Document and Entity Information
Document and Entity Information Document - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 15, 2018 | Jun. 30, 2017 | |
Entity Registrant Name | Tribune Media Company | ||
Entity Central Index Key | 726,513 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
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 | $ 2,977,558,766 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Common Class A | |||
Entity Common Stock, Shares Outstanding | 87,489,278 | ||
Common Class B | |||
Entity Common Stock, Shares Outstanding | 5,557 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Operating Revenues | ||||||
Advertising | $ 1,225,900 | $ 1,374,571 | $ 1,303,220 | |||
Retransmission revenue and carriage fees | 540,244 | 455,768 | 368,484 | |||
Other | 69,279 | 79,557 | 80,838 | |||
Television and Entertainment | 1,835,423 | 1,909,896 | 1,752,542 | |||
Other | 13,536 | 38,034 | 49,425 | |||
Total operating revenues | [1] | 1,848,959 | 1,947,930 | 1,801,967 | ||
Operating Expenses | ||||||
Programming | 604,068 | 515,738 | 535,799 | |||
Direct operating expenses | 391,770 | 390,595 | 376,383 | |||
Selling, general and administrative | 550,193 | 592,220 | 543,065 | |||
Depreciation | [2] | 56,314 | 58,825 | 64,554 | ||
Amortization | [2] | 166,679 | 166,664 | 166,404 | ||
Impairments of goodwill and other intangible assets | 0 | 3,400 | 385,000 | |||
(Gain) loss on sales of real estate | (28,533) | (213,086) | 97 | |||
Total operating expenses | 1,740,491 | 1,514,356 | 2,071,302 | |||
Total operating profit (loss) | [1] | 108,468 | 433,574 | (269,335) | ||
Income on equity investments, net | 137,362 | 148,156 | 146,959 | |||
Interest and dividend income | 3,149 | 1,226 | 720 | |||
Interest expense | (159,387) | (152,719) | (148,587) | |||
Loss on extinguishments and modification of debt | (20,487) | [3] | 0 | (37,040) | ||
Gain on investment transactions, net | 8,131 | [3] | 0 | 12,173 | ||
Write-downs of investments | (193,494) | [3] | 0 | 0 | ||
Other non-operating gain, net | 71 | [3] | 5,427 | [3] | 7,228 | |
Reorganization items, net | (2,109) | [4] | (1,422) | [4] | (1,537) | |
(Loss) Income from Continuing Operations Before Income Taxes | (118,296) | 434,242 | (289,419) | |||
Income tax (benefit) expense | (301,373) | 347,202 | 25,918 | |||
Income (Loss) from Continuing Operations | 183,077 | 87,040 | (315,337) | |||
Income (Loss) from Discontinued Operations, net of taxes (Note 2) | 14,420 | (72,794) | (4,581) | |||
Net Income (Loss) | 197,497 | 14,246 | (319,918) | |||
Net income from continuing operations attributable to noncontrolling interests | (3,378) | 0 | 0 | |||
Net Income (Loss) attributable to Tribune Media Company | $ 194,119 | $ 14,246 | $ (319,918) | |||
Earnings Per Share [Abstract] | ||||||
Continuing Operations | $ 2.06 | $ 0.96 | $ (3.33) | |||
Discontinued Operations | 0.17 | (0.80) | (0.05) | |||
Net Earnings (Loss) Per Common Share | 2.23 | 0.16 | (3.38) | |||
Continuing Operations | 2.04 | 0.96 | (3.33) | |||
Discontinued Operations | 0.16 | (0.80) | (0.05) | |||
Net Earnings (Loss) Per Common Share | 2.20 | 0.16 | (3.38) | |||
Regular Cash Dividend | ||||||
Earnings Per Share [Abstract] | ||||||
Dividends declared (usd per share) | 1 | $ 1 | 0.75 | |||
Special Cash Dividend | ||||||
Earnings Per Share [Abstract] | ||||||
Dividends declared (usd per share) | $ 5.77 | $ 6.73 | ||||
[1] | (1)See Note 2 for the disclosures of operating revenues and operating (loss) profit included in discontinued operations for the historical periods. | |||||
[2] | (2)Depreciation from discontinued operations totaled $14 million and $10 million for the years ended December 31, 2016 and December 31, 2015. Amortization from discontinued operations totaled $30 million and $29 million for the years ended December 31, 2016 and December 31, 2015. | |||||
[3] | See Note 5 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2017 and 2016. | |||||
[4] | See Note 3 to the Company’s consolidated financial statements for information pertaining to reorganization items recorded in 2017 and 2016. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net Income (Loss) | $ 197,497 | $ 14,246 | $ (319,918) |
Income (Loss) from Discontinued Operations, net of taxes | 14,420 | (72,794) | (4,581) |
Income (Loss) from Continuing Operations | 183,077 | 87,040 | (315,337) |
Other Comprehensive Income (Loss) from Continuing Operations, net of taxes | 33,721 | (10,766) | (24,475) |
Comprehensive Income (Loss) | 231,218 | 3,480 | (344,393) |
Comprehensive income attributable to noncontrolling interests | (3,378) | 0 | 0 |
Comprehensive Income (Loss) attributable to Tribune Media Company | 227,840 | 3,480 | (344,393) |
Continuing Operations | |||
Income (Loss) from Continuing Operations | 183,077 | 87,040 | (315,337) |
Change in unrecognized benefit plan gains and losses arising during the period, net of taxes of $6,725, $(4,717), and $(5,176), respectively | 19,231 | (7,316) | (8,032) |
Adjustment for previously unrecognized benefit plan gains and losses included in net income, net of taxes of $(103), $(114) and $(25), respectively | (160) | (176) | (36) |
Change in unrecognized benefit plan gains and losses, net of taxes | 19,071 | (7,492) | (8,068) |
Changes in unrealized holding gains and losses arising during the period, net of taxes of $(60), $604 and $(2,133), respectively | (95) | 936 | (3,308) |
Adjustment for gain on investment sales included in net income net of taxes of $(1,921) | (2,980) | 0 | 0 |
Change in marketable securities, net of taxes | (3,075) | 936 | (3,308) |
Unrealized gains and losses, net of taxes of $(3,054) | (3,591) | 0 | 0 |
Gains and losses reclassified to net income, net of taxes of $2,127 | 3,298 | 0 | 0 |
Change in unrecognized gains and losses on cash flow hedging instruments, net of taxes | (293) | 0 | 0 |
Change in foreign currency translation adjustments, net of taxes of $2,774, $(1,545), and $(1,458), respectively | 6,247 | (2,362) | (3,519) |
Other Comprehensive Income (Loss) from Continuing Operations, net of taxes | 21,950 | (8,918) | (14,895) |
Comprehensive Income (Loss) | 205,027 | 78,122 | (330,232) |
Discontinued Operations | |||
Income (Loss) from Discontinued Operations, net of taxes | 14,420 | (72,794) | (4,581) |
Comprehensive Income (Loss) | $ 26,191 | $ (74,642) | $ (14,161) |
Consolidated Statements of Com4
Consolidated Statements of Comprehensive Income (Loss) Parenthetical - Continuing Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Taxes on change in unrecognized benefit plan gains and losses arising during the period | $ 6,725 | $ (4,717) | $ (5,176) |
Taxes on adjustment for previously unrecognized benefit plan gains and losses included in net income | (103) | (114) | (25) |
Taxes on changes in unrealized holding gains and losses arising during the period | (60) | 604 | (2,133) |
Taxes on adjustment for gain on investment sales included in net income | (1,921) | 0 | 0 |
Taxes on unrealized gains and losses for cash flow hedging instruments | (3,054) | 0 | 0 |
Taxes on gains and losses reclassified to net income for cash flow hedging instruments | 2,127 | 0 | 0 |
Taxes on change in foreign currency translation adjustments | $ 2,774 | $ (1,545) | $ (1,458) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Current Assets | |||
Cash and cash equivalents | $ 673,685 | $ 577,658 | |
Restricted cash and cash equivalents | 17,566 | 17,566 | |
Accounts receivable (net of allowances of $4,814 and $12,504) | 420,095 | 429,112 | |
Broadcast rights | 129,174 | 157,817 | |
Income taxes receivable | 18,274 | 9,056 | |
Current assets of discontinued operations | 0 | 62,605 | |
Prepaid expenses | 20,158 | 35,862 | |
Other | 14,039 | 6,624 | |
Total current assets | 1,292,991 | 1,296,300 | |
Properties | |||
Machinery, equipment and furniture | 318,891 | 280,589 | |
Buildings and leasehold improvements | 171,113 | 154,557 | |
Property, Plant and Equipment, Gross | 490,004 | 435,146 | |
Accumulated depreciation | (233,387) | (187,148) | |
Property, Plant and Equipment, Net | 256,617 | 247,998 | |
Land | 157,298 | 214,730 | |
Construction in progress | 26,380 | 61,192 | |
Net properties | 440,295 | 523,920 | |
Broadcast rights | 133,683 | 153,457 | |
Goodwill | 3,228,988 | 3,227,930 | |
Other intangible assets, net | 1,613,665 | 1,819,134 | |
Non-current assets of discontinued operations | 0 | 608,153 | |
Assets held for sale | [1] | 38,900 | 17,176 |
Investments | 1,281,791 | 1,674,883 | |
Other | 139,015 | 80,098 | |
Total other assets | 6,436,042 | 7,580,831 | |
Total Assets | [2] | 8,169,328 | 9,401,051 |
Current Liabilities | |||
Accounts payable | 48,319 | 60,553 | |
Debt due within one year (net of unamortized discounts and debt issuance costs of $7,917) | 0 | 19,924 | |
Income taxes payable | 36,252 | 21,166 | |
Employee compensation and benefits | 71,759 | 77,123 | |
Contracts payable for broadcast rights | 253,244 | 241,255 | |
Deferred revenue | 11,942 | 13,690 | |
Interest payable | 30,525 | 30,305 | |
Current liabilities of discontinued operations | 0 | 54,284 | |
Deferred spectrum auction proceeds | 172,102 | 0 | |
Other | 30,124 | 32,553 | |
Total current liabilities | 654,267 | 550,853 | |
Non-Current Liabilities | |||
Long-term debt (net of unamortized discounts and debt issuance costs of $36,332 and $38,830) | 2,919,185 | 3,391,627 | |
Deferred income taxes | 508,174 | 984,248 | |
Contracts payable for broadcast rights | 300,420 | 314,840 | |
Pension obligations, net | 396,875 | 444,401 | |
Postretirement medical, life and other benefits | 9,328 | 11,385 | |
Other obligations | 163,899 | 62,700 | |
Non-current liabilities of discontinued operations | 0 | 95,314 | |
Total non-current liabilities | 4,297,881 | 5,304,515 | |
Total Liabilities | [2] | 4,952,148 | 5,855,368 |
Commitments and Contingencies | |||
Stockholders' Equity | |||
Preferred stock ($0.001 par value per share) | 0 | 0 | |
Common Stock, Value, Issued | 101 | 100 | |
Treasury stock, at cost: 14,102,185 shares at December 31, 2017 and 14,102,453 shares at December 31, 2016 | (632,194) | (632,207) | |
Additional paid-in-capital | 4,011,530 | 4,561,760 | |
Retained deficit | (114,240) | (308,105) | |
Accumulated other comprehensive loss | (48,061) | (81,782) | |
Total Tribune Media Company shareholders’ equity | 3,217,136 | 3,539,766 | |
Noncontrolling interests | 44 | 5,917 | |
Total shareholders’ equity | 3,217,180 | 3,545,683 | |
Total Liabilities and Shareholders’ Equity | 8,169,328 | 9,401,051 | |
Common Class A | |||
Stockholders' Equity | |||
Common Stock, Value, Issued | 101 | 100 | |
Total shareholders’ equity | 101 | 100 | |
Common Class B | |||
Stockholders' Equity | |||
Common Stock, Value, Issued | 0 | 0 | |
Total shareholders’ equity | $ 0 | $ 0 | |
[1] | (4)See Note 2 for information regarding discontinued operations and Note 6 for information regarding assets held for sale. | ||
[2] | The Company’s consolidated total assets as of December 31, 2017 and December 31, 2016 include total assets of variable interest entities (“VIEs”) of $81 million and $97 million, respectively, which can only be used to settle the obligations of the VIEs. The Company’s consolidated total liabilities as of December 31, 2017 and December 31, 2016 include total liabilities of the VIEs of $29 million and $3 million, respectively, for which the creditors of the VIEs have no recourse to the Company (see Note 1). |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parenthetical - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for doubtful accounts | $ 4,814 | $ 12,504 | |
Preferred stock par value (usd 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 | 14,102,185 | 14,102,453 | |
Assets | [1] | $ 8,169,328 | $ 9,401,051 |
Liabilities | [1] | $ 4,952,148 | $ 5,855,368 |
Common Class A | |||
Common stock par value (usd per share) | $ 0.001 | $ 0.001 | |
Common stock authorized for issuance, shares | 1,000,000,000 | 1,000,000,000 | |
Common stock issued, shares | 101,429,999 | 100,416,516 | |
Common stock outstanding, shares | 87,327,814 | 86,314,063 | |
Common Class B | |||
Common stock par value (usd per share) | $ 0.001 | $ 0.001 | |
Common stock authorized for issuance, shares | 1,000,000,000 | 1,000,000,000 | |
Common stock issued, shares | 5,557 | 5,605 | |
Common stock outstanding, shares | 5,557 | 5,605 | |
Senior Secured Credit Agreement | Term Loan Facility | |||
Debt instrument, unamortized discount and debt issuance costs | $ 24,000 | $ 31,000 | |
Current | Senior Secured Credit Agreement | Term Loan Facility | |||
Debt instrument, unamortized discount and debt issuance costs | 0 | 7,917 | |
Noncurrent | Senior Secured Credit Agreement | Term Loan Facility | |||
Debt instrument, unamortized discount and debt issuance costs | 36,332 | 38,830 | |
Variable Interest Entity, Primary Beneficiary | |||
Assets | 81,000 | 97,000 | |
Liabilities | $ 29,000 | $ 3,000 | |
[1] | The Company’s consolidated total assets as of December 31, 2017 and December 31, 2016 include total assets of variable interest entities (“VIEs”) of $81 million and $97 million, respectively, which can only be used to settle the obligations of the VIEs. The Company’s consolidated total liabilities as of December 31, 2017 and December 31, 2016 include total liabilities of the VIEs of $29 million and $3 million, respectively, for which the creditors of the VIEs have no recourse to the Company (see Note 1). |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Class A | Common Class B | Special Cash Dividend | Regular Cash Dividend | Retained Earnings (Deficit) | Retained Earnings (Deficit)Special Cash Dividend | Retained Earnings (Deficit)Regular Cash Dividend | Accumulated Other Comprehensive Income (Loss) | Additional Paid-In Capital | Additional Paid-In CapitalSpecial Cash Dividend | Additional Paid-In CapitalRegular Cash Dividend | Treasury Stock | Noncontrolling Interest |
Beginning balance at Dec. 28, 2014 | $ 5,195,431 | $ 96 | $ 2 | $ 718,218 | $ (46,541) | $ 4,591,470 | $ (67,814) | $ 0 | ||||||
Beginning balance, shares at Dec. 28, 2014 | 95,708,000 | 2,438,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net Income (Loss) | (319,918) | |||||||||||||
Net Income (Loss) Attributable to Tribune Media Company | (319,918) | (319,918) | ||||||||||||
Net income from continuing operations attributable to noncontrolling interests | 0 | |||||||||||||
Other comprehensive income (loss), net of taxes | (24,475) | (24,475) | ||||||||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (344,393) | |||||||||||||
Special dividends declared to shareholders and warrant holders | $ (648,644) | $ (648,644) | ||||||||||||
Regular dividends declared to shareholders and warrant holders | $ (71,275) | $ (72,007) | $ 732 | |||||||||||
Conversions of Class B Common Stock to Class A Common Stock | $ 2 | $ (2) | ||||||||||||
Conversions of Class B Common Stock to Class A Common Stock, shares | 2,432,000 | (2,432,000) | ||||||||||||
Warrant exercises | $ 2 | (2) | ||||||||||||
Warrant exercises, shares | 1,718,645 | |||||||||||||
Stock-based compensation | 32,547 | 32,547 | ||||||||||||
Net share settlements of stock-based awards | (4,251) | (4,251) | ||||||||||||
Net share settlements of stock-based awards, shares | 156,000 | |||||||||||||
Change in excess tax benefits from stock-based awards | (878) | (878) | ||||||||||||
Common stock repurchases | (332,339) | (332,339) | ||||||||||||
Contributions from noncontrolling interests | 5,524 | 5,524 | ||||||||||||
Ending balance at Dec. 31, 2015 | 3,831,722 | $ 100 | $ 0 | (322,351) | (71,016) | 4,619,618 | (400,153) | 5,524 | ||||||
Ending balance, shares at Dec. 31, 2015 | 100,015,000 | 6,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net Income (Loss) | 14,246 | |||||||||||||
Net Income (Loss) Attributable to Tribune Media Company | 14,246 | 14,246 | ||||||||||||
Net income from continuing operations attributable to noncontrolling interests | 0 | |||||||||||||
Other comprehensive income (loss), net of taxes | (10,766) | (10,766) | ||||||||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 3,480 | |||||||||||||
Special dividends declared to shareholders and warrant holders | (90,296) | |||||||||||||
Regular dividends declared to shareholders and warrant holders | (90,296) | (90,296) | ||||||||||||
Warrant exercises, shares | 163,077 | |||||||||||||
Stock-based compensation | 37,002 | 37,002 | ||||||||||||
Net share settlements of stock-based awards | (4,553) | (4,564) | 11 | |||||||||||
Net share settlements of stock-based awards, shares | 238,000 | |||||||||||||
Common stock repurchases | (232,065) | (232,065) | ||||||||||||
Contributions from noncontrolling interests | 393 | 393 | ||||||||||||
Ending balance at Dec. 31, 2016 | 3,545,683 | $ 100 | $ 0 | (308,105) | (81,782) | 4,561,760 | (632,207) | 5,917 | ||||||
Ending balance, shares at Dec. 31, 2016 | 100,416,516 | 5,605 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net Income (Loss) | 197,497 | |||||||||||||
Net Income (Loss) Attributable to Tribune Media Company | 194,119 | 194,119 | ||||||||||||
Net income from continuing operations attributable to noncontrolling interests | 3,378 | 3,378 | ||||||||||||
Other comprehensive income (loss), net of taxes | 33,721 | 33,721 | ||||||||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 231,218 | |||||||||||||
Special dividends declared to shareholders and warrant holders | (87,229) | $ (499,107) | $ (499,107) | |||||||||||
Regular dividends declared to shareholders and warrant holders | $ (87,229) | $ (87,229) | ||||||||||||
Warrant exercises, shares | 97,681 | |||||||||||||
Stock-based compensation | 33,159 | 33,159 | ||||||||||||
Net share settlements of stock-based awards | 2,543 | $ 1 | 2,529 | 13 | ||||||||||
Net share settlements of stock-based awards, shares | 916,000 | |||||||||||||
Common stock repurchases | 0 | |||||||||||||
Cumulative effect of a change in accounting principle | 164 | (254) | 418 | |||||||||||
Distributions to noncontrolling interests, net | (9,251) | (9,251) | ||||||||||||
Ending balance at Dec. 31, 2017 | $ 3,217,180 | $ 101 | $ 0 | $ (114,240) | $ (48,061) | $ 4,011,530 | $ (632,194) | $ 44 | ||||||
Ending balance, shares at Dec. 31, 2017 | 101,429,999 | 5,557 |
Consolidated Statements of Sha8
Consolidated Statements of Shareholders' Equity Parenthetical - $ / shares | Jan. 02, 2017 | Mar. 05, 2015 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Special Cash Dividend | |||||||||||||
Dividends declared (usd per share) | $ 5.77 | $ 6.73 | $ 5.77 | $ 6.73 | |||||||||
Regular Cash Dividend | |||||||||||||
Dividends declared (usd per share) | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 1 | $ 1 | $ 0.75 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows Statement $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Operating Activities | |||
Net Income (Loss) | $ 197,497 | $ 14,246 | $ (319,918) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Stock-based compensation | 32,933 | 37,189 | 32,493 |
Pension credit, net of contributions | (22,047) | (24,110) | (29,417) |
Depreciation | 56,314 | 72,409 | 74,289 |
Amortization of contract intangible assets and liabilities | 869 | (10,566) | (14,980) |
Amortization of other intangible assets | 166,679 | 196,663 | 195,230 |
Impairments of goodwill and other intangible assets | 0 | 3,400 | 385,000 |
Income on equity investments, net | (137,362) | (148,156) | (146,959) |
Distributions from equity investments | 198,124 | 170,527 | 169,879 |
Non-cash loss on extinguishments and modification of debt | 8,258 | 0 | 33,480 |
Original issue discount payments | (7,360) | 0 | (6,158) |
Other than Temporary Impairment Losses, Investments, Portion Recognized in Earnings, Net | 193,494 | 0 | 0 |
Amortization of debt issuance costs and original issue discount | 7,875 | 11,172 | 12,258 |
Gain on sale of business | (33,492) | 0 | 0 |
Gain on investment transactions, net | (8,131) | 0 | (12,173) |
Impairments of real estate | 2,399 | 15,102 | 6,650 |
(Gain) loss on sales of real estate | (28,533) | (213,086) | 97 |
Other non-operating gain, net | (71) | (5,427) | (6,183) |
Change in excess tax benefits from stock-based awards | 0 | 0 | 868 |
Changes in working capital items, excluding effects from acquisitions: | |||
Accounts receivable, net | 10,638 | (998) | (23,444) |
Prepaid expenses and other current assets | 10,310 | 18,171 | (36,997) |
Accounts payable | (8,736) | 6,589 | (15,302) |
Employee compensation and benefits, accrued expense and other current liabilities | (23,927) | (7,515) | 38,062 |
Deferred revenue | (2,423) | (2,843) | 9,541 |
Income taxes | 6,175 | 51,296 | (272,102) |
Change in broadcast rights, net of liabilities | 45,898 | (15,427) | 100,116 |
Deferred income taxes (Note 13) | (478,637) | 95,035 | (140,075) |
Change in non-current obligations for uncertain tax positions | 791 | (11,276) | (931) |
Other, net | 34,967 | 31,768 | (7,380) |
Net cash provided by operating activities | 222,502 | 284,163 | 25,944 |
Investing Activities | |||
Capital expenditures | (66,832) | (99,659) | (89,084) |
Investments | (5,065) | (5,993) | (23,042) |
Acquisitions, net of cash acquired | 0 | 0 | (74,959) |
Net proceeds from the sale of business (Note 2) | 557,793 | 0 | 0 |
Proceeds from FCC spectrum auction (Note 6) | 172,102 | 0 | 0 |
Sale of partial interest of equity method investment (Note 8) | 142,552 | 0 | 0 |
Proceeds from sales of real estate and other assets | 144,464 | 507,692 | 4,930 |
Proceeds from sales of investments | 5,769 | 0 | 44,982 |
Distributions from equity investment | 3,768 | 0 | 10,328 |
Other | 1,789 | 297 | 1,112 |
Net cash provided by (used in) investing activities | 956,340 | 402,337 | (125,733) |
Financing Activities | |||
Long-term borrowings | 202,694 | 0 | 1,100,000 |
Repayments of long-term debt | (703,527) | (27,842) | (1,114,262) |
Long-term debt issuance costs | (1,689) | (736) | (20,202) |
Payments of dividends | (586,336) | (90,296) | (719,919) |
Tax withholdings related to net share settlements of share-based awards | (8,774) | (4,553) | (4,421) |
Proceeds from stock option exercises | 11,317 | 0 | 166 |
Common stock repurchases | 0 | (232,065) | (339,942) |
(Distributions to) contributions from noncontrolling interests, net | (9,251) | 393 | 5,524 |
Settlements of contingent consideration, net | 0 | (3,636) | 1,174 |
Change in excess tax benefits from stock-based awards | 0 | 0 | (868) |
Net cash used in financing activities | (1,095,566) | (358,735) | (1,092,750) |
Net Increase (Decrease) in Cash and Cash Equivalents | 83,276 | 327,765 | (1,192,539) |
Cash and cash equivalents, beginning of year | 590,409 | 262,644 | 1,455,183 |
Cash and cash equivalents, end of year | 673,685 | 590,409 | 262,644 |
Cash and Cash Equivalents are Comprised of: | |||
Cash and cash equivalents | 673,685 | 577,658 | 247,820 |
Cash and cash equivalents classified as discontinued operations | 0 | 12,751 | 14,824 |
Cash and cash equivalents, end of year | 673,685 | 590,409 | 262,644 |
Supplemental Schedule of Cash Flow Information | |||
Interest | 152,401 | 160,200 | 130,311 |
Income taxes, net of refunds | $ 182,509 | $ 265,886 | $ 434,720 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | NOTE 1: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES 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. The Company’s business consists of Television and Entertainment operations and the management of certain owned real estate assets. The Company also holds a variety of investments, including equity method investments in Television Food Network, G.P. (“TV Food Network”) and CareerBuilder, LLC (through our investment in Camaro Parent, LLC) (“CareerBuilder”) and a cost method investment in New Cubs LLC (as defined and described in Note 8 ). Television and Entertainment , a reportable segment, provides audiences across the country with news, entertainment and sports programming on Tribune Broadcasting’s 42 local television stations (that are either owned by the Company or owned by others but to which the Company provides certain services) and their websites, a national general entertainment cable network (WGN America), a radio station and other digital assets. The Company reports and includes under Corporate and Other the management of certain owned real estate assets, including revenues from leasing the Company-owned 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 entering into a share purchase agreement to sell substantially all of the Digital and Data business on December 19, 2016 (the “Gracenote Sale,” as further defined and described in Note 2 ), the Company was also engaged in providing innovative technology and services that collected, created and distributed video, music, sports and entertainment data. Prior to the Gracenote Sale, which was completed on January 31, 2017, the Company reported its operations through the following reportable segments: Television and Entertainment and Digital and Data. The Company’s Digital and Data reportable segment consisted of several businesses driven by the Company’s expertise in collection, creation and distribution of data and innovation in unique services and recognition technology that used data, including Gracenote Video, Gracenote Music and Gracenote Sports. The historical results of operations for the businesses included in the Gracenote Sale are presented in discontinued operations for all periods presented (see Note 2 ). Beginning in the fourth quarter of 2016, the Television and Entertainment reportable segment includes the operations of Covers Media Group (“Covers”), a business-to-consumer website, which was previously included in the Digital and Data reportable segment. Beginning in fiscal 2015, the Television and Entertainment reportable segment includes the Company’s Screener (formerly Zap2it.com) entertainment content business, which was also 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. Sinclair Merger Agreement —On May 8, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sinclair Broadcast Group, Inc. (“Sinclair”), providing for the acquisition by Sinclair of all of the outstanding shares of the Company’s Class A common stock (“Class A Common Stock”) and Class B common stock (“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) by means of a merger of Samson Merger Sub Inc., a wholly owned subsidiary of Sinclair, with and into Tribune Media Company (the “Merger”), with Tribune Media Company surviving the Merger as a wholly owned subsidiary of Sinclair. In the Merger, each share of the Company’s Common Stock will be converted into the right to receive (i) $35.00 in cash, without interest and less any required withholding taxes (such amount, the “Cash Consideration”), and (ii) 0.2300 (the “Exchange Ratio”) of a validly issued, fully paid and nonassessable share of Class A common stock, $0.01 par value per share (the “Sinclair Common Stock”), of Sinclair (the “Stock Consideration,” and together with the Cash Consideration, the “Merger Consideration”). The Merger Agreement provides that each holder of an outstanding Tribune Media Company stock option (whether or not vested) will receive, for each share of the Company’s Common Stock subject to such stock option, a cash payment equal to the excess, if any, of the value of the Merger Consideration (with the Stock Consideration valued over a specified period prior to the consummation of the Merger) and the exercise price per share of such option, without interest and less any required withholding taxes. Each outstanding Tribune Media Company restricted stock unit award will be converted into a cash-settled restricted stock unit award reflecting a number of shares of Sinclair Common Stock equal to the number of shares of the Company’s Common Stock subject to such award multiplied by a ratio equal to (a) the sum of (i) the Exchange Ratio plus (ii) the Cash Consideration divided by (b) the trading value of the Sinclair Common Stock over a specified period prior to the consummation of the Merger. Otherwise, each such award will continue to be subject to the same terms and conditions as such award was subject prior to the Merger. Each outstanding Tribune Media Company performance stock unit (other than supplemental performance stock units) will automatically become vested at “target” level of performance and will be entitled to receive an amount of cash equal to (a) the number of shares of the Company’s Common Stock that are subject to such unit as so vested multiplied by (b) the sum of (i) the Cash Consideration and (ii) the Exchange Ratio multiplied by the trading value of the Sinclair Common Stock over a specified period prior to the consummation of the Merger without interest and less any required withholding taxes. Each holder of an outstanding Tribune Media Company supplemental performance stock unit that will vest in accordance with its existing terms will be entitled to receive an amount of cash equal to (a) the number of shares of the Company’s Common Stock that are subject to such unit as so vested multiplied by (b) the sum of (i) the Cash Consideration and (ii) the Exchange Ratio multiplied by the trading value of the Sinclair Common Stock over a specified period prior to the consummation of the Merger without interest and less any required withholding taxes. Any supplemental performance stock units that do not vest in accordance with their terms will be canceled without any consideration. Each holder of an outstanding Tribune Media Company deferred stock unit will be entitled to receive an amount of cash equal to (a) the number of shares of the Company’s Common Stock that are subject to such unit multiplied by (b) the sum of (i) the Cash Consideration and (ii) the Exchange Ratio multiplied by the trading value of the Sinclair Common Stock over a specified period prior to the consummation of the Merger without interest and subject to all applicable withholding. Each outstanding Tribune Media Company Warrant will become a warrant exercisable, at its current exercise price, for the Merger Consideration in respect of each share of the Company’s Common Stock subject to the Warrant prior to the Merger. The consummation of the Merger is subject to the satisfaction or waiver of certain important conditions, including, among others: (i) the approval of the Merger by the Company’s stockholders, (ii) the receipt of approval from the Federal Communications Commission (the “FCC”) and the expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) the effectiveness of a registration statement on Form S-4 registering the Sinclair Common Stock to be issued in connection with the Merger and no stop order or proceedings seeking the same having been initiated by the Securities and Exchange Commission (the “SEC”), (iv) the listing of the Sinclair Common Stock to be issued in the Merger on the NASDAQ Global Select Market and (v) the absence of certain legal impediments to the consummation of the Merger. On September 6, 2017, Sinclair’s registration statement on Form S-4 registering the Sinclair Common Stock to be issued in the Merger was declared effective by the SEC. On October 19, 2017, holders of a majority of the outstanding shares of the Company’s Class A Common Stock and Class B Common Stock, voting as a single class, voted on and approved the Merger Agreement and the transactions contemplated by the Merger Agreement at a duly called special meeting of Tribune Media Company shareholders. The applications seeking FCC approval of the transactions contemplated by the Merger Agreement (the “Applications”) were filed on June 26, 2017, and the FCC issued a public notice of the filing of the Applications and established a comment cycle on July 6, 2017. Several petitions to deny the Applications, and numerous other comments, both opposing and supporting the transaction, were filed in response to the public notice. Sinclair and Tribune jointly filed an opposition to the petitions to deny on August 22, 2017 (the “Joint Opposition”). Petitioners and others filed replies to the Joint Opposition on August 29, 2017. On September 14, 2017, the FCC’s Media Bureau issued a Request for Information (“RFI”) seeking additional information regarding certain matters discussed in the Applications. Sinclair submitted a response to the RFI on October 5, 2017. On October 18, 2017, the FCC’s Media Bureau issued a public notice pausing the FCC’s 180 -day transaction review “shot-clock” for 15 days to afford interested parties an opportunity to comment on the response to the RFI. On January 11, 2018, the FCC’s Media Bureau issued a public notice pausing the FCC’s shot-clock as of January 4, 2018 until Sinclair has filed amendments to the Applications along with divestiture applications and the FCC staff has had an opportunity to review any such submissions. On February 20, 2018, the parties filed an amendment to the Applications that, among other things, (1) requested authority under the Duopoly Rule for Sinclair to own two top four rated stations in each of three television markets and (2) identified stations (the “Divestiture Stations”) in 11 television markets that Sinclair proposes to divest in order for the Merger to comply with the Duopoly Rule and the National Television Multiple Ownership Rule. Concurrently, Sinclair filed applications proposing to place certain of the Divestiture Stations in an FCC-approved divestiture trust, if and as necessary, in order to facilitate the orderly divestiture of those stations following the consummation of the Merger. On August 2, 2017, the Company received a request for additional information and documentary material, often referred to as a “second request,” from the United States Department of Justice (the “DOJ”) in connection with the Merger Agreement. The second request was issued under the HSR Act. Sinclair received a substantively identical request for additional information and documentary material from the DOJ in connection with the transactions contemplated by the Merger Agreement. Issuance of the second request extends the waiting period under the HSR Act until 30 days after Sinclair and the Company have substantially complied with the second request, unless the waiting period is terminated earlier by the DOJ or the parties voluntarily extend the time for closing. The parties entered into an agreement with the DOJ on September 15, 2017 (the “DOJ Timing Agreement”), by which they agreed not to consummate the Merger Agreement before December 31, 2017, or 60 days following the date on which both parties have certified compliance with the second request, whichever is later. In addition, the parties agreed to provide the DOJ with 10 calendar days notice prior to consummating the Merger Agreement. The DOJ Timing Agreement has been amended twice, on October 30, 2017, to extend the date before which the parties may not consummate the Merger Agreement to January 30, 2018, and on January 27, 2018, to extend that date to February 11, 2018. The DOJ Timing Agreement thus currently provides that the parties will not consummate the Merger Agreement before February 11, 2018, or 60 days following the date on which both parties have certified compliance with the second request, whichever is later, and that the parties will provide the DOJ with 10 days notice before consummating the Merger Agreement. Sinclair’s and the Company’s respective obligation to consummate the Merger are also subject to certain additional customary conditions, including (i) material accuracy of representations and warranties in the Merger Agreement of the other party, (ii) performance by the other party of its covenants in the Merger Agreement in all material respects and (iii) since the date of the Merger Agreement, no material adverse effect with respect to the other party having occurred. If the Merger Agreement is terminated (i) by either the Company or Sinclair because the Merger has not occurred by the end date described below or (ii) by Sinclair in respect of a willful breach of the Company’s covenants or agreements that would give rise to the failure of a closing condition that is incapable of being cured within the time periods prescribed by the Merger Agreement, and an alternative acquisition proposal has been made to the Company and publicly announced and not withdrawn prior to the termination, and within twelve months after termination of the Merger Agreement, the Company enters into a definitive agreement with respect to an alternative acquisition proposal (and subsequently consummates such transaction) or consummates a transaction with respect to an alternative acquisition proposal, the Company will pay Sinclair $135.5 million less Sinclair’s costs and expenses paid. In addition to the foregoing termination rights, either party may terminate the Merger Agreement if the Merger is not consummated on or before May 8, 2018, with an automatic extension to August 8, 2018, if necessary to obtain regulatory approval under circumstances specified in the Merger Agreement. Change in Accounting Principle — In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-09, “Compensation - Stock Compensation (Topic 718).” The Company adopted ASU 2016-09 on January 1, 2017. The Company made a policy election to account for forfeitures of equity awards as they occur and implemented this provision using a modified retrospective transition method. The cumulative-effect adjustment to retained earnings in the first quarter of 2017 as a result of this election was immaterial. The Company adopted the other provisions of ASU 2016-09 on a prospective basis. The adoption of these provisions did not have a material impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350).” The Company adopted the standard on a prospective basis, effective January 1, 2017. The standard simplifies the subsequent measure of goodwill by eliminating Step 2 from the goodwill impairment test. Under ASU 2017-04, companies should recognize an impairment charge for the amount the carrying amount exceeds the reporting unit’s fair value. However, the loss recognized cannot exceed the total goodwill allocated to that reporting unit. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718).” The Company adopted the standard on a prospective basis, effective April 1, 2017. The standard addresses the diversity in practice of when companies apply modification accounting when there are changes in terms or conditions to share-based payment awards. The guidance states that a company should consider changes as a modification unless all of the following are met (i) there is no change in the fair value of the award as a result of the modification, (ii) the vesting conditions have not changed and (iii) the classification of the award as an equity instrument or a liability instrument has not changed. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. 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 of 2015, which ended on June 30, 2015. As a result of this change, the fiscal year ended December 31, 2016 includes two less days compared to the fiscal year ended December 31, 2015. 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. All material intercompany transactions are eliminated. In general, unless otherwise required by ASC Topic 323 “Investments - Equity Method and Joint Ventures,” 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. 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 an initial 92% interest in the Las Olas LLC. As further disclosed in Note 6 , on December 19, 2017, the Company sold the property owned by Las Olas LLC for net pretax proceeds of $21 million and recognized a pretax gain of $6 million , of which less than $1 million is attributable to a noncontrolling interest. 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. 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 an initial 90% interest in the TREH/Kearny Costa Mesa, LLC (“Costa Mesa LLC”). As further disclosed in Note 6 , on November 15, 2017, the Company sold the properties owned by Costa Mesa LLC for net pretax proceeds of $62 million and recognized a pretax gain of $22 million , of which $3 million is attributable to a noncontrolling interest. The Company consolidates the financial position and results of operations of Costa Mesa LLC as it has the majority ownership. 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”). At December 31, 2017 and December 31, 2016 , the Company indirectly held a variable interest in Topix, LLC (“Topix”) through its investment in TKG Internet Holdings II LLC. The Company has determined that it is not the primary beneficiary of Topix and therefore has not consolidated it as of and for the periods presented in the Company’s audited consolidated financial statements. The Company holds a variable interest in Dreamcatcher Broadcasting LLC, a Delaware limited liability company (“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. See below for further information on the Company’s 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. The assets of the consolidated VIE can only be used to settle the obligations of the VIE. Dreamcatcher —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, 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 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 was guaranteed by the Company. In 2017, Dreamcatcher received pretax proceeds from the counterparty in a spectrum sharing arrangement of $26 million as one of the Dreamcatcher stations will act as host station. The payments have been recorded as deferred revenue and began amortizing to the Company’s Consolidated Statement of Operations upon commencement of the sharing arrangement in December 2017. See Note 12 for additional information regarding the Company’s participation in the FCC spectrum auction. The Company used after-tax proceeds from the FCC spectrum auction to prepay the Dreamcatcher Credit Facility in the third quarter of 2017, as further described in Note 9 . The Company made the final payment to pay off the Dreamcatcher Credit Facility in full in September 2017. 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. 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 SSAs, Dreamcatcher is guaranteed a minimum annual cumulative net cash flow of $0.2 million . The Company’s consolidated financial statements 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 having power over significant activities affecting Dreamcatcher’s economic performance, and (3) 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. Net revenues of the Dreamcatcher stations included in the Company’s Consolidated Statements of Operations for the year ended December 31, 2017 , December 31, 2016 and December 31, 2015 were $72 million , $73 million and $65 million , respectively, and operating profit was $12 million , $16 million and $12 million , respectively. The Company’s Consolidated Balance Sheet as of December 31, 2017 and December 31, 2016 includes the following assets and liabilities of the Dreamcatcher stations (in thousands): December 31, 2017 December 31, 2016 Property, plant and equipment, net $ — $ 91 Broadcast rights 2,622 2,634 Other intangible assets, net 71,914 82,442 Other assets 6,852 134 Total Assets $ 81,388 $ 85,301 Debt due within one year $ — $ 4,003 Contracts payable for broadcast rights 2,691 2,758 Long-term debt — 10,767 Long-term deferred revenue 25,030 — Other liabilities 1,017 85 Total Liabilities $ 28,738 $ 17,613 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 and carriage fee revenues on the Company’s television, cable and radio stations as well as from direct and indirect display advertising. 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. The Company uses 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”). 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 revenue represent revenue that the Company earns from multichannel video programming distributors (“MVPDs”) for the distribution of the Company’s television stations’ broadcast programming. Retransmission revenue is 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 channel. Carriage fees are recognized over the contract period, generally based on the number of subscribers and negotiated rates. Derivative Instruments —The Company’s earnings and cash flows are subject to fluctuations due to changes in interest rates. The Company’s risk management policy allows for the use of derivative financial instruments to manage interest rate exposures and does not permit derivatives to be used for speculative purposes. The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions. This process includes linking the derivatives designated as cash flow hedges to specific forecasted transactions or variability of cash flow. The Company also formally assesses, both at hedge inception and on an ongoing basis, whether the designated derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flow of hedged items as well as monitors the credit worthiness of the counterparties to ensure no issues exist which would affect the value of the derivatives. When a derivative is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, the Company discontinues hedge accounting prospectively, in accordance with derecognition criteria for hedge accounting. The Company records derivative financial instruments at fair value in its Consolidated Balance Sheets in either other current liabilities or other noncurrent assets. Changes in the fair value of a derivative that is designated as a cash flow hedge, to the extent that the hedge is effective, are recorded in accumulated other comprehensive (loss) income and reclassified to earnings when the hedged item affects earnings. Cash flows from derivative financial instruments are classified in the Consolidated Statements of Cash Flows based on the nature of the derivative contract. 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. 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 ). At both December 31, 2017 and December 31, 2016 , restricted cash held by the Company to satisfy such obligations totaled $18 million . Accounts Receivable and Allowance for Doubtful Accounts —The Company’s accounts receivable are primarily due from advertisers and MVPDs. 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, volume discounts and sales allowances. This allowance is determined based on historical write-off experience, sales adjustments 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 28, 2014 $ 6,795 2015 additions charged to revenues, costs and expenses 5,277 2015 deductions (6,529 ) Accounts receivable allowance balance at December 31, 2015 $ 5,543 2016 additions charged to revenues, costs and expenses 14,009 2016 deductions (7,048 ) Accounts receivable allowance balance at December 31, 2016 $ 12,504 2017 additions charged to revenues, costs and expenses 14,786 2017 deductions (22,476 ) Accounts receivable allowance balance at December 31, 2017 $ 4,814 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 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 2: DISCONTINUED OPERATIONS Sale of Digital and Data Businesses —On December 19, 2016, the Company entered into a definitive share purchase agreement (the “Gracenote SPA”) with Nielsen Holding and Finance B.V. (“Nielsen”) to sell equity interests in substantially all of the Digital and Data business operations which includes Gracenote Inc., Gracenote Canada, Inc., Gracenote Netherlands Holdings B.V., Tribune Digital Ventures LLC and Tribune International Holdco, LLC (the “Gracenote Companies”) for $560 million in cash, subject to certain purchase price adjustments (the “Gracenote Sale”). The Company retained its ownership of Covers, which was previously included in the Digital and Data reportable segment, and reclassified Covers’ previously reported amounts into the Television and Entertainment reportable segment to conform to the current segment presentation; the impact of this reclassification was immaterial. The Gracenote Sale transaction was completed on January 31, 2017 and the Company received gross proceeds of $581 million . In the second quarter of 2017, the Company received additional proceeds of $3 million as a result of purchase price adjustments. In the year ended December 31, 2017, the Company recognized a pretax gain of $33 million as a result of the Gracenote Sale. On February 1, 2017, the Company used $400 million of proceeds from the Gracenote Sale to prepay a portion of its Term Loan Facility (as defined and described in Note 9 ). As of December 31, 2016, the assets and liabilities of the businesses included in the Gracenote Sale are reflected as assets and liabilities of discontinued operations in the Company’s Consolidated Balance Sheets, and the operating results are presented as discontinued operations in the Company’s Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) for all periods presented. The Company entered into a transition services agreement (the “Nielsen TSA”) and certain other agreements with Nielsen that govern the relationships between Nielsen and the Company following the Gracenote Sale. Pursuant to the Nielsen TSA, the Company provides Nielsen with certain specified services on a transitional basis, including support in areas such as human resources, treasury, technology, legal and finance. In addition, the Nielsen TSA outlines the services that Nielsen provides to the Company on a transitional basis, including in areas such as human resources, technology, and finance and other areas where the Company may need assistance and information following the Gracenote Sale. The transition services agreement was extended through March 31, 2018, however, upon mutual agreement between the Company and Nielsen, it may be extended further. The charges for the transition services generally allow the providing company to fully recover all out-of-pocket costs and expenses it actually incurs in connection with providing the services, plus, in some cases, the allocated direct costs of providing the services, generally without profit. Based on the Company’s assessment of the specific factors identified in ASC Topic 205, “Presentation of Financial Statements,” the Company concluded that it will not have significant continuing involvement in the Gracenote Companies. The following table represents the components of the results from discontinued operations associated with the Gracenote Sale as reflected in the Company’s Consolidated Statements of Operations (in thousands): Year Ended December 31, 2017 (1) December 31, 2016 December 31, 2015 Operating revenues $ 18,168 $ 225,903 $ 209,964 Direct operating expenses 7,292 75,457 59,789 Selling, general and administrative 15,349 110,713 104,968 Depreciation (2) — 13,584 9,735 Amortization (2) — 29,999 28,826 Operating (loss) profit (4,473 ) (3,850 ) 6,646 Interest income 16 96 109 Interest expense (3) (1,261 ) (15,317 ) (15,843 ) Other non-operating gain, net — — 912 Loss before income taxes (5,718 ) (19,071 ) (8,176 ) Pretax gain on the disposal of discontinued operations 33,492 — — Total pretax income (loss) on discontinued operations 27,774 (19,071 ) (8,176 ) Income tax expense (benefit) (4) 13,354 53,723 (3,595 ) Income (loss) from discontinued operations, net of taxes $ 14,420 $ (72,794 ) $ (4,581 ) (1) Results of operations for the Gracenote Companies are reflected through January 31, 2017, the date of the Gracenote Sale. (2) No depreciation expense or amortization expense was recorded by the Company in 2017 as the Gracenote Companies’ assets were held for sale as of December 31, 2016. (3) The Company used $400 million of proceeds from the Gracenote Sale to prepay a portion of its outstanding borrowings under the Company’s Term Loan Facility (as defined and described in Note 9 ). Interest expense associated with the Company’s outstanding Term Loan Facility was allocated to discontinued operations based on the ratio of the $400 million prepayment to the total outstanding indebtedness under the Term Loan Facility in effect in each respective period. (4) In the fourth quarter of 2016, as a result of meeting all criteria under ASC Topic 205 to classify Gracenote Companies as discontinued operations, the Company recorded tax expense of $62 million to increase the Company’s deferred tax liability for the outside basis difference related to the Gracenote Companies included in the Gracenote Sale. This charge was required to be recorded in the period the Company signed a definitive agreement to divest the business. Exclusive of this $62 million charge, the effective tax rates on pretax income from discontinued operations was 48.1% , 45.0% and 44.0% for the years ended December 31, 2017, December 31, 2016, and December 31, 2015, respectively. These rates differ from the U.S. federal statutory rate of 35% primarily due to state income taxes (net of federal benefit), foreign tax rate differences, and the impact of certain nondeductible transaction costs and other adjustments. The results of discontinued operations include selling costs and transactions costs, including legal and professional fees incurred by the Company to complete the Gracenote Sale, of $10 million for the year ended December 31, 2017 and $3 million for each of the years ended December 31, 2016 and December 31, 2015 . The following is a summary of the assets and liabilities of discontinued operations (in thousands): December 31, 2016 Carrying Amounts of Major Classes of Current Assets Included as Part of Discontinued Operations Cash and cash equivalents $ 12,751 Accounts receivable, net 38,727 Prepaid expenses and other 11,127 Total current assets of discontinued operations 62,605 Carrying Amounts of Major Classes of Non-Current Assets Included as Part of Discontinued Operations Property, plant and equipment, net 49,348 Goodwill 333,258 Other intangible assets, net 219,287 Other long-term assets 6,260 Total non-current assets of discontinued operations 608,153 Total Assets Classified as Discontinued Operations in the Consolidated Balance Sheets $ 670,758 Carrying Amounts of Major Classes of Current Liabilities Included as Part of Discontinued Operations Accounts payable $ 6,237 Employee compensation and benefits 17,011 Deferred revenue 27,113 Accrued expenses and other current liabilities 3,923 Total current liabilities of discontinued operations 54,284 Carrying Amounts of Major Classes of Non-Current Liabilities Included as Part of Discontinued Operations Deferred income taxes 89,029 Postretirement, medical, life and other benefits 2,786 Other obligations 3,499 Total non-current liabilities of discontinued operations 95,314 Total Liabilities Classified as Discontinued Operations in the Consolidated Balance Sheets $ 149,598 Net Assets Classified as Discontinued Operations $ 521,160 The Gracenote SPA provides for indemnification against specified losses and damages which became effective upon completion of the transaction. The Company does not expect to incur material costs in connection with these indemnifications. The Company has no material contingent liabilities relating to the Gracenote Sale as of December 31, 2017. The following table represents the components of the results from discontinued operations associated with the Gracenote Sale as reflected in the Company’s Consolidated Statements of Cash Flows (in thousands): 2017 (1) 2016 2015 Significant operating non-cash items: Stock-based compensation $ 1,992 $ 4,196 $ 2,239 Depreciation (2) — 13,584 9,735 Amortization (2) — 29,999 28,826 Significant investing items (3): Acquisitions, net of cash acquired — — (58,996 ) Capital expenditures 1,578 23,548 23,626 Net proceeds from sale of business (4) 557,793 — — Significant financing items (3): Settlements of contingent consideration, net — (3,636 ) 1,174 (1) Results of operations for the Gracenote Companies are reflected through January 31, 2017, the date of the Gracenote Sale. (2) No depreciation expense or amortization expense was recorded by the Company in 2017 as the Gracenote Companies’ assets were held for sale as of December 31, 2016. (3) Non-cash investing and financing activities of Digital and Data businesses included in the Gracenote Sale were immaterial. (4) Net proceeds from the sale of business reflects the gross proceeds from the Gracenote sale of $584 million , net of $17 million of the Gracenote Companies’ cash and cash equivalents included in the sale and $9 million of selling costs. |
Proceedings Under Chapter 11
Proceedings Under Chapter 11 | 12 Months Ended |
Dec. 31, 2017 | |
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 U.S. 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”). The Bankruptcy Court has entered final decrees that have collectively closed 106 of the Debtors’ Chapter 11 cases. The remaining Debtors’ Chapter 11 proceedings continue to be jointly administered under the caption In re Tribune Media Company, et al. , Case No. 08-13141. 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 12 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 the 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. On the Effective Date, the $37 million reported as common shares held by the ESOP, net of unearned compensation, was eliminated, 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. 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, common stock or warrants in the 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 the 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, the 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). In addition, the 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 : As of the Effective Date, the Company issued 78,754,269 shares of Class A Common Stock, par value $0.001 per share, and 4,455,767 shares of Class B Common Stock, par value $0.001 per share. 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, was instead allocated Class B Common Stock until such holder’s Class A Common Stock represented no more than 4.99% of the 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, the Company entered into a warrant agreement (the “Warrant Agreement”), pursuant to which the Company issued 16,789,972 warrants to purchase Common Stock (the “Warrants”). The Company issued the Warrants in lieu of Common Stock to creditors that were otherwise eligible to receive Common Stock in connection with the implementation of the Plan in order to comply with the FCC’s foreign ownership restrictions. Furthermore, pursuant to the Company’s 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 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 the Company and its subsidiaries. • Registration Rights Agreement : On the Effective Date, the 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 15 for further information. • Exit credit facilities : On the Effective Date, the 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, the 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. (the “ABL Exit Facility” and together with the Term Loan Exit Facility, the “Exit Financing Facilities”) to fund ongoing operations. The Exit Financing Facilities were terminated and repaid in full on December 27, 2013. • 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, the 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, the Company entered into a credit agreement (the “Litigation Trust Loan Agreement”) with the Litigation Trust whereby the 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 the 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. In addition, pursuant to certain agreements entered into between the Company and the Litigation Trust, on the Effective Date in accordance with the Plan, the 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 the 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 . The Company has the right to petition the Bankruptcy Court to increase the cap upon a showing that the Company’s costs significantly exceed $625,000 . On January 4, 2013 , the Company filed a notice with the Bankruptcy Court stating that, in the opinion of the independent valuation expert retained by the 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, the Company has substantially consummated the various transactions contemplated under the Plan. In particular, the Company has made all distributions of cash, Common Stock and Warrants that were required to be made under the terms of the Plan to creditors holding allowed claims as of December 31, 2012 . Claims of general unsecured creditors that become allowed claims on or after the Effective Date have been or will be paid on the next quarterly distribution date after such allowance. Pursuant to the terms of the Plan, the Company is also obligated to make certain additional payments to certain creditors, including certain distributions that may become due and owing subsequent to the Effective Date and certain payments to holders of administrative expense priority claims and fees earned by professional advisors during the Chapter 11 proceedings. As described above, on the Effective Date, the Company held restricted cash of $187 million which is estimated to be sufficient to satisfy such obligations. At December 31, 2017 , restricted cash held by the Company to satisfy the remaining claim obligations was $18 million and is estimated to be sufficient to satisfy such obligations. 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. ), and under lead Case No. 12-cv-128 (GMS). The Appellants sought, among other relief, to overturn the Confirmation Order and certain prior orders of the Bankruptcy Court embodied in the Plan, including the settlement of certain claims and causes of action related to the 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 , the Company filed a motion to dismiss the appeals as equitably moot, based on the substantial consummation of the Plan. On June 18, 2014, the Delaware District Court entered an order granting in part and denying in part the motion to dismiss. The effect of the order was to dismiss all of the appeals, with the exception of the relief requested by the Zell Entity concerning the priority in right of payment of the subordinated promissory notes held by the Zell Entity and its permitted assignees with respect to any state law fraudulent transfer claim recoveries from a Creditor Trust that was proposed to be formed under a prior version of the Plan, but was not formed under the Plan as confirmed by the Bankruptcy Court. The Delaware District Court vacated the Bankruptcy Court’s ruling to the extent it opined on that issue. On July 16, 2014, Aurelius, Law Debenture and Deutsche Bank timely appealed the Delaware District Court’s order to the U.S. Court of Appeals for the Third Circuit. On August 19, 2015, the Third Circuit affirmed the Delaware District Court’s dismissal of Aurelius’s appeal of the Confirmation Order. The Third Circuit, however, reversed the Delaware District Court’s dismissal of Law Debenture’s and Deutsche Bank’s appeals of the Confirmation Order, and remanded those appeals to the District Court for further proceedings on the merits. On September 11, 2015, the Third Circuit denied Aurelius’s petition for en banc review of the court’s decision and on January 11, 2016, Aurelius filed a petition for writ of certiorari to the U.S. Supreme Court. That petition was denied on March 31, 2016. If the remaining Appellants succeed on their appeal, 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 the ESOP were converted into 56,521,739 shares of common stock and represented the only outstanding shares of capital stock of the Predecessor after the Merger. Approximately 8,294,000 of the shares held by the ESOP were committed for release or allocated to employees at December 30, 2012. On April 25, 2007 , the Predecessor commenced a tender offer to repurchase up to 126 million shares of common stock that were then outstanding at a price of $34.00 per share in cash (the “Share Repurchase”). The tender offer expired on May 24, 2007 and 126 million shares of the Predecessor’s common stock were repurchased for an aggregate purchase price of $4.289 billion on June 4, 2007 utilizing proceeds from the Credit Agreement and subsequently retired. • On December 20, 2007 , the Predecessor completed its merger with Merger Sub, with the Predecessor surviving the Merger. Pursuant to the terms of the Merger Agreement, each share of common stock, par value $0.01 per share, issued and outstanding immediately prior to the Merger, other than shares held by the Predecessor, the ESOP or Merger Sub immediately prior to the Merger (in each case, other than shares held on behalf of third parties) and shares held by shareholders who validly exercised appraisal rights, was cancelled and automatically converted into the right to receive $34.00 , without interest and less any applicable withholding taxes, and the Predecessor became wholly-owned by the ESOP. As a result, the Predecessor repurchased approximately 119 million shares for an aggregate purchase price of $4.032 billion . • In the Merger, the Zell Entity received cash for the shares of the Predecessor’s common stock it had acquired pursuant to the Zell Entity Purchase Agreement and the Predecessor repaid the exchangeable promissory note held by the Zell Entity including approximately $6 million of accrued interest. In addition, the Predecessor paid to the Zell Entity a total of $5 million in legal fee reimbursements, of which $3 million was previously paid following the Share Repurchase described above. Following the consummation of the Merger, the Zell Entity purchased, for an aggregate of $315 million , a $255 million subordinated promissory note at stated interest ra |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 4: ACQUISITIONS Infostrada Sports, SportsDirect and Enswers (as further defined and described below) were divested in the Gracenote Sale. As of December 31, 2016, the assets and liabilities of the acquisitions of these businesses are classified as discontinued operations in the Company’s Consolidated Balance Sheet and for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , their operating results, as well as any associated transactions costs, are presented as discontinued operations in the Company’s Consolidated Statements of Operations. 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”). Infostrada Sports and SportsDirect provided 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. 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. 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. |
Changes in Operations and Non-o
Changes in Operations and Non-operating Items | 12 Months Ended |
Dec. 31, 2017 | |
Changes in Operations and Non-Operating Items [Abstract] | |
Changes in Operations and Non-Operating items | NOTE 5: CHANGES IN OPERATIONS AND NON-OPERATING ITEMS Employee Reductions —The Company recorded pretax charges, mainly consisting of employee severance costs, associated termination benefits and related expenses totaling $5 million , $10 million and $5 million in 2017 , 2016 and 2015 , respectively. These charges are included in direct operating expenses or SG&A in the Company’s Consolidated Statements of Operations. The following table summarizes these severance and related charges included in income (loss) from continuing operations by business segment for 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Television and Entertainment $ 4,367 $ 9,228 $ 2,317 Corporate and Other 372 1,178 2,959 Total $ 4,739 $ 10,406 $ 5,276 Severance and related expenses included in income (loss) from discontinued operations, net of taxes totaled $0.5 million and $1 million in 2016 and 2015 , 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 $5 million and $9 million at December 31, 2017 and December 31, 2016 , respectively. Changes to the accrued liability for severance and related expenses were as follows (in thousands): Balance at December 31, 2015 $ 3,595 Additions 10,406 Payments (5,020 ) Balance at December 31, 2016 $ 8,981 Additions 4,739 Payments (9,144 ) Balance at December 31, 2017 $ 4,576 Non-Operating Items —Non-operating items for 2017 , 2016 and 2015 are summarized as follows (in thousands): 2017 2016 2015 Loss on extinguishments and modification of debt $ (20,487 ) $ — $ (37,040 ) Gain on investment transactions, net 8,131 — 12,173 Write-downs of investments (193,494 ) — — Other non-operating gain, net 71 5,427 7,228 Total non-operating (loss) gain, net $ (205,779 ) $ 5,427 $ (17,639 ) Non-operating items for 2017 included a $20 million pretax loss on the extinguishments and modification of debt. The loss included a write-off of unamortized debt issuance costs of $7 million and an unamortized discount of $2 million as a portion of the Term Loan Facility was considered extinguished for accounting purposes as well as an expense of $12 million of third party fees as a portion of the Term Loan Facility was considered a modification transaction under ASC 470, “Debt.” Gain on investment transactions, net included a pretax gain of $5 million from the sale of the Company’s tronc, Inc. (“tronc”) shares and a pretax gain of $4 million from the partial sale of CareerBuilder LLC (“CareerBuilder”). Write-downs of investments included non-cash pretax impairment charges of $193 million to write down the Company’s investments in CareerBuilder, Dose Media, LLC (“Dose Media”) and a cost method investment, as further described in Note 8 . Non-operating items in 2016 included a $5 million non-cash favorable workers’ compensation reserve adjustment related to businesses divested by the Company in prior years. 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 9 ), which includes the write-off of unamortized debt issuance costs and discounts. See Note 9 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 Classified Ventures, LLC (“CV”) pursuant to the collection of a contingent receivable subsequent to the Company’s sale of its interest in CV in 2014 and a pretax gain of $3 million on the sale of the Company’s 3% interest in NHLLC on September 2, 2015, as further described in Note 8 . Other non-operating items in 2015 included a $9 million non-cash 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 10 for a description of the hierarchy’s three levels. |
Real Estate Sales and Assets He
Real Estate Sales and Assets Held For Sale (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Assets Held For Sale and Sales of Real Estate [Abstract] | |
Real Estate Sales and Assets Held For Sale | NOTE 6 : REAL ESTATE SALES AND ASSETS HELD FOR SALE Assets Held for Sale —Assets held for sale in the Company’s audited Consolidated Balance Sheets consisted of the following (in thousands): December 31, 2017 December 31, 2016 Real estate $ — $ 17,176 FCC licenses 38,900 — Total assets held for sale $ 38,900 $ 17,176 Real Estate Assets Held for Sale —As of December 31, 2017 , the Company had no real estate properties held for sale. As of December 31, 2016 , the Company had five real estate properties held for sale. The combined net carrying value of real estate properties held for sale and included in non-current assets held for sale in the Company’s Consolidated Balance Sheet at December 31, 2016 totaled $17 million . The Company recorded charges of $2 million , $15 million and $7 million in 2017 , 2016 and 2015 , respectively, to write down certain properties to their estimated fair value, less the expected selling costs, which were determined based on certain assumptions and judgments that are Level 3 within the fair value hierarchy. These charges are included in SG&A in the Company’s Consolidated Statements of Operations. Sales of Real Estate —During 2017, the Company sold several properties for net pretax proceeds totaling $144 million and recognized a net pretax gain of $29 million , as further described below. The Company defines net proceeds as pretax cash proceeds on the sale of properties, net of associated selling costs. On January 26, 2017, the Company sold its Denver, CO property for net proceeds of $23 million , which approximated the carrying value, and entered into a lease for the property. On January 31, 2017, the Company sold one of its Chicago, IL properties for net proceeds of $22 million and entered into a lease with a term of 10 years, subject to renewal, retaining the use of more than a minor portion of the property. The Company recorded a deferred pretax gain of $13 million on the sale, which will be amortized over the life of the lease in accordance with sale-leaseback accounting guidance. On April 21, 2017, the Company sold two of its Chicago, IL properties for net proceeds of less than $1 million . On May 22, 2017, the Company sold two of its Baltimore, MD properties for net proceeds of $15 million which approximated their respective carrying values. On August 4, 2017, the Company sold its Williamsburg, VA property for net proceeds of $1 million , which approximated its carrying value. On November 15, 2017, the Company sold its Costa Mesa, CA properties for net proceeds of $62 million and recorded a pretax gain of $22 million , of which $3 million was attributable to a noncontrolling interest. On December 19, 2017, the Company sold its Ft. Lauderdale, FL property for net proceeds of $21 million and recorded a pretax gain of $6 million , of which less than $1 million was attributable to a noncontrolling interest. Net distributions to noncontrolling interests in 2017 totaled $9 million . During 2016, the Company sold several properties for net pretax proceeds totaling $506 million and recognized a net pretax gain of $213 million , as further described below. On May 2, 2016, the Company sold its Deerfield Beach, FL property for net proceeds of $24 million , and on June 2, 2016, the Company sold its Allentown, PA property for net proceeds of $8 million ; the Company recorded a net pretax loss of less than $1 million on the sale of these properties. On July 7, 2016, the Company sold its Seattle, WA property for net proceeds of $19 million and entered into a lease with a term of 11 years, subject to renewal, retaining the use of more than a minor portion of the property. The Company recorded a deferred pretax gain of $8 million on the sale, which will be amortized over the life of the lease in accordance with sale-leaseback accounting guidance. On July 12, 2016, the Company sold two of its Orlando, FL properties for net proceeds of $34 million and recorded a pretax gain of $2 million . On July 14, 2016, the Company sold its Arlington Heights, IL property for net proceeds of $0.4 million . On September 26, 2016, the Company sold Tribune Tower and the north block of the Los Angeles Times property (the “LA Times Property”) for net proceeds of $199 million and $102 million , respectively, and recognized a pretax gain of $93 million and $59 million , respectively. Pursuant to the terms of the sale agreements, the Company could receive contingent payments of up to an additional $35 million related to the Tribune Tower transaction and an additional $10 million related to the LA Times Property transaction. For both the Tribune Tower and LA Times Property sales, the contingent payments become payable if certain conditions are met pertaining to development rights related to the respective buyer’s plans for development of portions of the two properties. The contingency period for both properties ends five years from the sale date with the possibility of extension in certain circumstances. On September 27, 2016, the Company sold the Olympic Facility for net proceeds of $118 million and recognized a pretax gain of $59 million . On November 14, 2016, the Company sold its Portsmouth, VA property and on November 28, 2016, the Company sold a property located in Chicago, IL for net proceeds totaling $1 million . On December 22, 2016, the Company sold a Baltimore, MD property for net proceeds of $0.3 million . The Company recorded a net pretax gain of less than $1 million on the sale of these properties in the fourth quarter of 2016. During 2015, the Company sold its Bel Air, MD and Newport News, VA properties for net proceeds of $5 million and recorded a net loss of less than $1 million. FCC Licenses Held for Sale —As of December 31, 2017 , certain FCC licenses that were part of the FCC spectrum auction are included in assets held for sale. The gross proceeds received for these licenses totaled $172 million , which is currently reflected in current liabilities in the Company’s Consolidated Balance Sheet at December 31, 2017 . The Company expects to recognize a net pretax gain of $133 million in the first quarter of 2018 related to the surrender of the spectrum associated with these licenses in January 2018. The gain will be included in SG&A in the Company’s Consolidated Statements of Operations. See Note 12 for additional information regarding the Company’s participation in the FCC spectrum auction. |
Goodwill, Other Intangible Asse
Goodwill, Other Intangible Assets and Intangible Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Other Intangible Assets and Intangible Liabilities | NOTE 7: GOODWILL, OTHER INTANGIBLE ASSETS AND INTANGIBLE LIABILITIES Goodwill and other intangible assets consisted of the following (in thousands): December 31, 2017 December 31, 2016 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Other intangible assets subject to amortization Affiliate relationships (useful life of 16 years) $ 212,000 $ (66,250 ) $ 145,750 $ 212,000 $ (53,000 ) $ 159,000 Advertiser relationships (useful life of 8 years) 168,000 (105,000 ) 63,000 168,000 (84,000 ) 84,000 Network affiliation agreements (useful life of 5 to 16 years) 362,000 (175,337 ) 186,663 362,000 (133,725 ) 228,275 Retransmission consent agreements (useful life of 7 to 12 years) 830,100 (377,033 ) 453,067 830,100 (286,994 ) 543,106 Other (useful life of 5 to 15 years) 16,650 (6,565 ) 10,085 15,448 (4,695 ) 10,753 Total $ 1,588,750 $ (730,185 ) 858,565 $ 1,587,548 $ (562,414 ) 1,025,134 Other intangible assets not subject to amortization FCC licenses 740,300 779,200 Trade name 14,800 14,800 Total other intangible assets, net 1,613,665 1,819,134 Goodwill 3,228,988 3,227,930 Total goodwill and other intangible assets $ 4,842,653 $ 5,047,064 The changes in the carrying amounts of intangible assets, which are in the Company’s Television and Entertainment segment, during the years ended December 31, 2017 and December 31, 2016 were as follows (in thousands): Other intangible assets subject to amortization Balance as of December 31, 2015 $ 1,192,602 Amortization (1)(2) (167,717 ) Balance sheet reclassifications (3) 9 Foreign currency translation adjustment 240 Balance as of December 31, 2016 $ 1,025,134 Amortization (1)(2) (167,560 ) Balance sheet reclassifications (3) 86 Foreign currency translation adjustment 905 Balance as of December 31, 2017 $ 858,565 Other intangible assets not subject to amortization Balance as of December 31, 2015 $ 797,400 Impairment charge (3,400 ) Balance as of December 31, 2016 $ 794,000 Reclassification to assets held for sale (4) (38,900 ) Balance as of December 31, 2017 $ 755,100 Goodwill Gross balance as of December 31, 2015 $ 3,609,224 Accumulated impairment losses as of December 31, 2015 (381,000 ) Balance as of December 31, 2015 3,228,224 Foreign currency translation adjustment (294 ) Balance as of December 31, 2016 $ 3,227,930 Foreign currency translation adjustment 1,058 Balance as of December 31, 2017 $ 3,228,988 Total goodwill and other intangible assets as of December 31, 2017 $ 4,842,653 (1) Beginning in the fourth quarter of 2016, the Television and Entertainment reportable segment includes the operations of Covers, including the goodwill and other intangible assets subject to amortization allocated in accordance with ASC Topic 350 guidance, which was previously included in the Digital and Data reportable segment. (2) Amortization of intangible assets includes $1 million related to lease contract intangible assets and is recorded in cost of sales or SG&A expense, if applicable, in the Consolidated Statements of Operations. (3) Represents net reclassifications which are reflected as a decrease to broadcast rights assets in the Consolidated Balance Sheets at December 31, 2017 and December 31, 2016 . (4) See Note 6 for additional information regarding FCC licenses reclassified to assets held for sale. 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 acquisition of all of the issued and outstanding equity interests in Local TV on December 27, 2013 (the “Local TV Acquisition”). 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 Statements of Operations in accordance with the Company’s methodology for amortizing the related broadcast rights. As of December 31, 2016 , the remaining contract intangible liabilities for broadcast rights programming not yet available for broadcast have been reclassified as a reduction of broadcast rights assets or amortized as a reduction of programming expense and the balance was reduced to zero . During the year ended December 31, 2016 , the net changes in the carrying amounts of intangible liabilities, which are in the Company’s Television and Entertainment segment, included $12 million of amortization expense and $2 million of balance sheet reclassifications reflected as a reduction in broadcast rights assets in the Company’s Consolidated Balance Sheet. During the year ended December 31, 2017 , the net changes in the carrying amounts of intangible liabilities were immaterial and the balance was reduced to zero . The Company amortizes its intangible assets subject to amortization on a straight-line basis over their respective useful lives. The remaining intangible assets subject to amortization as of December 31, 2017, excluding lease contract intangible assets, have a weighted-average remaining useful life of approximately seven years. Amortization expense relating to these amortizable intangible assets is expected to be approximately $167 million in 2018 , $140 million in 2019 , $134 million in 2020 , $103 million in 2021 and $84 million in 2022 . 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. There were no goodwill impairment charges recorded in 2017 or 2016. In the fourth quarter of 2015 , the Company conducted its annual goodwill impairment test in accordance with guidance effective in 2015 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 resulted in higher carriage fee revenues and higher programming and other costs. The performance of the new programming did not meet 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 the Company in December 2012. In connection with the 2015 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 the 2015 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 in accordance with guidance effective in 2015 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 . No impairment charges were recorded in 2017 for FCC licenses. In the fourth quarter of 2016 and 2015, the Company recorded a non-cash pretax impairment charge of $3 million and $4 million within the Television and Entertainment segment, respectively, related to the Company’s FCC licenses. 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. 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 9.5% discount rate and terminal growth rate of 2.0% to estimate the fair values of its FCC licenses in the fourth quarter of 2017 . 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. The Company’s fourth quarter 2016 impairment review determined that the FCC licenses in two markets were impaired and the Company’s fourth quarter 2015 impairment review determined that the FCC license in one market was impaired. The impairments were primarily due to declines in estimated future market revenues available to a hypothetical start-up television station in these markets. 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 10 for a description of the hierarchy’s three levels. In 2017, the Company participated in the FCC spectrum auction and received $172 million in gross proceeds. As of December 31, 2017 , certain FCC licenses that were part of the FCC spectrum auction are included in assets held for sale. The Company expects to recognize a net pretax gain of $133 million in the first quarter of 2018 related to the surrender of the spectrum of these television stations in January 2018. See Note 12 for additional information regarding the Company’s participation in the FCC spectrum auction. 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, 2017 | |
Investments [Abstract] | |
Investments | NOTE 8: INVESTMENTS Investments consisted of the following (in thousands): December 31, 2017 December 31, 2016 Equity method investments $ 1,254,198 $ 1,642,117 Cost method investments 27,593 26,748 Marketable equity securities — 6,018 Total investments $ 1,281,791 $ 1,674,883 Equity Method Investments —The Company’s equity method investments at December 31, 2017 included the following private companies: Company % Owned CareerBuilder, LLC 6% 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): 2017 2016 2015 Income from equity investments, net, before amortization of basis difference $ 190,864 $ 202,758 $ 201,207 Amortization of basis difference (53,502 ) (54,602 ) (54,248 ) Income from equity investments, net $ 137,362 $ 148,156 $ 146,959 The carrying value of the Company’s investments was increased by $1.615 billion to a fair value aggregating $2.224 billion as a result of fresh start reporting adopted on the Effective Date. The fair value of the Company’s investments was estimated based on valuations obtained from third parties primarily using the market approach. 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 remaining identifiable net intangible assets subject to amortization of basis difference as of December 31, 2017 totaled $686 million and have a weighted average remaining useful life of approximately 16 years. Cash distributions from the Company’s equity method investments were as follows (in thousands): 2017 2016 2015 Cash distributions from equity investments (1) $ 201,892 $ 170,527 $ 180,207 (1) Certain distributions received from CareerBuilder in 2017 and 2015 exceeded the Company’s share of CareerBuilder’s cumulative earnings. As a result, the Company determined that these distributions were a return of investment and, therefore, presented such distributions totaling $4 million in 2017 and $10 million in 2015 as an investing activity in the Company’s Consolidated Statements of Cash Flows for 2017 and 2015 . TV Food Network —The Company’s 31% investment in TV Food Network totaled $1.234 billion and $1.279 billion at December 31, 2017 and December 31, 2016 , respectively. The Company recognized equity income from TV Food Network of $141 million in 2017 , $122 million in 2016 and $126 million in 2015 . The Company received cash distributions from TV Food Network totaling $186 million in 2017 , $158 million in 2016 and $164 million in 2015 . 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. 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, 2020 . 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 investment in CareerBuilder (through its investment in Camaro Parent, LLC subsequent to the CareerBuilder Sale) totaled $10 million and $341 million at December 31, 2017 and December 31, 2016 , respectively. The Company recognized equity loss from CareerBuilder of $2 million in 2017 and equity income of $27 million in 2016 and $21 million in 2015 . The Company received cash distributions from CareerBuilder totaling $16 million in 2017 , $13 million in 2016 and $16 million in 2015 . CareerBuilder is a global leader in human capital solutions, specializing in Human Resources software-as-a-service to help companies with every step of the recruitment process. 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. On September 7, 2016, TEGNA Inc. (“TEGNA”) announced that it began evaluating strategic alternatives for CareerBuilder, including a possible sale. In 2017 , the Company recorded non-cash pretax impairment charges totaling $181 million to write down the Company’s investment in CareerBuilder prior to the sale. The impairment charges resulted from a decline in the fair value of the investment that the Company determined to be other than temporary. On June 19, 2017, TEGNA announced that it entered into an agreement (the “CareerBuilder Sale Agreement”), together with the other owners of CareerBuilder, including Tribune Media Company, to sell a majority interest in CareerBuilder to an investor group led by investment funds managed by affiliates of Apollo Global Management, LLC and the Ontario Teachers’ Pension Plan Board. The transaction closed on July 31, 2017 and the Company received cash of $158 million , which included an excess cash distribution of $16 million . The Company recognized a gain on sale of $4 million in 2017. As a result of the sale, the Company’s ownership in CareerBuilder declined from 32% to approximately 7% , on a fully diluted basis. As of December 31, 2017, the Company’s ownership in CareerBuilder was approximately 6% , on a fully diluted basis (including CareerBuilder employees’ unvested equity awards) . Pursuant to ASC Topic 323, the Company continues to account for CareerBuilder as an equity method investment. The investment constitutes a nonfinancial asset measured at fair value on a nonrecurring basis in the Company’s Consolidated Balance Sheets and is classified as a Level 3 asset in the fair value hierarchy. See Note 10 for a description of the fair value hierarchy’s three levels. Dose Media, LLC —On November 25, 2015, the Company acquired a 25% interest in Dose Media. The Company’s investment in Dose Media totaled $0 and $12 million at December 31, 2017 and December 31, 2016 , respectively. The Company recognized equity loss from Dose Media of $2 million in 2017 and $3 million in 2016 . Dose Media is a social media content company that creates and distributes content to help brands detect, optimize and publish stories for digital-first audiences. In the fourth quarter of 2017, the Company recorded a non-cash pretax impairment charge of $10 million to write down its entire investment in Dose Media. The impairment charge resulted in a decline in the fair value of the investment that the Company determined to be other than temporary. Summarized Financial Information —Summarized financial information for TV Food Network is as follows (in thousands): Fiscal Year 2017 2016 2015 Revenues, net $ 1,208,357 $ 1,160,716 $ 1,099,307 Operating income $ 593,409 $ 535,131 $ 548,919 Net income $ 608,327 $ 552,146 $ 561,657 December 31, 2017 December 31, 2016 Current assets $ 840,763 $ 810,811 Non-current assets $ 150,277 $ 168,547 Current liabilities $ 92,193 $ 94,284 Non-current liabilities $ — $ 138 Summarized financial information for CareerBuilder and Dose Media is as follows (in thousands): Fiscal Year 2017 2016 2015 Revenues, net (1) $ 645,790 $ 719,994 $ 698,041 Operating (loss) income (1) $ (7,324 ) $ 93,619 $ 84,199 Net (loss) income (1) $ (16,845 ) $ 89,249 $ 80,280 (1) 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 in 2015, they are not included in the above table for 2015. December 31, 2017 December 31, 2016 Current assets $ 181,812 $ 222,563 Non-current assets $ 486,750 $ 565,200 Current liabilities $ 192,388 $ 205,643 Non-current liabilities $ 320,727 $ 23,603 Redeemable non-controlling interest $ 36,661 $ 46,265 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. In 2017, the Company recorded non-cash pretax impairment charges of $191 million to write down the Company’s investments in CareerBuilder and Dose Media, as discussed above. There were no impairments recorded in 2016 and 2015. 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 10 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 —On August 4, 2014, the Company completed the spin-off of its principal publishing operations into an independent company, tronc, Inc. (“tronc”). The Company retained 381,354 shares of tronc common stock, representing at that time 1.5% of the outstanding common stock of tronc. The Company classified the shares of tronc common stock as available-for-sale securities. On January 31, 2017, the Company sold its tronc shares for net proceeds of $5 million and recognized a pretax gain of $5 million . As of December 31, 2016 , the fair value and cost basis of the Company’s investment in tronc was $5 million and $0 , respectively. 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. In 2017, the Company recorded a non-cash pretax impairment charge of $3 million to write down one of the its cost method investments. The impairment charge resulted from a decline in the fair value of the investment that the Company determined to be other than temporary. As of December 31, 2017 , the Company’s cost method investments primarily include 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 2017 and 2016, the Company made capital contributions to New Cubs LLC totaling $5 million and $3 million , respectively, and continues to maintain its membership interest of approximately 5% . The carrying value of this investment was $22 million at December 31, 2017 and $18 million at December 31, 2016 . 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 13 ). 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 13 ) 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. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 9: DEBT Debt consisted of the following (in thousands): December 31, 2017 December 31, 2016 Term Loan Facility Term B Loans due 2020, effective interest rate of 3.84% and 3.82%, net of unamortized discount and debt issuance costs of $1,900 and $31,230 $ 187,725 $ 2,312,218 Term C Loans due 2024, effective interest rate of 3.85%, net of unamortized discount and debt issuance cost of $21,783 1,644,109 — 5.875% Senior Notes due 2022, net of debt issuance costs of $12,649 and $15,437 1,087,351 1,084,563 Dreamcatcher Credit Facility due 2018, effective interest rate of 4.08%, net of unamortized discount and debt issuance costs of $80 — 14,770 Total debt 2,919,185 3,411,551 Less: Debt due within one year — 19,924 Long-term debt, net of current portion $ 2,919,185 $ 3,391,627 Maturities —The Company’s debt and other obligations outstanding as of December 31, 2017 mature as shown below (in thousands): 2018 $ — 2019 — 2020 189,625 2021 — 2022 1,105,727 Thereafter 1,660,165 Total debt 2,955,517 Unamortized discounts and debt issuance costs (36,332 ) Total debt, net of discounts and debt issuance costs $ 2,919,185 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. 2015 Amendment On June 24, 2015, the Company, the Guarantors and JPMorgan, as administrative agent, entered into an amendment (the “Amendment”) to the Secured Credit Facility. Prior to the Amendment and the Prepayment (as defined below), $3.479 billion of term loans (the “Former Term Loans”) were outstanding under the Secured Credit Facility. Pursuant to the Amendment, certain lenders under the Secured Credit Facility converted their Former Term Loans into a new tranche of term loans (the “Converted Term B Loans”), along with certain new lenders who advanced $1.802 billion into the new tranche of term loans (the “New Term B Loans” and, together with the Converted Term B Loans, the “Term B Loans”). The proceeds of Term B Loans advanced by the new lenders were used to prepay in full all of the Former Term Loans that were not converted into Term B Loans. In connection with the Amendment, the Company used the net proceeds from the sale of the Notes (as defined below), together with cash on hand, to prepay (the “Prepayment”) $1.100 billion of the Term B Loans. After giving effect to the Amendment and the Prepayment, there were $2.379 billion of Term B Loans outstanding under the Secured Credit Facility. Term Loan Facility As a result of the Amendment, the Term B Loans bear interest, at the Company’s election, at a rate per annum equal to either (i) LIBOR, adjusted for statutory reserve requirements on Euro currency liabilities (“Adjusted LIBOR”), subject to a minimum rate of 0.75% , plus an applicable margin of 3.0% or (ii) the sum of a base rate determined as the highest of (a) the federal funds effective rate from time to time plus 0.5% , (b) the prime rate of interest announced by the administrative agent as its prime rate, and (c) Adjusted LIBOR plus 1.0% , plus an applicable margin of 2.0% . Overdue amounts under the Term Loan Facility are subject to additional interest of 2.0% per annum. The Term B Loans mature on December 27, 2020. Quarterly installments in an amount equal to 0.25% of the new principal amount of the Term B Loans are due on a quarterly basis. Voluntary prepayments of the Term B Loans are permitted at any time, in minimum principal amounts, without premium or penalty, subject to a 1.00% premium payable in connection with certain repricing transactions within the first twelve months after the Amendment. The Company is required to prepay the Term B Loans: (i) with the proceeds from certain material asset dispositions (but excluding proceeds from dispositions of publishing assets, real estate and its equity investments in CareerBuilder, LLC and 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% . 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 ), 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 . Revolving Credit Facility Loans under the Revolving Credit Facility bear interest, at the election of the Company, at a rate per annum equal to either (i) Adjusted LIBOR plus an applicable margin in the range of 2.75% to 3.0% or (ii) the Alternative Base Rate plus an applicable margin in the range of 1.75% to 2.0% , based on the Company’s net first lien senior secured leverage ratio for the applicable period. The Revolving Credit Facility also includes a fee on letters of credit equal to the applicable margin for Adjusted LIBOR loans and a letter of credit issuer fronting fee equal to 0.125% per annum, in each case, calculated based on the stated amount of letters of credit and payable quarterly in arrears, in addition to the customary charges of the issuing bank. Under the terms of the Revolving Credit Facility, the Company is also required to pay a commitment fee, payable quarterly in arrears, calculated based on the unused portion of the Revolving Credit Facility; the commitment fee will be 0.25% , 0.375% or 0.50% based on the Company’s net first lien senior secured leverage ratio for the applicable period. Overdue amounts under the Revolving Credit Facility are subject to additional interest of 2.0% per annum. Availability under the Revolving Credit Facility will terminate, and all amounts outstanding under the Revolving Credit Facility will be due and payable on December 27, 2018 , but the Company may repay outstanding loans under the Revolving Credit Facility at any time without premium or penalty, subject to breakage costs in certain circumstances. The loans under the Revolving Credit Facility also must be prepaid and the letters of credit cash collateralized or terminated to the extent the extensions of credit under the Revolving Credit Facility exceed the amount of the revolving commitments. The Revolving Credit Facility includes a covenant which requires the Company to maintain a net first lien leverage ratio of no greater than 5.25 to 1.00 for each period of four consecutive fiscal quarters most recently ended. The covenant is only required to be tested at the end of each fiscal quarter if the aggregate amount of revolving loans, swingline loans and letters of credit (other than undrawn letters of credit and letters of credit that have been fully cash collateralized) outstanding exceed 25% of the amount of revolving commitments. This covenant was not required to be tested for the quarterly period ended December 31, 2017 . At December 31, 2016 , there were no borrowings outstanding under the Revolving Credit Facility; however, there were $23 million of standby letters of credit outstanding, primarily in support of the Company’s workers’ compensation insurance programs. 2017 Amendment On January 27, 2017, the Company entered into an amendment (the “2017 Amendment”) to the Secured Credit Facility, pursuant to which, among other things, (i) certain term lenders converted a portion of their Term B Loans outstanding immediately prior to the closing of the 2017 Amendment (the “Former Term B Loans”) into a new tranche of term loans in an aggregate amount (after giving effect to the Term Loan Increase Supplement (as defined below)) of approximately $1.761 billion (the “Term C Loans”), electing to extend the maturity date of the Term C Loans from December 27, 2020 to the earlier of (A) January 27, 2024 and (B) solely to the extent that more than $600 million in aggregate principal amount of the Company’s 5.875% Senior Notes due 2022 remain outstanding on such date, the date that is 91 days prior to July 15, 2022 (as such date may be extended from time to time) and (ii) certain revolving lenders under the Revolving Credit Facility converted all of their revolving commitments into a new tranche of revolving commitments (the “New Initial Revolving Credit Commitments;” the existing tranche of revolving commitments of the remaining revolving lenders, the “Existing Revolving Tranche”), electing to extend the maturity date of the New Initial Revolving Credit Commitments from December 27, 2018 to January 27, 2022. Under the Secured Credit Facility, the Term C Loans bear interest, at the Company’s election, at a rate per annum equal to either (i) the sum of LIBOR, adjusted for statutory reserve requirements on Euro currency liabilities (“Adjusted LIBOR”), subject to a minimum rate of 0.75% , plus an applicable margin of 3.0% or (ii) the sum of a base rate determined as the highest of (a) the federal funds effective rate from time to time plus 0.5% , (b) the prime rate of interest announced by the administrative agent as its prime rate, and (c) Adjusted LIBOR plus 1.0% , plus an applicable margin of 2.0% . Under the Revolving Credit Facility, the loans made pursuant to a New Initial Revolving Credit Commitments bear interest initially, at the Company’s election, at a rate per annum equal to either (i) the sum of Adjusted LIBOR, subject to a minimum rate of zero , plus an applicable margin of 3.0% or (ii) the sum of a base rate determined as the highest of (a) the federal funds effective rate from time to time plus 0.5% , (b) the prime rate of interest announced by the administrative agent as its prime rate, and (c) Adjusted LIBOR plus 1.0% , plus an applicable margin of 2.0% . The interest rate and other terms specific to the Term B Loans and Existing Revolving Tranche were unchanged by the 2017 Amendment. The Term C Loans and the New Initial Revolving Credit Commitments are secured by the same collateral and guaranteed by the same guarantors as the Former Term B Loans. Voluntary prepayments of the Term C Loans are permitted at any time, in minimum principal amounts, without premium or penalty, subject to a 1.00% premium payable in connection with certain repricing transactions within the first six months after the 2017 Amendment. The Revolving Credit Facility includes a covenant that requires the Company to maintain a net first lien leverage ratio of no greater than 5.25 to 1.00 for each period of four consecutive fiscal quarters most recently ended. The covenant is only required to be tested at the end of each fiscal quarter if the aggregate amount of revolving loans, swingline loans and letters of credit (other than undrawn letters of credit and letters of credit that have been fully cash collateralized) outstanding exceed 35% of the aggregate amount of revolving commitments as of the date of the 2017 Amendment (after giving effect to Revolving Credit Facility Increase (as defined below)). The other terms of the Term C Loans and the New Initial Revolving Credit Commitments are also generally the same as the terms of the Former Term B Loans and the Existing Revolving Tranche, as applicable. A portion of each of the Former Term B Loans and the Existing Revolving Tranche remained in place following the 2017 Amendment and each will mature on its respective existing maturity date. Concurrent with the 2017 Amendment, the Company entered into certain interest rate swaps with a notional value of $500 million to hedge variable rate interest payments associated with the Term C Loans due under the 2017 Amendment. See Note 10 for further information on the interest rate swaps. On January 27, 2017, immediately following effectiveness of the 2017 Amendment, the Company increased (A) the amount of its Term C Loans pursuant to an Increase Supplement (the “Term Loan Increase Supplement”) between the Company and the term lender party thereto and (B) the amount of commitments under its Revolving Credit Facility from $300 million to $420 million (the “Revolving Credit Facility Increase”), pursuant to (i) an Increase Supplement, among the Company and certain existing revolving lenders and (ii) a Lender Joinder Agreement, among the Company, a new revolving lender and JPMorgan Chase Bank N.A., as administrative agent. In connection with the 2017 Amendment of the Revolving Credit Facility, the Company incurred fees of $2 million , all of which were deferred. At December 31, 2017 , there were no borrowings outstanding under the Revolving Credit Facility, however, there were $21 million of standby letters of credit outstanding, primarily in support of the Company’s workers’ compensation insurance programs. As of the date of the 2017 Amendment, the aggregate unamortized debt issuance costs related to the Term Loan Facility totaled $25 million and unamortized discount totaled $6 million . In connection with the 2017 Amendment, the Company paid fees to Term C Loan lenders of $4 million , which are considered a debt discount, all of which were deferred, and incurred transaction costs of $13 million , of which $1 million was deferred with the remainder expensed as part of loss on extinguishment and modification of debt, as further described below. Subsequent to the 2017 Amendment, the Company had $600 million of Term B Loans outstanding. On February 1, 2017, the Company used $400 million from the proceeds from the Gracenote Sale to prepay a portion of its Term B Loans. Subsequent to this payment, the Company’s quarterly installments related to the remaining principal amount of Term B Loans are no longer due. As a result of the 2017 Amendment and the $400 million prepayment, the Company recorded charges of $19 million on the extinguishment and modification of debt in the Company’s Consolidated Statements of Operations in the first quarter of 2017. The loss consisted of a write-off of unamortized debt issuance costs of $6 million and an unamortized discount of $1 million associated with the Term B Loans as a portion of the Term Loan Facility was considered extinguished for accounting purposes as well as an expense of $12 million of third parties fees as a portion of the Term Loan Facility was considered a modification transaction under ASC 470, “Debt.” During the third quarter of 2017, the Company used $102 million of after-tax proceeds received from its participation in the FCC spectrum auction to prepay $10 million of the Term B Loans and $91 million of the Term C Loans. Subsequent to these payments, the Company’s quarterly installments related to the remaining principal amount of the Term C Loans are not due until the third quarter of 2022. The Company recorded charges of $1 million associated with debt extinguishment in the third quarter of 2017. See Note 12 for additional information regarding the Company’s participation in the FCC’s incentive auction. The Company’s unamortized transaction costs and unamortized discount related to the Term Loan Facility were $24 million and $31 million at December 31, 2017 and December 31, 2016 , respectively. These deferred costs are recorded as a direct deduction from the carrying amount of an associated debt liability in the Company’s Consolidated Balance Sheets and amortized to interest expense over the contractual term of either the Term B Loans or Term C Loans, as appropriate. 5.875% Senior Notes due 2022 —On June 24, 2015, the Company issued $1.100 billion aggregate principal amount of its 5.875% Senior Notes due 2022 (the “Notes”) under an Indenture, dated as of June 24, 2015 (the “Base Indenture”), among the Company, certain subsidiaries of the Company, as guarantors (the “Subsidiary Guarantors”), and The Bank of New York Mellon Trust Company, N.A. (in such capacity, the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of June 24, 2015, among the Company, the Subsidiary Guarantors and the Trustee (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of September 8, 2015, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Second Supplemental Indenture”), and the Third Supplemental Indenture, dated as of October 8, 2015, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Third Supplemental Indenture” and, together with the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”). The Company used the net proceeds from the sale of the Notes, together with cash on hand, to make the Prepayment discussed above. During the second quarter of 2015, the Company incurred and deferred transaction costs of $19 million , which are classified as a debt discount in the Company’s Consolidated Balance Sheets and amortized to interest expense over the contractual term of the Notes. During the first half of 2016, the Company incurred and deferred an additional $1 million of transaction costs related to filing an exchange offer registration statement for the Notes (as described below). The Company’s unamortized transaction costs related to the Notes were $13 million and $15 million at December 31, 2017 and December 31, 2016 , respectively. The Notes bear interest at a rate of 5.875% per annum and interest is payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2016. The Notes mature on July 15, 2022. The Notes are unsecured senior indebtedness of the Company and are effectively subordinated to the Company’s and the Subsidiary Guarantors’ existing and future secured indebtedness, including indebtedness under the Secured Credit Facility, to the extent of the value of the assets securing such indebtedness. The Indenture provides that the guarantee of each Subsidiary Guarantor is an unsecured senior obligation of that Subsidiary Guarantor. The Notes are, subject to certain exceptions, guaranteed by each of the Company’s domestic subsidiaries that guarantee the Company’s obligations under the Secured Credit Facility. The Company may redeem the Notes, in whole or in part, at any time prior to July 15, 2018, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the redemption date, plus the applicable make-whole premium. The Company may redeem the Notes, in whole or in part, at any time (i) on and after July 15, 2018 and prior to July 15, 2019, at a price equal to 102.938% of the principal amount of the Notes, (ii) on or after July 15, 2019 and prior to July 15, 2020, at a price equal to 101.469% of the principal amount of the Notes, and (iii) on or after July 15, 2020, at a price equal to 100.000% of the principal amount of the Notes, in each case, plus accrued and unpaid interest, if any, to (but excluding) the applicable redemption date. In addition, at any time prior to July 15, 2018, the Company may redeem up to 40% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings at a redemption price of 105.875% , plus accrued and unpaid interest, if any, to (but excluding) the date of redemption. The Indenture contains covenants that, among other things, limit the ability of the Company and the Company’s restricted subsidiaries to: incur additional indebtedness, guarantee indebtedness or issue certain preferred shares; pay dividends on, redeem or repurchase stock or make other distributions in respect of its capital stock; repurchase, prepay or redeem subordinated indebtedness; make loans and investments; create restrictions on the ability of the Company’s restricted subsidiaries to pay dividends to the Company or the Subsidiary Guarantors or make other intercompany transfers; create liens; transfer or sell assets; consolidate, merge or sell or otherwise dispose of all or substantially all of its assets; enter into certain transactions with affiliates; and designate subsidiaries as unrestricted subsidiaries. Upon the occurrence of certain events constituting a change of control triggering event, the Company is required to make an offer to repurchase all of the Notes (unless otherwise redeemed) at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any to (but excluding) the repurchase date. If the Company sells assets under certain circumstances, it must use the proceeds to make an offer to purchase the Notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to (but excluding) the repurchase date. Notes Registration Rights Agreement In connection with the issuance of the Notes, the Company and the Subsidiary Guarantors entered into an exchange and registration rights agreement, dated as of June 24, 2015, with Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. (the “Notes Registration Rights Agreement”). Pursuant to the Notes Registration Rights Agreement, the Company and the Subsidiary Guarantors filed an exchange offer registration statement with the SEC to exchange the Notes and the Guarantees for substantially identical securities registered under the Securities Act of 1933, as amended (the “Securities Act”). The exchange offer registration statement on Form S-4 was declared effective on April 1, 2016, and on May 4, 2016, the Company completed the exchange of $1.100 billion of the Notes and the Guarantees for $1.100 billion of the Company’s 5.875% Senior Notes due 2022 and the related guarantees, which were registered under the Securities Act. Consent Solicitation On June 22, 2017, the Company announced that it received consents from 93.23% of holders of the Notes outstanding as of the record date of June 12, 2017, to effect certain proposed amendments to the Indenture. The Company undertook the consent solicitation (the “Consent Solicitation”) at the request and expense of Sinclair in accordance with the terms of the Merger Agreement. In conjunction with receiving the requisite consents, on June 22, 2017, the Company, the Subsidiary Guarantors party thereto and the Trustee, entered into the fourth supplemental indenture (the “Fourth Supplemental Indenture”) to the Indenture, to effect the proposed amendments to (i) eliminate any requirement for the Company to make a “Change of Control Offer” (as defined in the Indenture) to holders of the Notes in connection with the transactions contemplated by the Merger Agreement, (ii) clarify the treatment under the Indenture of the proposed structure of the Merger and to facilitate the integration of the Company and its subsidiaries and the Notes with and into Sinclair’s debt capital structure, and (iii) eliminate the expense associated with producing and filing with the SEC separate financial reports for Sinclair Television Group, Inc., a wholly-owned subsidiary of Sinclair, as successor issuer of the Notes, if Sinclair or any other parent entity of the successor issuer of the Notes, in its sole discretion, provides an unconditional guarantee of the payment obligations of the successor issuer under the Notes (collectively, the “Amendments”). The Fourth Supplemental Indenture became effective immediately upon execution, but the Amendments will not become operative until immediately prior to the effective time of the Merger. Dreamcatcher —The Company and the Guarantors guaranteed the obligations of Dreamcatcher under its senior secured credit facility (the “Dreamcatcher Credit Facility”) entered into in connection with Dreamcatcher’s acquisition of the Dreamcatcher stations (see Note 1 ). The obligations of the Company and the Guarantors under the Dreamcatcher Credit Facility were secured on a pari passu basis with its obligations under the Secured Credit Facility. As further described in Note 12 , on April 13, 2017, the FCC announced the conclusion of the incentive auction, the results of the reverse and forward auction and the repacking of broadcast television spectrum. The Company participated in the auction and a Dreamcatcher station received $26 million of pretax proceeds in 2017, as further described in Note 12 . Any proceeds received by Dreamcatcher as a result of the incentive auction were required to be first used to repay the Dreamcatcher Credit Facility. During the third quarter of 2017, the Company used $12.6 million of after-tax proceeds from the FCC spectrum auction to prepay the Dreamcatcher Credit Facility. The debt extinguishment charge recorded by the Company in the year ended December 31, 2017 was immaterial. The Company made the final payment to pay off in full the Dreamcatcher Credit Facility in September 2017. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10: 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. On January 27, 2017, concurrent with the 2017 Amendment, the Company entered into interest rate swaps with certain financial institutions for a total notional value of $500 million with a duration that matches the maturity of the Company’s Term C Loans. The interest rate swaps are designated as cash flow hedges and are considered highly effective. As a result, no ineffectiveness has been recognized in the Consolidated Statements of Operations during the 2017 . Additionally, for the interest rate swaps, no amounts are excluded from the assessment of hedge effectiveness. The monthly net interest settlements under the interest rate swaps are reclassified out of accumulated other comprehensive (loss) income and recognized in interest expense consistent with the recognition of interest expense on the Company’s Term C Loans. For the year ended December 31, 2017 , realized losses of $5 million were recognized in interest expense. As of December 31, 2017 , the fair value of the interest rate swaps was recorded in other current liabilities in the amount of $1 million with the unrealized loss recognized in other comprehensive (loss) income. As of December 31, 2017 , the Company expects approximately $2 million to be reclassified out of accumulated other comprehensive (loss) income and into interest expense over the next twelve months. The interest rate swap fair value, which is derived from a discounted cash flow analysis based on the terms of the contracts and observable market interest rate curves, is considered Level 2 within the fair value hierarchy as it includes quoted prices for similar instruments as well as interest rates and yield curves that are observable in the market. The Company held certain marketable equity securities which are traded on national stock exchanges. These securities were recorded at fair value and are categorized as Level 1 within the fair value hierarchy. These investments were measured at fair value on a recurring basis. On January 31, 2017, the Company sold its tronc shares for net proceeds of $5 million and recognized a pretax gain of $5 million in the first quarter of 2017. As of December 31, 2016 the fair value and cost basis was $5 million and $0 , respectively. Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The carrying values of cash and cash equivalents, restricted cash and cash equivalents, trade accounts receivable and trade accounts payable approximate fair value due to their short term to maturity. Certain of the Company’s cash equivalents are held in money market funds which are valued using net asset value (“NAV”) per share, which would be considered Level 1 in the fair value hierarchy. Estimated fair values and carrying amounts of the Company’s financial instruments that are not measured at fair value on a recurring basis were as follows (in thousands): December 31, 2017 December 31, 2016 Fair Carrying Fair Carrying Cost method investments $ 27,593 $ 27,593 $ 26,748 $ 26,748 Term Loan Facility Term B Loans due 2020 $ 189,704 $ 187,725 $ 2,359,571 $ 2,312,218 Term C Loans due 2024 $ 1,666,942 $ 1,644,109 $ — $ — 5.875% Senior Notes due 2022 $ 1,132,417 $ 1,087,351 $ 1,120,482 $ 1,084,563 Dreamcatcher Credit Facility $ — $ — $ 14,952 $ 14,770 The following methods and assumptions were used to estimate the fair value of each category of financial instruments. Cost Method Investments —Cost method investments in private companies are recorded at cost, net of write-downs resulting from periodic evaluations of the carrying value of the investments. In 2017, the Company recorded a non-cash pretax impairment charge of $3 million to write down one of its cost method investments. The impairment charge resulted from a decline in the fair value of the investment that the Company determined to be other than temporary. No other events or changes in circumstances occurred during 2017 or 2016 that suggested a significant adverse effect on the fair value of the Company’s remaining investments. The carrying value of the cost method investments at both December 31, 2017 and December 31, 2016 approximated fair value. The cost method investments would be classified in Level 3 of the fair value hierarchy. Term Loan Facility —The fair value of the outstanding principal balance of the term loans under the Company’s Term Loan Facility at both December 31, 2017 and December 31, 2016 is based on pricing from observable market information in a non-active market and would be classified in Level 2 of the fair value hierarchy. 5.875% Senior Notes due 2022 —The fair value of the outstanding principal balance of the Notes at December 31, 2017 and December 31, 2016 is based on pricing from observable market information in a non-active market and would be classified in Level 2 of the fair value hierarchy. Dreamcatcher Credit Facility —The fair value of the outstanding principal balance of the Company’s Dreamcatcher Credit Facility at December 31, 2016 is based on pricing from observable market information for similar instruments in a non-active market and would be classified in Level 2 of the fair value hierarchy. |
Contracts Payable for Broadcast
Contracts Payable for Broadcast Rights | 12 Months Ended |
Dec. 31, 2017 | |
Contracts Payable For Broadcast Rights [Abstract] | |
Contracts Payable for Broadcast Rights | NOTE 11: CONTRACTS PAYABLE FOR BROADCAST RIGHTS Contracts payable for broadcast rights totaled $554 million and $556 million at December 31, 2017 and December 31, 2016 , respectively. Scheduled future obligations under contractual agreements for broadcast rights at December 31, 2017 are as follows (in thousands): 2018 $ 253,244 2019 130,469 2020 114,141 2021 51,596 2022 4,214 Total $ 553,664 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 12: 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, 2017 and December 31, 2016 , these contractual commitments totaled $860 million and $1.2 billion , respectively. Operating Leases —The Company leases certain equipment and office and production space under various operating leases. Net lease expense from continuing operations was $31 million , $24 million and $23 million in 2017 , 2016 and 2015 , respectively. The Company’s future minimum lease payments under non-cancelable operating leases at December 31, 2017 were as follows (in thousands): 2018 $ 28,717 2019 26,552 2020 25,828 2021 20,271 2022 18,891 Thereafter 90,241 Total $ 210,500 Other Commitments —At December 31, 2017 , the Company had commitments under purchasing obligations related to capital projects, technology services, news and market data services, and talent contracts totaling $331 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 March 1, 2018 , 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”) in effect on December 31, 2017, the Company may own up to two television stations within the same Nielsen Media Research Designated Market Area (“DMA”) (i) provided certain specified signal contours of the stations do not overlap, (ii) where certain specified signal contours of the stations overlap but, at the time the station combination was created, no more than one of the stations was a top 4-rated station and the market would continue to have at least eight independently-owned full power stations after the station combination is created or (iii) where certain waiver criteria are met. In a report and order issued in August 2016 and effective December 1, 2016 (the “2014 Quadrennial Review Order”), the FCC, among other things, adopted a rule applying the “top-4” ownership limitation within a market to “affiliation swaps,” that prohibited transactions between networks and their local station affiliates pursuant to which affiliations are reassigned in a way that results in common ownership or control of two of the top-four rated stations in the DMA. The prohibition is prospective only and does not apply to multiple top-4 network multicast streams broadcast by a single station. On November 16, 2017 the FCC adopted an order on reconsideration (the “2014 Quadrennial Review Reconsideration Order”) eliminating the eight-voices test and providing for a case-by-case review of television combinations involving two to-four ranked stations in a market. These changes became effective on February 7, 2018. The 2014 Quadrennial Review Order is the subject of a pending petition for judicial review by the Third Circuit. A petition for judicial review of the 2014 Quadrennial Review Reconsideration Order was filed on January 16, 2018 at the U.S. Court of Appeals for the Third Circuit and is pending. On January 25, 2018, the petitioners in that case filed an “Emergency Petition” asking the court to stay the effectiveness of all the FCC rule changes embodied in the 2014 Quadrennial Review Reconsideration Order. In an order issued on February 7, 2018, the court denied the “Emergency Petition” and stayed the petitioners’ underlying appeal of the 2014 Quadrennial Review Reconsideration Order for six months. The Company cannot predict the outcomes of these proceedings, or the effect on our business. The Company owns duopolies permitted 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. All of these combinations are permitted under the Duopoly Rule as revised by the 2014 Quadrennial Review Reconsideration Order, subject to reauthorization of any outstanding waivers in the event of the assignment or transfer of control of any of the affected station licenses. The FCC’s “Newspaper Broadcast Cross Ownership Rule” (the “NBCO Rule”) in effect on December 31, 2017, generally prohibits an entity from owning or holding “attributable interests” in both daily newspapers and broadcast stations in the same market. On August 4, 2014, the Company completed the Publishing Spin-off and retained 381,354 shares of tronc common stock, then representing 1.5% of the outstanding common stock of tronc. As such, the Company does not have an attributable interest in the daily newspaper business or operations of tronc. As a result of the pro rata distribution of tronc stock to shareholders of the Company, the three attributable shareholders of the Company (collectively, the “Attributable Shareholders”) became attributable shareholders of tronc. Two Attributable Shareholders report that they have divested their interest in tronc, while one maintains the status quo with respect to its interest in the company. 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. In the 2014 Quadrennial Review Order the FCC modified the NBCO Rule by providing an exception for failed or failing entities and allowing for consideration of waivers of the rule on a case-by-case basis. The 2014 Quadrennial Review Order on Reconsideration eliminated the NBCO Rule altogether effective as of February 7, 2018, thus, any residual attributable interests are permitted. The 2014 Quadrennial Review Order is the subject of a pending petition for judicial review by the U.S. Court of Appeals for the Third Circuit. A petition for judicial review of the 2014 Quadrennial Review Reconsideration Order was filed on January 16, 2018 at the U.S. Court of Appeals for the Third Circuit and is pending. The Company cannot predict the outcomes of these proceedings or their effect on our business. 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”). In a Report and Order issued on September 7, 2016, the FCC repealed the UHF Discount but grandfathered existing station combinations, like ours, that exceeded the 39% national reach cap as a result of the elimination of the UHF Discount, subject to compliance in the event of a future change of control or assignment of license. The FCC reinstated the UHF Discount in an Order on Reconsideration adopted on April 20, 2017 (the “UHF Discount Reconsideration Order”). Both the September 7, 2016 order repealing the UHF Discount and the April 20, 2017 order reinstating it are subject to pending petitions for judicial review by the U.S. Court of Appeals for the District of Columbia Circuit. On December 18, 2017, the FCC released a Notice of Proposed Rulemaking seeking comment generally, on the continuing propriety of a national cap and the Commission’s jurisdiction with respect to the cap. The Company cannot predict the outcome of these proceedings, or their effect on its business. The Company provides certain operational support and other services to Dreamcatcher pursuant to SSAs. In the 2014 Quadrennial Order, the FCC adopted reporting requirements for SSAs. This rule was retained in the 2014 Quadrennial Review Reconsideration Order. In a Report and Order and Further Notice of Proposed Rulemaking issued on March 31, 2014, the FCC sought comment on whether to eliminate or modify its “network non-duplication” and “syndicated exclusivity” rules, pursuant to which local television stations may enforce their contractual exclusivity rights with respect to network and syndicated programming. That proceeding remains pending. Pursuant to the Satellite Television Extension and Localism Act of 2010 (“STELA”) Reauthorization Act, enacted in December 2014 (“STELAR”), the FCC has adopted regulations prohibiting a television station from coordinating retransmission consent negotiations or negotiating retransmission consent on a joint basis with a separately owned television station in the same market. The Company does not currently engage in retransmission consent negotiations jointly with any other stations in its markets. In response to Congress’s directive in STELAR, on September 2, 2015, the FCC issued a Notice of Proposed Rulemaking (“NPRM”) seeking comment on whether the FCC should make changes to its rules requiring that commercial broadcast television stations and MVPDs negotiate in “good faith” for the retransmission by MVPDs of local television signals. On July 14, 2016, Chairman Wheeler announced that the FCC will not adopt additional rules governing parties’ good faith negotiation obligations (however, the FCC has not yet formally terminated the proceeding). Federal legislation enacted in February 2012 authorized the FCC to conduct a voluntary “incentive auction” in order to reallocate certain spectrum currently occupied by television broadcast stations to mobile wireless broadband services, to “repack” television stations into a smaller portion of the existing television spectrum band and to require television stations that do not participate in the auction to modify their transmission facilities, subject to reimbursement for reasonable relocation costs up to an industry-wide total of $1.750 billion . On April 13, 2017, the FCC announced the conclusion of the incentive auction, the results of the reverse and forward auction and the repacking of the broadcast television spectrum. The Company participated in the auction and has received approximately $191 million in pretax proceeds (including $26 million of proceeds received by a Dreamcatcher station) as of December 31, 2017. The Company used $102 million of after-tax proceeds to prepay a portion of the Term Loan Facility. After-tax proceeds of $12.6 million received by a Dreamcatcher station were used to prepay a substantial portion of the Dreamcatcher Credit Facility. The Company received gross pretax proceeds of $172 million from licenses sold by the Company in the FCC spectrum auction and expects to recognize a net pretax gain of $133 million in the first quarter of 2018 related to the surrender of the spectrum of television stations in January 2018. The Company also received $84 million of pretax proceeds for sharing arrangements whereby the Company will provide hosting services to the counterparties. Additionally, the Company paid $66 million of proceeds to counterparties who will host certain of the Company’s television stations under sharing arrangements. The proceeds received by the Company for hosting the counterparties have been recorded in deferred revenue and other long-term liabilities and will be amortized to other revenue over a period of 30 years starting with the commencement of each arrangement. The proceeds paid to the counterparties have been recorded in prepaid and other long-term assets and will be amortized to direct operating expense over a period of 30 years starting with the commencement of each arrangement. Twenty-two of the Company’s television stations (including WTTK, which operates as a satellite station of WTTV) will be required to change frequencies or otherwise modify their operations as a result of the repacking. In doing so, the stations could incur substantial conversion costs, reduction or loss of over-the-air signal coverage or an inability to provide high definition programming and additional program streams. The Company expects that the reimbursements from the FCC’s special fund will cover the majority of the Company’s costs and expenses related to the repacking. However, the Company cannot currently predict the effect of the repacking, whether the special fund will be sufficient to reimburse all of the Company’s costs and expenses related to the repacking, the timing of reimbursements or any spectrum-related FCC regulatory action. The Company completed the Local TV Acquisition on December 27, 2013 pursuant to FCC staff approval granted on December 20, 2013 in the Local TV Transfer Order. On January 22, 2014 , Free Press filed an Application for Review seeking review by the full Commission of the Local TV Transfer Order. The Company filed an Opposition to the Application for Review on February 21, 2014 . Free Press filed a reply on March 6, 2014 . The matter is pending. From time to time, the FCC revises existing regulations and policies in ways that could affect the Company’s broadcasting operations. In addition, Congress from time to time considers and adopts substantive amendments to the governing communications legislation. The Company cannot predict such actions or their resulting effect upon the Company’s business and financial position. Other Contingencies —The Company and its subsidiaries are defendants from time to time in actions for matters arising out of their business operations. In addition, the Company and its subsidiaries are involved from time to time as parties in various regulatory, environmental and other proceedings with governmental authorities and administrative agencies. See Note 13 for a discussion of potential income tax liabilities. In July 2017, following the initial filing of the proxy statement/prospectus (the “Proxy Statement/Prospectus”) by each of Sinclair and the Company with the SEC relating to the Merger, four purported Tribune Media Company shareholders (the “Plaintiffs”) filed putative class action lawsuits against the Company, members of the Company’s Board of Directors, and, in certain instances, Sinclair and Samson Merger Sub, Inc. (collectively, the “Parties”) in the United States District Courts for the Districts of Delaware and Illinois. The actions are captioned McEntire v. Tribune Media Company, et al. , 1:17-cv-05179 (N.D. Ill.), Duffy v. Tribune Media Company, et al. , 1:17-cv-00919 (D. Del.), Berg v. Tribune Media Company, et al. , 1:17-cv-00938 (D. Del.), and Pill v. Tribune Media Company, et al. , 1:17-cv-00961 (D. Del.) (collectively, the “Actions”). These lawsuits allege that the Proxy Statement/Prospectus omitted material information and was materially misleading in violation of the Securities Exchange Act of 1934, as amended, and SEC Rule 14a-9 and generally seek, as relief, class certification, preliminary and permanent injunctive relief, rescission or rescissory damages, and unspecified damages. On September 15, 2017, the Parties entered into a memorandum of understanding (the “MOU”) to resolve the individual claims asserted by the Plaintiffs. The MOU acknowledges that the Company, in part in response to the claims asserted in the Actions, filed certain supplemental disclosures with the SEC on August 16, 2017 and that the Company, solely in response to the Actions, communicated to four third parties that participated in the sale process and twenty-three third parties that have signed confidentiality agreements in connection with potential divestitures that the “standstill” obligations of such third parties were waived. The Parties further agreed that the Company would make the additional supplemental disclosures, which are set forth in the Company’s Current Report on Form 8-K, filed with the SEC on September 15, 2017. Further, the MOU specifies that within five business days of the closing of the Merger, the Parties will file stipulations of dismissal for the Actions pursuant to Federal Rule of Civil Procedure 41(a), which will dismiss Plaintiffs’ individual claims with prejudice, and dismiss the claims asserted on behalf of a purported class of the Company’s shareholders without prejudice. The MOU will not affect the timing of the Merger or the amount or form of consideration to be paid in the Merger. 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, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13: 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): 2017 2016 2015 (Loss) income from continuing operations before income taxes $ (118,296 ) $ 434,242 $ (289,419 ) Federal income taxes at 35% (41,404 ) 151,985 (101,297 ) State and local income taxes, net of federal tax benefit (4,606 ) 17,474 3,195 Domestic production activities deduction (5,539 ) (6,807 ) (6,554 ) Non-deductible reorganization and transaction costs 7,598 497 622 Non-deductible goodwill — — 133,350 Impact of federal and state rate changes (262,851 ) — — Income tax settlements and other adjustments, net 634 179,558 (7,842 ) Other, net 4,795 4,495 4,444 Income tax (benefit) expense from continuing operations $ (301,373 ) $ 347,202 $ 25,918 Effective tax rate 254.8% 80.0% (9.0)% In 2017 , income tax benefit amounted to $301 million , which reflects a $256 million provisional discrete net tax benefit due to the Tax Reform as defined and further described below and a one-time benefit of $7 million due to a decrease in the Company’s net state deferred tax liabilities as a result of a change in the Company’s state effective income tax rate. On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Reform”) was signed into law. Under ASC Topic 740, the effects of Tax Reform are recognized in the period of enactment and as such are recorded in the Company’s fourth quarter of 2017. The Company is in the process of analyzing certain provisions of Tax Reform including but not limited to the repeal of the domestic production activities deduction and changes to the deductibility of executive compensation. Consistent with the guidance under ASC Topic 740, and subject to Staff Accounting Bulletin (“SAB”) 118, which provides for a measurement period to complete the accounting for certain elements of Tax Reform, the Company recorded the provisional impact from the enactment of Tax Reform in the fourth quarter of 2017. As a result of Tax Reform, the Company recorded a provisional discrete net tax benefit of $256 million , primarily due to a remeasurement of the net deferred tax liabilities resulting from the decrease in the U.S. federal corporate income tax rate from 35% to 21% . Further impacts of Tax Reform may be reflected in future quarters upon issuance of clarifications to existing law or additional technical guidance from the Department of Treasury and the completion of the Company’s tax return filings. Tax Reform also provided for a one-time deemed mandatory repatriation of post-1986 undistributed foreign subsidiary earnings and profits (“E&P”) through the year ended December 31, 2017. The Company does not have any net accumulated E&P in its foreign subsidiaries and therefore is not subject to tax for the year ended December 31, 2017. Further, the Company has analyzed the effects of new taxes due on certain foreign income, such as global intangible low-taxed income (“GILTI”), base-erosion anti-abuse tax (“BEAT”), foreign-derived intangible income (“FDII”) and limitations on interest expense deductions (if certain conditions apply) that are effective starting in fiscal 2018. The Company has determined that these new provisions are not applicable to the Company. In 2016 , income tax expense amounted to $347 million , which reflects a $191 million charge related to the Newsday settlement, as described below. In addition, tax expense included favorable adjustments of $11 million related to the resolution of certain federal and state income tax matters and other adjustments. In 2015 , income tax expense amounted to $26 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 $8 million primarily related to the resolution of certain federal and state income tax matters and other adjustments. The Company has not recorded a provision for deferred U.S. income tax expense on any undistributed earnings of foreign subsidiaries since the Company intends to indefinitely reinvest the earnings of these foreign subsidiaries outside the U.S. The Company had less than $1 million at each of December 31, 2017 , December 31, 2016 and December 31, 2015 . The amount of unrecognized U.S. deferred income tax liability with respect to these undistributed foreign earnings is not material. Components of income tax (benefit) expense from continuing operations were as follows (in thousands): 2017 2016 2015 Current: U.S. federal $ 94,873 $ 273,205 $ 138,871 State and local 18,810 35,057 16,677 Sub-total 113,683 308,262 155,548 Deferred: U.S. federal (381,063 ) 32,783 (110,390 ) State and local (33,993 ) 6,157 (19,240 ) Sub-total (415,056 ) 38,940 (129,630 ) Total income tax (benefit) expense from continuing operations $ (301,373 ) $ 347,202 $ 25,918 Significant components of the Company’s net deferred tax assets and liabilities were as follows (in thousands): December 31, 2017 December 31, 2016 Deferred tax assets: Broadcast rights $ 53,249 $ 78,531 Postretirement benefits other than pensions 1,970 3,467 Stock-based compensation and other employee benefits 13,995 20,261 Pensions 93,913 175,766 Deferred gain on spectrum 49,103 — Other accrued liabilities 9,630 15,518 Other future deductible items 14,479 16,638 Net operating loss carryforwards 1,436 1,582 Accounts receivable 1,240 4,902 239,015 316,665 Valuation allowance (633 ) — Total deferred tax assets $ 238,382 $ 316,665 Deferred tax liabilities: Net intangible assets $ 370,284 $ 564,405 Investments 209,751 399,103 Deferred gain on partnership contributions 96,076 157,567 Net properties 70,445 112,864 Outside basis difference on Gracenote Companies — 63,403 Other — 3,571 Total deferred tax liabilities 746,556 1,300,913 Net deferred tax liabilities $ 508,174 $ 984,248 Federal, State and Foreign Operating Loss Carryforwards —At December 31, 2017 and December 31, 2016 , the Company had approximately $50 million and $56 million , respectively, of state operating loss carryforwards. The carryforwards will expire between 2019 and 2029 . The Company has not recorded a valuation allowance on the basis of management’s assessment that the net operating losses are more likely than not to be realized. The federal, state and foreign operating loss carryforwards attributable to the divested entities have been classified as discontinued operations, as further described in Note 2 . Newsday Transactions —As further described in Note 8 , 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. On September 2, 2015, the Company sold its 3% interest in Newsday, as further described in Note 8 . Through December 31, 2015, the Company made approximately $136 million of federal and state tax payments through its regular tax reporting process, which included $101 million that became payable upon closing of the sale of the Newsday partnership interest. In March 2013 , the IRS issued its audit report on the Company’s federal income tax return for 2008 which concluded that the gain from the Newsday Transactions should have been included in the Company’s 2008 taxable income. Accordingly, the IRS proposed a $190 million tax and a $38 million accuracy-related penalty. The Company would also be subject to interest on the tax and penalty due. The Company disagreed with the IRS’s position and timely filed a protest in response to the IRS’s proposed tax adjustments. In addition, if the IRS prevailed, the Company also would have been subject to state income taxes, interest and penalties. During the second quarter of 2016, as a result of extensive discussions with the IRS administrative appeals division, the Company reevaluated its tax litigation position related to the Newsday transaction and re-measured the cumulative most probable outcome of such proceedings. As a result, during the second quarter of 2016, the Company recorded a $102 million charge which was reflected as a $125 million current income tax reserve and a $23 million reduction in deferred income tax liabilities. The income tax reserve included federal and state taxes, interest and penalties while the deferred income tax benefit is primarily related to deductible interest expense. In connection with the potential resolution of the matter, the Company also recorded $91 million of income tax expense to increase the Company’s deferred income tax liability to reflect the reduction in the tax basis of the Company’s assets. The reduction in tax basis is required to reflect the reduction in the amount of the Company’s guarantee of the Newsday partnership debt which was included in the reported tax basis previously determined upon emergence from bankruptcy. During the third quarter of 2016, the Company reached an agreement with the IRS administrative appeals division regarding the Newsday transaction which applies for tax years 2008 through 2015. The terms of the agreement reached with the IRS appeals office were materially consistent with the Company’s reserves at June 30, 2016. During the fourth quarter of 2016, the Company recorded an additional $1 million of income tax expense primarily related to the additional accrual of interest. During the second half of 2016, the Company paid $122 million of federal taxes, state taxes (net of state refunds), interest and penalties. The tax payments were recorded as a reduction in the Company’s current income tax reserve described above. The remaining $4 million of state liabilities are included in the income taxes payable account on the Company’s Consolidated Balance Sheet at both December 31, 2017 and December 31, 2016 . In connection with the final agreement, the Company also recorded an income tax benefit of $3 million to adjust the previously recorded estimate of the deferred tax liability adjustment described above. Chicago Cubs Transactions —As further described in Note 8 , the Company consummated the closing of the Chicago Cubs Transactions on October 27, 2009 . As a result of these transactions, Ricketts Acquisition LLC owns 95% and the Company owns 5% of the membership interests in New Cubs LLC. The fair market value of the contributed assets exceeded the tax basis and did not result in an immediate taxable gain because the transaction was structured to comply with the partnership provisions of the IRC and related regulations. On June 28, 2016, the IRS issued the Company a Notice of Deficiency (“Notice”) which presents the IRS’s position that the gain should have been included in the Company’s 2009 taxable income. Accordingly, the IRS has proposed a $182 million tax and a $73 million gross valuation misstatement penalty. In addition, after-tax interest on the aforementioned proposed tax and penalty through December 31, 2017 would be approximately $63 million . The Company continues to disagree with the IRS’s position that the transaction generated a taxable gain in 2009, the proposed penalty and the IRS’s calculation of the gain. During the third quarter of 2016, the Company filed a petition in U.S. Tax Court to contest the IRS’s determination. The Company continues to pursue resolution of this disputed tax matter with the IRS. If the IRS prevails in their position, the gain on the Chicago Cubs Transactions would be deemed to be taxable in 2009. The Company estimates that the federal and state income taxes would be approximately $225 million before interest and penalties. Any tax, interest and penalty due will be offset by tax payments made relating to this transaction subsequent to 2009. As of December 31, 2017 , the Company has paid or accrued approximately $53 million of federal and state tax payments through its regular tax reporting process. The Company does not maintain any tax reserves relating to the Chicago Cubs Transactions. In accordance with ASC Topic 740, the Company’s Consolidated Balance Sheet at December 31, 2017 and December 31, 2016 includes a deferred tax liability of $96 million and $158 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 $23 million at both December 31, 2017 and December 31, 2016 . If all of the unrecognized tax benefits at those dates had been recognized, there would have been a favorable $20 million and $17 million impact on the Company’s reported income tax expense in 2017 and 2016 , respectively. As allowed by ASC Topic 740, the Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense. The Company’s accrued interest and penalties included in the Newsday settlement as described above totaled less than $1 million and $80 million for the years ended December 31, 2017 and December 31, 2016 , respectively. Excluding the impact of Newsday, the Company’s accrued interest and penalties related to uncertain tax positions totaled $1 million of tax expense for both December 31, 2017 and December 31, 2016 . The Company is no longer subject to IRS audit and has paid all taxes for years prior to 2013, with the exception of 2009 as described above. 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 2015 , 2016 and 2017 (in thousands): 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 Gross increase as a result of tax positions related to a prior period 46,034 Gross increase as a result of tax positions related to the current period 449 Gross decrease as a result of tax positions related to a prior period (2,591 ) Decreases related to settlements with taxing authorities (45,130 ) Reclassifications to income taxes payable (1,615 ) Decrease related to statute of limitations expirations (8,247 ) Liability at December 31, 2016 $ 22,532 Gross increase as a result of tax positions related to a prior period 223 Gross increase as a result of tax positions related to the current period 2,414 Gross decrease as a result of tax positions related to a prior period (277 ) Decreases related to settlements with taxing authorities (1,568 ) Decrease related to statute of limitations expirations (2 ) Liability at December 31, 2017 $ 23,322 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 $11 million within the next twelve months due to the resolution of tax examination issues and statute of limitations expirations. |
Pension and Other Retirement Pl
Pension and Other Retirement Plans | 12 Months Ended |
Dec. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Retirement Plans | NOTE 14: 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, 2017 . Multiemployer Pension Plans —As discussed above, 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 for each of 2017 , 2016 and 2015 . 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, 2017 for the AFTRA Retirement Plan, which represented 94% of the Company’s contributions in 2017 , was green based on the plan’s year-end at November 30, 2016. 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 2017 . 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 income (loss). 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, 2017 December 31, 2016 December 31, 2017 December 31, 2016 Change in benefit obligations: Projected benefit obligations, beginning of year $ 1,990,263 $ 1,986,971 $ 8,875 $ 10,055 Service cost 768 692 — — Interest cost 78,195 82,724 264 320 Plan amendments 601 1,025 — — Impact of Medicare Reform Act — — 42 60 Actuarial loss (gain) 94,092 22,615 (593 ) (496 ) Benefits paid (107,043 ) (103,764 ) (914 ) (1,064 ) Projected benefit obligations, end of year 2,056,876 1,990,263 7,674 8,875 Change in plans’ assets: Fair value of plans’ assets, beginning of year 1,545,862 1,530,898 — — Actual return on plans’ assets 221,182 118,728 — — Employer contributions — — 914 1,064 Benefits paid (107,043 ) (103,764 ) (914 ) (1,064 ) Fair value of plans’ assets, end of year 1,660,001 1,545,862 — — Under funded status of the plans $ (396,875 ) $ (444,401 ) $ (7,674 ) $ (8,875 ) Amounts recognized in the Company’s Consolidated Balance Sheets consisted of (in thousands): Pension Plans Other Postretirement Plans December 31, 2017 December 31, 2016 December 31, 2017 December 31, 2016 Employee compensation and benefits (1) $ — $ — $ (1,157 ) $ (1,324 ) Pension obligations, net (2) (396,875 ) (444,401 ) — — Postretirement medical, life and other benefits (2) — — (6,517 ) (7,551 ) Net amount recognized $ (396,875 ) $ (444,401 ) $ (7,674 ) $ (8,875 ) (1) Included in current liabilities within the Company’s Consolidated Balance Sheets. (2) Included in non-current liabilities within the Company’s Consolidated Balance Sheets. The accumulated benefit obligation, which excludes the impact of future compensation increases, for all defined benefit pension plans was $2.057 billion and $1.990 billion at December 31, 2017 and December 31, 2016 , respectively. The components of net periodic benefit (credit) cost for Company-sponsored plans were as follows (in thousands): Pension Plans Other Postretirement Plans 2017 2016 2015 2017 2016 2015 Service cost $ 768 $ 692 $ 709 $ — $ — $ 81 Interest cost 78,195 82,724 81,815 264 320 451 Expected return on plans’ assets (101,126 ) (107,616 ) (111,690 ) — — — Recognized actuarial loss — — — — — 25 Amortization of prior service costs (credits) 116 90 — (380 ) (380 ) (81 ) Net periodic benefit (credit) cost $ (22,047 ) $ (24,110 ) $ (29,166 ) $ (116 ) $ (60 ) $ 476 Amounts included in the accumulated other comprehensive loss component of shareholders’ equity for Company-sponsored plans were as follows (in thousands): Pension Plans Other Postretirement Plans Total December 31, 2017 December 31, 2016 December 31, 2017 December 31, 2016 December 31, 2017 December 31, 2016 Unrecognized net actuarial (losses) gains, net of tax $ (46,897 ) $ (66,212 ) $ 176 $ (185 ) $ (46,721 ) $ (66,397 ) Unrecognized prior service (cost) credit, net of tax (942 ) (568 ) 1,851 2,082 909 1,514 Total $ (47,839 ) $ (66,780 ) $ 2,027 $ 1,897 $ (45,812 ) $ (64,883 ) In accordance with ASC Topic 715, unrecognized net actuarial gains and losses will be recognized in net periodic pension expense over approximately 24 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 2017 2016 2017 2016 Discount rate for expense 4.05 % 4.30 % 3.30 % 3.45 % Discount rate for obligations 3.55 % 4.05 % 3.10 % 3.30 % Long-term rate of return on plans’ assets for expense 6.60 % 7.00 % — — 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 6.60% 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 2017 , the Company assumed a 7.0% 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. For purposes of measuring postretirement health care obligations at December 31, 2017 , the Company assumed a 7.0% 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 2025 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, 2017 , 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 $ 7 $ (6 ) Projected benefit obligation $ 217 $ (199 ) 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, 2017 and December 31, 2016 and target allocations by asset class were as follows: Percentage of Plan Assets Actual Allocations Target Allocations Asset category: 2017 2016 2017 2016 Equity securities 52.7 % 53.4 % 50.0 % 50.0 % Fixed income securities 40.7 % 39.6 % 45.0 % 45.0 % Cash and other short-term investments 0.7 % 1.0 % — — Other alternative investments 5.9 % 6.0 % 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 Thomson One/Cambridge 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, 2017 and December 31, 2016 , using the fair value hierarchy established under ASC Topic 820 and described in Note 10 . The fair value hierarchy in the tables exclude certain investments which are valued using NAV as a practical expedient (in thousands): Pension Plan Assets as of December 31, 2017 Level 1 Level 2 Level 3 Total Pension plan assets measured at fair value: Registered investment companies $ 704,141 $ — $ — $ 704,141 Common/collective trusts — 12,607 — 12,607 Fixed income: U.S. government securities — 250,792 — 250,792 Corporate bonds — 294,362 — 294,362 Mortgage-backed and asset-backed securities — 31,188 — 31,188 Other (1) — (35,330 ) — (35,330 ) Pooled separate account — 16,809 — 16,809 Total pension plan assets measured at fair value $ 704,141 $ 570,428 $ — 1,274,569 Pension plan assets measured at NAV as a practical expedient (2) 360,382 Pension plan assets measured at contract value: Insurance contracts 25,050 Total pension plan assets $ 1,660,001 (1) Other includes pending net security purchases of $89 million . (2) Certain common/collective trusts, the 103-12 investment entity, the international equity limited liability company, real estate, private equity and venture capital limited partnerships that are measured at fair value using the NAV per share practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the total value of plan assets. Pension Plan Assets as of December 31, 2016 Level 1 Level 2 Level 3 Total Pension plan assets measured at fair value: Registered investment companies $ 575,884 $ — $ — $ 575,884 Common/collective trusts — 16,060 — 16,060 Fixed income: U.S. government securities — 200,782 — 200,782 Corporate bonds — 264,451 — 264,451 Mortgage-backed and asset-backed securities — 30,961 — 30,961 Other (1) — (9,155 ) — (9,155 ) Pooled separate account — 17,403 — 17,403 Total pension plan assets measured at fair value $ 575,884 $ 520,502 $ — 1,096,386 Pension plan assets measured at NAV as a practical expedient (2) 424,875 Pension plan assets measured at contract value: Insurance contracts 24,601 Total pension plan assets $ 1,545,862 (1) Other includes pending net security purchases of $58 million . (2) Certain common/collective trusts, the 103-12 investment entity, the international equity limited partnership, real estate, private equity and venture capital limited partnerships that are measured at fair value using the NAV per share practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the total value of plan assets. 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 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. Cash Flows —In 2017 , the Company made no contributions to its qualified pension plans and $1 million to its other postretirement plans. The Company expects to contribute $36 million to its qualified pension plans and $1 million to its other postretirement plans in 2018 . 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. The benefit payments reflect expected future service, as appropriate (in thousands): Qualified Pension Plan Other 2018 $ 116,955 $ 1,157 2019 $ 119,454 $ 1,041 2020 $ 121,577 $ 929 2021 $ 123,705 $ 835 2022 $ 125,289 $ 745 2023-2027 $ 628,065 $ 2,570 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. The Company’s current qualified 401(k) savings plans 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 and Tribune Media Company 401(k) Plan also provide for an annual discretionary profit sharing contribution tied to the Company achieving certain financial targets. The Company made contributions of $14 million , $16 million and $14 million , to certain of its defined contribution plans in 2017 , 2016 and 2015 , respectively. The Company recorded compensation expense related to its defined contribution plans from continuing operations of $13 million in each of 2017 , 2016 and 2015 . These expenses are included in SG&A in the Company’s Consolidated Statements of Operations. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Capital Stock | NOTE 15: CAPITAL STOCK Common Stock and Warrants —As of the Effective Date, the 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, 2017 and December 31, 2015 on a net basis, 48 and 2,432,478 shares, respectively, of Class B Common Stock were converted into 48 and 2,432,478 shares, respectively, of Class A Common Stock. There were no conversions during the year ended December 31, 2016. In addition, on the Effective Date, the Company entered into the Warrant Agreement, pursuant to which the Company issued 16,789,972 Warrants to purchase Common Stock. The 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, 2017 , December 31, 2016 , and December 31, 2015 , 97,681 , 163,077 , and 1,718,652 Warrants, respectively, were exercised for 97,681 , 163,077 and 1,718,645 shares, respectively, of Class A Common Stock. In addition, 10,147 shares, 16,898 shares and 9,536 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 2017 , 2016 and 2015 , respectively (see Note 16 for further information). At December 31, 2017 , the following amounts were issued: 30,551 Warrants, 101,429,999 shares of Class A Common Stock, of which 14,102,185 were held in treasury, and 5,557 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, the Company entered into the Registration Rights Agreement with the 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. 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. Shelf Registration Statement —On November 29, 2017, following the exercise of one of the demand registration rights by the Oaktree Group under the Registration Rights Agreement, the Company filed a registration statement on Form S-3 under which the Oaktree Group may resell, from time to time, up to 14,145,447 shares of the Company’s Class A Common Stock. On November 29, 2017, the Company filed a preliminary prospectus supplement providing for the sale of 7,000,000 shares of Class A Common Stock, which was completed on December 4, 2017. The Company did not receive any of the proceeds from the shares of Class A Common Stock sold by the Oaktree Group. Secondary Public Offering —Following the exercise of one of the demand registration rights by the stockholders under the Registration Rights Agreement, 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 February 24, 2016 , the Board authorized a new stock repurchase program, under which the Company may repurchase up to $400 million of its outstanding Class A Common Stock. Under the stock repurchase program, the Company may repurchase shares in open-market purchases in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “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. During 2016, the Company repurchased 6,432,455 shares for $232 million at an average price of $36.08 per share. The Company did not repurchase any shares of Common Stock during 2017. As of December 31, 2017 , the remaining authorized amount under the current authorization totaled approximately $168 million . The Merger Agreement does not permit the Company to repurchase shares of its Common Stock except in narrow circumstances involving payment in satisfaction of options and conversion of Class B Common Stock into Class A Common Stock. See Note 1 for additional information about the Merger Agreement. 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 Exchange Act. 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, totaling 7,670,216 shares, authorized under the repurchase program. Special Cash Dividends —On January 2, 2017 , the Board authorized and declared a special cash dividend of $5.77 per share of Common Stock (the “2017 Special Cash Dividend”), which was paid on February 3, 2017 to holders of record of Common Stock and Warrants at the close of business on January 13, 2017. In addition, pursuant to the terms of the Warrant Agreement, the Company made a cash payment of $5.77 per Warrant on February 3, 2017 to holders of record of Warrants at the close of business on January 13, 2017. The total aggregate payment on February 3, 2017 totaled $499 million , including payment to holders of Warrants. On March 5, 2015, the Board authorized and declared a special cash dividend of $6.73 per share of Common Stock (the “2015 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): 2017 2016 Per Share Total Amount Per Share Total Amount First quarter $ 0.25 $ 21,742 $ 0.25 $ 23,215 Second quarter 0.25 21,816 0.25 22,959 Third quarter 0.25 21,834 0.25 22,510 Fourth quarter 0.25 21,837 0.25 21,612 Total quarterly cash dividends declared and paid $ 1.00 $ 87,229 $ 1.00 $ 90,296 On February 21, 2018 , the Board declared a quarterly cash dividend of $0.25 per share to be paid on March 26, 2018 to holders of record of Common Stock and Warrants as of March 12, 2018 . Future dividends will be subject to the discretion of the Board and the terms of the Merger Agreement, which limits the Company’s ability to pay dividends, except for the payment of quarterly cash dividends not to exceed $0.25 per share and consistent with record and payment dates in 2016. The payment of 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 16 . The DEUs will be reinvested in RSUs and PSUs and settled concurrently with the vesting of associated RSUs and PSUs. Pursuant to the Company’s policy, the forfeitable DEUs and dividends payable in cash are treated as a reduction of retained earnings or, if the Company is in a retained deficit position, as a reduction of additional paid-in capital. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | NOTE 16: STOCK-BASED COMPENSATION On May 5, 2016, the 2016 Incentive Compensation Plan (the “Incentive Compensation Plan”) and the Stock Compensation Plan for Non-Employee Directors (the “Directors Plan” and, together with the Incentive Compensation Plan, “2016 Equity Plans”) were approved by the Company’s shareholders for the purpose of granting stock awards to officers, employees and Board members of the Company and its subsidiaries. There are 5,100,000 shares of Class A Common Stock authorized for issuance under the Incentive Compensation Plan and 200,000 shares of Class A Common Stock authorized for issuance under the Directors Plan, of which 3,032,672 shares and 168,529 shares, respectively, were available for grant as of December 31, 2017 . On March 1, 2013 , the Compensation Committee of the Board adopted the 2013 Equity Incentive Plan (the “Equity Incentive Plan”) for the purpose of granting stock awards to directors, officers and employees of the Company and its subsidiaries. Stock awarded pursuant to the Equity Incentive Plan was limited to five percent of the outstanding Common Stock on a fully diluted basis as of the Effective Date. There were 5,263,000 shares of Common Stock authorized for issuance under the Equity Incentive Plan. Prior to the adoption of the 2016 Equity Plan, the Company had 616,332 shares of Class A Common Stock available for grant under the Equity Incentive Plan. Subsequent to the approval of the 2016 Equity Plans by the Company’s shareholders, no additional awards will be granted under the Equity Incentive Plan. The Incentive Compensation Plan provides for the granting of non-qualified stock options (“NSOs”), incentive stock options (“ISOs”), stock appreciation (“SARs”), restricted stock units (“RSUs”), performance share units (“PSUs”), restricted stock awards and other stock-based awards (collectively “Equity Awards”). The Directors Plan provides for the granting of shares, stock options and other stock-based awards (collectively “Director Equity Awards”). Pursuant to ASC Topic 718, “Compensation-Stock Compensation,” the Company measures stock-based compensation costs on the grant date based on the estimated fair value of the award and recognizes compensation costs on a straight-line basis over the requisite service period for the entire award. The Company’s equity plans allow employees and directors to surrender to the Company shares of vested Common Stock upon vesting of their stock awards or at the time they exercise their NSOs in lieu of their payment of the required withholdings for employee taxes. Holders of RSUs and PSUs also receive DEUs until the RSUs or PSUs vest. See Note 15 for further information. The number of DEUs granted for each RSU or PSU is calculated based on the value of the dividends per share paid on the Company’s Common Stock and the closing price of the Company’s Common Stock on the dividend payment date. The DEUs vest with the underlying RSU or PSU. NSO and RSU awards generally vest 25% on each anniversary of the date of the grant. Under the 2016 Equity Plans, the exercise price of an NSO award cannot be less than the market price of the Class A Common Stock at the time the NSO award is granted and has a maximum contractual term of 10 years. PSU awards generally cliff vest at the end of the three -year performance periods, depending on the period specified in each respective PSU agreement. The number of PSUs that ultimately vest depends on the Company’s performance relative to specified financial targets for fiscal years 2017 , 2018 and 2019 . In the second quarter of 2016, the Company granted 214,416 supplemental PSU awards (“Supplemental PSUs”) to certain executive officers. A portion of the Supplemental PSUs will be eligible to vest until March 1, 2018 if a closing stock price of the Company’s Class A Common Stock is maintained for 10 consecutive trading days that equals or exceeds $44 and each increment $2 thereafter, up to a maximum of $64 , as adjusted for dividends declared (each such increment, a “Stock Price Hurdle”). No Stock Price Hurdle will be counted twice, and none of the Supplemental PSUs will vest unless the minimum $44 Stock Price Hurdle (as adjusted) is achieved by March 1, 2018. As of December 31, 2017, there were 136,448 Supplemental PSUs outstanding. Unrestricted stock awards have been issued to certain members of the Board as compensation for retainer fees and long-term awards. The Company intends to facilitate settlement of all vested awards in Common Stock. 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 special cash dividends and pursuant to the terms of the Company’s equity plans, 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 dividends. The Company’s Class A Common Stock began trading ex-dividend (the “Ex-dividend Date”) on January 11, 2017 and March 23, 2015 for the 2017 Special Cash Dividend and the 2015 Special Cash Dividend, respectively. The conversion ratio (the “Ratio”) used to adjust the awards was based on the ratio of (a) unaffected closing price of Class A Common Stock on the day before the Ex-dividend Date to (b) the opening price of Class A Common Stock on the Ex-dividend Date. As the above adjustments were made pursuant to existing anti-dilution provisions of the Company equity plans, the Company did not record any incremental compensation expense related to the conversion of the Equity Awards. The Equity Awards continue to vest over the original vesting period, as described above. The combined impact of this award activity is collectively referred to as the “Adjustments.” The Adjustments increased outstanding Equity Awards by 720,405 shares and 251,537 shares for the 2017 Special Cash Dividend and the 2015 Special Cash Dividend, respectively, which are separately included in the tables below. For NSOs granted prior to each respective Ex-dividend Date, the weighted-average exercise prices reflect the historical values without giving effect to the special cash dividends. For RSUs and PSUs granted prior to each respective Ex-dividend Date, the weighted-average fair values in the tables below reflect historical values without giving effect to the special cash dividends. The awards held as of the Ex-dividend Date were modified as follows: • Non-Qualified Stock Options - The number of NSOs outstanding as of the Ex-dividend Date was increased via the calculated Ratio and the strike price of NSOs was decreased via the Ratio in order to preserve the fair value of NSOs; • Restricted Stock Units - The number of outstanding 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 2017 , 2016 and 2015 : 2017 2016 2015 Risk-free interest rate 2.17 % 1.35 % 1.71 % Expected dividend yield 3.12 % 3.36 % 0.17 % Expected stock price volatility 33.12 % 36.54 % 44.47 % Expected life (in years) 6.25 6.25 6.25 The Company determines the fair value of PSU, RSU and unrestricted and restricted stock awards by reference to the quoted market price of the Class A Common Stock on the date of the grant. The Company determined the fair value of Supplemental PSUs using a Monte Carlo simulation model. Stock-based compensation expense for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 totaled $33 million , $37 million , and $32 million respectively, including the expense attributable to discontinued operations of $2 million , $4 million and $2 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): 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 (1) 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 2015 Special Cash Dividend 145 * * Outstanding, December 31, 2015 (1) 1,375 $ 60.62 $ 30.47 8.3 $ — Granted 1,363 30.43 7.46 Cancelled (67 ) 60.45 30.55 Forfeited (275 ) 39.89 15.04 Outstanding, December 31, 2016 (1) 2,396 $ 45.82 $ 19.15 8.2 $ 6,163 Granted 932 32.12 7.97 Exercised (400 ) 28.31 8.54 Cancelled (87 ) 48.48 23.91 Forfeited (447 ) 29.24 8.31 Adjustment due to the 2017 Special Cash Dividend 453 * * Outstanding, December 31, 2017 (1) 2,847 39.00 15.49 6.6 21,897 Vested and exercisable, December 31, 2017 (1) 1,187 $ 48.48 $ 23.96 4.0 $ 3,235 * Not meaningful (1) The weighted average exercise price and weighted-average fair value of options outstanding as of the end of each reporting period reflect the adjustments to the awards as a result of the respective special cash dividend. 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 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 Adjustments due to the 2015 Special Cash Dividend 89 * Outstanding and nonvested, December 31, 2015 (1) 840 $ 58.39 2.3 Granted 824 29.97 Dividend equivalent units granted 34 37.20 Vested (307 ) 58.44 Dividend equivalent units vested (6 ) 41.32 Forfeited (151 ) 42.25 Dividend equivalent units forfeited (3 ) 39.01 Outstanding and nonvested, December 31, 2016 (1)(2) 1,231 $ 40.92 1.3 Granted 625 32.77 Dividend equivalent units granted 31 39.21 Vested (575 ) 38.21 Dividend equivalent units vested (20 ) 32.45 Forfeited (399 ) 32.35 Dividend equivalent units forfeited (12 ) 33.14 Adjustment due to the 2017 Special Cash Dividend 224 * Outstanding and nonvested, December 31, 2017 (1) 1,105 $ 32.62 1.3 * Not meaningful (1) The weighted average fair value of outstanding RSUs as of the end of each reporting period reflects the adjustment for the respective special cash dividend. (2) Included 22,309 RSUs which were granted to foreign employees and which the Company expected to settle in cash. The fair value of these RSUs was not material. 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 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 Granted 17 33.73 Vested (17 ) 33.73 Outstanding and nonvested, December 31, 2016 — $ — 0.0 Granted 52 36.48 Vested (10 ) 34.98 Outstanding and nonvested, December 31, 2017 42 $ 36.84 3.0 A summary of activity and weighted average fair values related to the PSUs is as follows (shares in thousands): Shares Weighted Avg. Fair Value Weighted Avg. Remaining Contractual Term (in years) Outstanding and nonvested, December 28, 2014 43 74.35 1.3 Granted 66 68.10 Dividend equivalent units granted 3 41.86 Forfeited (17 ) 64.89 Adjustment due to the 2015 Special Cash Dividend 12 * Outstanding and nonvested, December 31, 2015 (1)(2) 107 $ 65.50 0.6 Granted 295 21.26 Dividend equivalent units granted 10 37.50 Vested (56 ) 65.06 Dividend equivalent units vested (1 ) 41.64 Forfeited (8 ) 49.85 Outstanding and nonvested, December 31, 2016 (1)(2) 347 $ 27.23 1.1 Granted 118 31.45 Dividend equivalent units granted 5 39.26 Vested (184 ) 31.22 Dividend equivalent units vested (4 ) 32.50 Forfeited (47 ) 33.73 Dividend equivalent units forfeited (6 ) 40.72 Adjustment due to the 2017 Special Cash Dividend 24 * Outstanding and nonvested, December 31, 2017 (1)(2) 253 $ 22.53 1.4 * Not meaningful (1) Represents shares of PSUs for which performance targets have been established and which are deemed granted under U.S. GAAP. (2) The weighted average fair value of outstanding PSUs reflect the adjustment for the respective special cash dividend. As of December 31, 2017 , 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 $ 34,262 2.3 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 17: 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 attributable to Tribune Media Company to common stock and other participating securities based on their respective rights to receive distributions of earnings or losses. The Company’s Class A Common Stock and Class B Common Stock equally share in distributed and undistributed earnings. In a period when the Company’s distributed earnings exceed undistributed earnings, no allocation to participating securities or dilutive securities is performed. The Company accounts for the Warrants as participating securities, as holders of the Warrants, in accordance with and subject to the terms and conditions of the Warrant Agreement, are entitled to receive ratable distributions of the Company’s earnings concurrently with such distributions made to the holders of Common Stock, subject to certain restrictions relating to FCC rules and requirements. Under the terms of the Company’s RSU and PSU agreements, unvested RSUs and PSUs contain forfeitable rights to dividends and DEUs. Because the DEUs are forfeitable, they are defined as non-participating securities. As of December 31, 2017 , there were 53,668 DEUs outstanding, which will vest at the time that the underlying RSU or PSU vests. The Company computes basic EPS by dividing income (loss) from continuing operations, (loss) income from discontinued operations, and net (loss) income attributable to Tribune Media Company, respectively, applicable to common shares by the weighted average number of common shares outstanding during the period. In accordance with the two-class method, undistributed earnings applicable to the Warrants are excluded from the computation of basic EPS. Diluted EPS is computed by dividing income (loss) from continuing operations, (loss) income from discontinued operations, and net income (loss), respectively, by the weighted average number of common shares outstanding during the period as adjusted for the assumed exercise of all outstanding stock awards. The calculation of diluted EPS assumes that stock awards outstanding were exercised at the beginning of the period. The stock awards are included in the calculation of diluted EPS only when their inclusion in the calculation is dilutive. ASC Topic 260, “Earnings per Share,” states that the presentation of basic and diluted EPS is required only for common stock and not for participating securities. For the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , 71,385 , 180,259 and 877,233 , 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): 2017 2016 2015 EPS numerator: Net income (loss) from continuing operations $ 183,077 $ 87,040 $ (315,337 ) Net income from continuing operations attributable to noncontrolling interests (3,378 ) — — Net income (loss) from continuing operations attributable to Tribune Media Company 179,699 87,040 (315,337 ) Less: Dividends distributed to Warrants 69 161 325 Less: Undistributed earnings allocated to Warrants 81 — — Income (loss) from continuing operations attributable to Tribune Media Company’s common shareholders for basic EPS $ 179,549 $ 86,879 $ (315,662 ) Add: Undistributed earnings allocated to dilutive securities 1 — — Income (loss) from continuing operations attributable to Tribune Media Company’s common shareholders for diluted EPS $ 179,550 $ 86,879 $ (315,662 ) Income (loss) from discontinued operations, as reported $ 14,420 $ (72,794 ) $ (4,581 ) Less: Undistributed earnings allocated to Warrants 7 — — Income (loss) from discontinued operations attributable to common shareholders for basic and diluted EPS $ 14,413 $ (72,794 ) $ (4,581 ) Net income (loss) attributable to Tribune Media Company’s common shareholders for basic EPS $ 193,962 $ 14,085 $ (320,243 ) Net income (loss) attributable to Tribune Media Company’s common shareholders for diluted EPS $ 193,963 $ 14,085 $ (320,243 ) EPS denominator: Weighted average shares outstanding - basic 87,066 90,244 94,686 Impact of dilutive securities 935 392 — Weighted average shares outstanding - diluted 88,001 90,636 94,686 Basic Earnings (Loss) Per Common Share Attributable to Tribune Media Company from: Continuing Operations $ 2.06 $ 0.96 $ (3.33 ) Discontinued Operations 0.17 (0.80 ) (0.05 ) Net Earnings (Loss) Per Common Share $ 2.23 $ 0.16 $ (3.38 ) Diluted Earnings (Loss) Per Common Share Attributable to Tribune Media Company from: Continuing Operations $ 2.04 $ 0.96 $ (3.33 ) Discontinued Operations 0.16 (0.80 ) (0.05 ) Net Earnings (Loss) Per Common Share $ 2.20 $ 0.16 $ (3.38 ) 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, 2,126,516 , 1,778,194 and 2,002,476 common share equivalents, comprised of NSOs, PSUs and RSUs, have been excluded from the diluted EPS calculation for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | NOTE 18: ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME The Company’s AOCI is a separate component of shareholders’ equity in the Company’s Consolidated Balance sheets. The following table summarizes the changes in AOCI, net of taxes by component (in thousands): Pension and other Post-Retirement Benefit Items Marketable Securities Cash Flow Hedging Instruments Foreign Currency Translation Adjustments (1) Total Balance at December 31, 2015 $ (57,391 ) $ 2,139 $ — $ (15,764 ) (71,016 ) Other comprehensive (loss) income before reclassifications (7,316 ) 936 — (4,210 ) (10,590 ) Amounts reclassified from AOCI (176 ) — — — (176 ) Balance at December 31, 2016 (64,883 ) 3,075 — (19,974 ) (81,782 ) Other comprehensive income (loss) before reclassifications 19,231 (95 ) (3,591 ) 5,253 20,798 Amounts reclassified from AOCI (160 ) (2,980 ) 3,298 12,765 12,923 Balance at December 31, 2017 $ (45,812 ) $ — $ (293 ) $ (1,956 ) $ (48,061 ) (1) In 2017, amounts reclassified from AOCI included $9 million of cumulative translation adjustments as a result of the Gracenote Sale, which are included in income (loss) from discontinued operations, net of taxes, and $4 million of cumulative translation adjustments as a result of the CareerBuilder impairment, which are included in write-downs of investments, in the Company’s Consolidated Statements of Operations. See Note 8 for the discussion of the Company’s equity-method investments. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 19: RELATED PARTY TRANSACTIONS The Company’s company-sponsored pension plan assets included an investment in a loan fund limited partnership managed by Oaktree Capital Management, L.P. (“Oaktree”), which is affiliated with Oaktree Tribune, L.P., a principal shareholder of Tribune Media Company as of December 31, 2016. As further described in Note 15 , in 2017, Oaktree sold 7,000,000 shares of the Company’s Class A Common Stock, which resulted in Oaktree no longer qualifying as a principal shareholder of the Company as of December 31, 2017. In April 2016, the Company requested a full withdrawal of its investment from the fund managed by Oaktree which had a fair value of $30 million at December 31, 2015 . The withdrawal was completed and proceeds were received in June 2016. The Secured Credit Facility syndicate of lenders includes funds affiliated with Oaktree. These funds held $28 million of the Company’s Term C Loans at December 31, 2017 and $31 million of the Company’s Former Term B Loans at December 31, 2016 . |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Business Segments | NOTE 20: BUSINESS SEGMENTS The Company’s business consists of Television and Entertainment operations and the management of certain owned real estate assets. The Company also holds a variety of investments, including equity investments in TV Food Network and CareerBuilder. The Company’s Digital and Data operations, which had previously been presented as a separate reportable segment, are reported in discontinued operations (see Note 2 for further information). Television and Entertainment is a reportable segment which provides audiences across the country with news, entertainment and sports programming on Tribune Broadcasting local television stations and their websites, WGN America and other digital assets. The Company’s 42 local television stations (including the three stations to which the Company provides certain services under SSAs with Dreamcatcher) consist of 14 FOX television affiliates, 12 CW Network, LLC television affiliates, 6 CBS television affiliates, 3 ABC television affiliates, 3 MY television affiliates, 2 NBC television affiliates and 2 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; and radio program services on WGN-AM, a Chicago radio station. Corporate and Other includes the Company’s real estate operating segment responsible for the management of certain owned real estate assets, including revenues from leasing Company-owned office and production facilities and any gains or losses from the sales of owned real estate, as well as certain administrative activities associated with operating the Company’s corporate office functions and managing the Company’s predominantly frozen company-sponsored defined benefit pension plans. Corporate and Other is not a reportable segment but is included below for reconciliation purposes. 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 included: 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, 2017 , December 31, 2016 and December 31, 2015 (in thousands): 2017 2016 2015 Operating Revenues from Continuing Operations (1) Television and Entertainment $ 1,835,423 $ 1,909,896 $ 1,752,542 Corporate and Other 13,536 38,034 49,425 Total operating revenues $ 1,848,959 $ 1,947,930 $ 1,801,967 Operating Profit (Loss) from Continuing Operations (1) Television and Entertainment $ 196,100 $ 324,837 $ (175,140 ) Corporate and Other (87,632 ) 108,737 (94,195 ) Total operating profit (loss) $ 108,468 $ 433,574 $ (269,335 ) Depreciation from Continuing Operations (2) Television and Entertainment $ 42,713 $ 45,083 $ 48,437 Corporate and Other 13,601 13,742 16,117 Total depreciation $ 56,314 $ 58,825 $ 64,554 Amortization from Continuing Operations (2) Television and Entertainment $ 166,679 $ 166,664 $ 166,404 Total amortization $ 166,679 $ 166,664 $ 166,404 Capital Expenditures Television and Entertainment $ 48,667 $ 59,167 $ 33,173 Corporate and Other 16,587 16,944 32,285 Discontinued Operations 1,578 23,548 23,626 Total capital expenditures $ 66,832 $ 99,659 $ 89,084 Assets Television and Entertainment $ 7,197,859 $ 7,484,591 Corporate and Other (3) 932,569 1,228,526 Assets held for sale (4) 38,900 17,176 Discontinued Operations (4) — 670,758 Total assets $ 8,169,328 $ 9,401,051 (1) See Note 2 for the disclosures of operating revenues and operating (loss) profit included in discontinued operations for the historical periods. (2) Depreciation from discontinued operations totaled $14 million and $10 million for the years ended December 31, 2016 and December 31, 2015 . Amortization from discontinued operations totaled $30 million and $29 million for the years ended December 31, 2016 and December 31, 2015 . (3) As of December 31, 2017 and December 31, 2016 , 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. (4) See Note 2 for information regarding discontinued operations and Note 6 for information regarding assets held for sale. |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | NOTE 21: QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (in thousands, except per share data) 2017 Quarters Total First Second Third Fourth Operating Revenues Television and Entertainment $ 436,033 $ 466,061 $ 447,307 $ 486,022 $ 1,835,423 Other 3,877 3,456 3,226 2,977 13,536 Total operating revenues $ 439,910 $ 469,517 $ 450,533 $ 488,999 $ 1,848,959 Operating (Loss) Profit Television and Entertainment $ 20,013 $ 50,219 $ (1,357 ) $ 127,225 $ 196,100 Corporate and Other (35,245 ) (31,893 ) (22,392 ) 1,898 (87,632 ) Total operating (loss) profit (15,232 ) 18,326 (23,749 ) 129,123 108,468 Income on equity investments, net 37,037 40,761 21,058 38,506 137,362 Interest and dividend income 505 548 827 1,269 3,149 Interest expense (38,758 ) (40,185 ) (40,389 ) (40,055 ) (159,387 ) Loss on extinguishments and modification of debt (1) (19,052 ) — (1,435 ) — (20,487 ) Gain (loss) on investment transactions, net (1) 4,950 — 5,667 (2,486 ) 8,131 Write-downs of investments (1) (122,000 ) (58,800 ) — (12,694 ) (193,494 ) Other non-operating (loss) gain, net (1) (26 ) 71 — 26 71 Reorganization items, net (2) (250 ) (449 ) (753 ) (657 ) (2,109 ) (Loss) Income from Continuing Operations Before Income Taxes (152,826 ) (39,728 ) (38,774 ) 113,032 (118,296 ) Income tax benefit (51,614 ) (9,905 ) (20,087 ) (219,767 ) (301,373 ) (Loss) Income from Continuing Operations (101,212 ) (29,823 ) (18,687 ) 332,799 183,077 Income (Loss) from Discontinued Operations, net of taxes 15,618 (579 ) — (619 ) 14,420 Net (Loss) Income $ (85,594 ) $ (30,402 ) $ (18,687 ) $ 332,180 $ 197,497 Net income from continuing operations attributable to noncontrolling interests — — — (3,378 ) (3,378 ) Net (Loss) Income attributable to Tribune Media Company (85,594 ) (30,402 ) (18,687 ) 328,802 194,119 Basic (Loss) Earnings Per Common Share Attributable to Tribune Media Company from: Continuing Operations $ (1.17 ) $ (0.34 ) $ (0.21 ) $ 3.77 $ 2.06 Discontinued Operations 0.18 (0.01 ) — (0.01 ) 0.17 Net (Loss) Earnings Per Common Share $ (0.99 ) $ (0.35 ) $ (0.21 ) $ 3.76 $ 2.23 Diluted (Loss) Earnings Per Common Share Attributable to Tribune Media Company from: Continuing Operations $ (1.17 ) $ (0.34 ) $ (0.21 ) $ 3.73 $ 2.04 Discontinued Operations 0.18 (0.01 ) — (0.01 ) 0.16 Net (Loss) Earnings Per Common Share $ (0.99 ) $ (0.35 ) $ (0.21 ) $ 3.72 $ 2.20 2016 Quarters Total First Second Third Fourth Operating Revenues Television and Entertainment $ 455,875 $ 468,134 $ 460,164 $ 525,723 $ 1,909,896 Other 12,597 11,662 9,874 3,901 38,034 Total operating revenues $ 468,472 $ 479,796 $ 470,038 $ 529,624 $ 1,947,930 Operating Profit (Loss) Television and Entertainment $ 58,605 $ 83,346 $ 46,024 $ 136,862 $ 324,837 Corporate and Other (28,613 ) (27,140 ) 188,146 (23,656 ) 108,737 Total operating profit 29,992 56,206 234,170 113,206 433,574 Income on equity investments, net 38,252 44,306 31,737 33,861 148,156 Interest and dividend income 132 228 476 390 1,226 Interest expense (38,141 ) (38,071 ) (38,296 ) (38,211 ) (152,719 ) Other non-operating gain (loss), net (1) 496 (75 ) 57 4,949 5,427 Reorganization items, net (2) (434 ) (366 ) (434 ) (188 ) (1,422 ) Income from Continuing Operations Before Income Taxes 30,297 62,228 227,710 114,007 434,242 Income tax expense 15,195 214,856 73,871 43,280 347,202 Income (Loss) from Continuing Operations 15,102 (152,628 ) 153,839 70,727 87,040 Loss from Discontinued Operations, net of taxes (4,009 ) (8,935 ) (8,074 ) (51,776 ) (72,794 ) Net Income (Loss) $ 11,093 $ (161,563 ) $ 145,765 $ 18,951 $ 14,246 Basic Earnings (Loss) Per Common Share Attributable to Tribune Media Company from: Continuing Operations $ 0.16 $ (1.66 ) $ 1.71 $ 0.81 $ 0.96 Discontinued Operations (0.04 ) (0.10 ) (0.09 ) (0.59 ) (0.80 ) Net Earnings (Loss) Per Common Share $ 0.12 $ (1.76 ) $ 1.62 $ 0.22 $ 0.16 Diluted Earnings (Loss) Per Common Share Attributable to Tribune Media Company from: Continuing Operations $ 0.16 $ (1.66 ) $ 1.70 $ 0.81 $ 0.96 Discontinued Operations (0.04 ) (0.10 ) (0.09 ) (0.59 ) (0.80 ) Net Earnings (Loss) Per Common Share $ 0.12 $ (1.76 ) $ 1.61 $ 0.22 $ 0.16 (1) See Note 5 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2017 and 2016 . (2) See Note 3 to the Company’s consolidated financial statements for information pertaining to reorganization items recorded in 2017 and 2016 . |
Condensed Consolidated Financia
Condensed Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidated Financial Statements | NOTE 22: CONDENSED CONSOLIDATING FINANCIAL STATEMENTS The Company is the issuer of the Notes (see Note 9 ) and such debt is guaranteed by the Subsidiary Guarantors. The Subsidiary Guarantors are direct or indirect 100% owned domestic subsidiaries of the Company. The Company’s payment obligations under the Notes are jointly and severally guaranteed by the Subsidiary Guarantors, and all guarantees are full and unconditional. The subsidiaries of the Company that do not guarantee the Notes (the “Non-Guarantor Subsidiaries”) include certain direct or indirect subsidiaries of the Company. The guarantees are subject to release under certain circumstances, including: (a) upon the sale, exchange, disposition or other transfer (including through merger, consolidation or dissolution) of the interests in such Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a restricted subsidiary of the Company, or all or substantially all the assets of such Subsidiary Guarantor, in any case, if such sale, exchange, disposition or other transfer is not prohibited by the Indenture, (b) upon the Company designating such Subsidiary Guarantor to be an unrestricted subsidiary in accordance with the Indenture, (c) in the case of any restricted subsidiary of the Company that after the issue date is required to guarantee the Notes, upon the release or discharge of the guarantee by such restricted subsidiary of any indebtedness of the Company or another Subsidiary Guarantor or the repayment of any indebtedness of the Company or another Subsidiary Guarantor, in each case, which resulted in the obligation to guarantee the Notes, (d) upon the Company’s exercise of its legal defeasance option or covenant defeasance option in accordance with the Indenture or if the Company’s obligations under the Indenture are discharged in accordance with the terms of the Indenture, (e) upon the release or discharge of direct obligations of such Subsidiary Guarantor, or the guarantee by such guarantor of the obligations, under the Senior Credit Agreement, or (f) during the period when the rating of the Notes is changed to investment grade. On January 31, 2017, the Company completed the Gracenote Sale, as further described in Note 2 . The Gracenote Sale included certain Subsidiary Guarantors as well as Non-Guarantor Subsidiaries. The results of operations of these entities are included in their respective categories through the date of sale. In lieu of providing separate audited financial statements for the Subsidiary Guarantors, the Company has included the accompanying 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 Income (Loss) and Consolidated Statements of Cash Flows of Tribune Media Company, the Subsidiary Guarantors, the Non-Guarantor Subsidiaries and the eliminations necessary to arrive at the Company’s information on a consolidated basis. These statements are presented in accordance with the disclosure requirements under SEC Regulation S-X, Rule 3-10. TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE INCOME (LOSS) YEAR ENDED DECEMBER 31, 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 1,838,997 $ 9,962 $ — $ 1,848,959 Programming and direct operating expenses — 989,385 6,453 — 995,838 Selling, general and administrative 106,297 440,555 3,341 — 550,193 Depreciation and amortization 11,522 198,949 12,522 — 222,993 Gain on sales of real estate, net — (365 ) (28,168 ) — (28,533 ) Total Operating Expenses 117,819 1,628,524 (5,852 ) — 1,740,491 Operating (Loss) Profit (117,819 ) 210,473 15,814 — 108,468 (Loss) income on equity investments, net (2,016 ) 139,378 — — 137,362 Interest and dividend income 3,085 64 — — 3,149 Interest expense (158,984 ) — (403 ) — (159,387 ) Loss on extinguishments and modification of debt (20,436 ) — (51 ) — (20,487 ) Gain on investment transactions, net 4,807 3,324 — — 8,131 Write-downs of investments (10,194 ) (183,300 ) — — (193,494 ) Other non-operating items (1,557 ) (481 ) — — (2,038 ) Intercompany income (charges) 110,254 (110,018 ) (236 ) — — (Loss) Income from Continuing Operations before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (192,860 ) 59,440 15,124 — (118,296 ) Income tax benefit (28,578 ) (233,326 ) (39,469 ) — (301,373 ) Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 343,981 15,496 — (359,477 ) — Income (Loss) from Continuing Operations $ 179,699 $ 308,262 $ 54,593 $ (359,477 ) $ 183,077 Income (Loss) from Discontinued Operations, net of taxes 14,420 (1,904 ) 807 1,097 14,420 Net Income (Loss) $ 194,119 $ 306,358 $ 55,400 $ (358,380 ) $ 197,497 Net income from continuing operations attributable to noncontrolling interests — — (3,378 ) — (3,378 ) Net Income (Loss) attributable to Tribune Media Company $ 194,119 $ 306,358 $ 52,022 $ (358,380 ) $ 194,119 Comprehensive Income (Loss) $ 227,840 $ 312,382 $ 65,136 $ (377,518 ) $ 227,840 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE INCOME (LOSS) YEAR ENDED DECEMBER 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 1,938,116 $ 9,814 $ — $ 1,947,930 Programming and direct operating expenses — 902,843 3,490 — 906,333 Selling, general and administrative 97,022 491,753 3,445 — 592,220 Depreciation and amortization 11,249 201,504 12,736 — 225,489 Impairment of other intangible assets — 3,400 — — 3,400 Gain on sales of real estate, net — (213,086 ) — — (213,086 ) Total Operating Expenses 108,271 1,386,414 19,671 — 1,514,356 Operating (Loss) Profit (108,271 ) 551,702 (9,857 ) — 433,574 (Loss) income on equity investments, net (2,549 ) 150,705 — — 148,156 Interest and dividend income 1,149 77 — — 1,226 Interest expense (151,893 ) — (826 ) — (152,719 ) Other non-operating items, net 4,005 — — — 4,005 Intercompany income (charges) 103,327 (102,979 ) (348 ) — — (Loss) Income from Continuing Operations before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (154,232 ) 599,505 (11,031 ) — 434,242 Income tax expense 13,610 231,136 102,456 — 347,202 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 254,882 (1,283 ) — (253,599 ) — Income (Loss) from Continuing Operations $ 87,040 $ 367,086 $ (113,487 ) $ (253,599 ) $ 87,040 (Loss) Income from Discontinued Operations, net of taxes (72,794 ) (62,777 ) 2,023 60,754 (72,794 ) Net Income (Loss) $ 14,246 $ 304,309 $ (111,464 ) $ (192,845 ) $ 14,246 Comprehensive Income (Loss) $ 3,480 $ 301,913 $ (113,279 ) $ (188,634 ) $ 3,480 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) YEAR ENDED DECEMBER 31, 2015 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 1,788,828 $ 13,139 $ — $ 1,801,967 Programming and direct operating expenses — 903,844 8,338 — 912,182 Selling, general and administrative 95,163 446,370 1,532 — 543,065 Depreciation and amortization 7,465 210,465 13,028 — 230,958 Impairment of goodwill and other intangible assets — 385,000 — — 385,000 Loss on sales of real estate, net — 97 — — 97 Total Operating Expenses 102,628 1,945,776 22,898 — 2,071,302 Operating Loss (102,628 ) (156,948 ) (9,759 ) — (269,335 ) (Loss) income on equity investments, net (240 ) 147,199 — — 146,959 Interest and dividend income 510 208 2 — 720 Interest expense (147,616 ) (5 ) (966 ) — (148,587 ) Loss on extinguishment of debt (37,040 ) — — — (37,040 ) Gain on investment transaction, net 791 8,132 3,250 — 12,173 Other non-operating items, net 7,880 (2,189 ) — — 5,691 Intercompany income (charges) 90,993 (90,637 ) (356 ) — — Loss from Continuing Operations before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (187,350 ) (94,240 ) (7,829 ) — (289,419 ) Income tax (benefit) expense (72,742 ) 101,450 (2,790 ) — 25,918 (Deficit) equity in earnings of consolidated subsidiaries, net of taxes (200,729 ) (1,698 ) — 202,427 — (Loss) Income from Continuing Operations (315,337 ) (197,388 ) (5,039 ) 202,427 (315,337 ) (Loss) Income from Discontinued Operations, net of taxes (4,581 ) 420 (3,796 ) 3,376 (4,581 ) 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 CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 670,302 $ 1,501 $ 1,882 $ — $ 673,685 Restricted cash and cash equivalents 17,566 — — — 17,566 Accounts receivable, net 143 418,950 1,002 — 420,095 Broadcast rights — 126,668 2,506 — 129,174 Income taxes receivable — 18,274 — — 18,274 Prepaid expenses 8,647 11,245 266 — 20,158 Other 12,487 1,552 — — 14,039 Total current assets 709,145 578,190 5,656 — 1,292,991 Properties Property, plant and equipment 58,622 557,394 57,666 — 673,682 Accumulated depreciation (29,505 ) (196,644 ) (7,238 ) — (233,387 ) Net properties 29,117 360,750 50,428 — 440,295 Investments in subsidiaries 10,378,948 74,610 — (10,453,558 ) — Other Assets Broadcast rights — 133,567 116 — 133,683 Goodwill — 3,220,300 8,688 — 3,228,988 Other intangible assets, net — 1,534,761 78,904 — 1,613,665 Assets held for sale — 38,900 — — 38,900 Investments 850 1,258,851 22,090 — 1,281,791 Intercompany receivables 2,520,570 6,527,083 411,059 (9,458,712 ) — Other 65,743 135,373 376 (62,477 ) 139,015 Total other assets 2,587,163 12,848,835 521,233 (9,521,189 ) 6,436,042 Total Assets $ 13,704,373 $ 13,862,385 $ 577,317 $ (19,974,747 ) $ 8,169,328 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES AS OF DECEMBER 31, 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Liabilities and Shareholders’ Equity (Deficit) Current Liabilities Accounts payable $ 24,529 $ 22,487 $ 1,303 $ — $ 48,319 Income taxes payable — 36,252 — — 36,252 Contracts payable for broadcast rights — 250,553 2,691 — 253,244 Deferred revenue — 11,074 868 — 11,942 Interest payable 30,525 — — — 30,525 Deferred spectrum auction proceeds — 172,102 — — 172,102 Other 44,817 57,063 3 — 101,883 Total current liabilities 99,871 549,531 4,865 — 654,267 Non-Current Liabilities Long-term debt 2,919,185 — — — 2,919,185 Deferred income taxes — 485,608 85,043 (62,477 ) 508,174 Contracts payable for broadcast rights — 300,269 151 — 300,420 Intercompany payables 7,044,972 2,148,695 265,045 (9,458,712 ) — Other 423,209 121,870 25,023 — 570,102 Total non-current liabilities 10,387,366 3,056,442 375,262 (9,521,189 ) 4,297,881 Total Liabilities 10,487,237 3,605,973 380,127 (9,521,189 ) 4,952,148 Shareholders’ Equity (Deficit) Common Stock 101 — — — 101 Treasury Stock (632,194 ) — — — (632,194 ) Additional paid-in-capital 4,011,530 9,040,065 202,942 (9,243,007 ) 4,011,530 Retained (deficit) earnings (114,240 ) 1,219,023 (6,516 ) (1,212,507 ) (114,240 ) Accumulated other comprehensive (loss) income (48,061 ) (2,676 ) 720 1,956 (48,061 ) Total Tribune Media Company shareholders’ equity (deficit) 3,217,136 10,256,412 197,146 (10,453,558 ) 3,217,136 Noncontrolling interests — — 44 — 44 Total shareholders’ equity (deficit) 3,217,136 10,256,412 197,190 (10,453,558 ) 3,217,180 Total Liabilities and Shareholders’ Equity (Deficit) $ 13,704,373 $ 13,862,385 $ 577,317 $ (19,974,747 ) $ 8,169,328 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 574,638 $ 720 $ 2,300 $ — $ 577,658 Restricted cash and cash equivalents 17,566 — — — 17,566 Accounts receivable, net 198 428,254 660 — 429,112 Broadcast rights — 155,266 2,551 — 157,817 Income taxes receivable — 9,056 — — 9,056 Current assets of discontinued operations — 37,300 25,305 — 62,605 Prepaid expenses 11,640 24,074 148 — 35,862 Other 4,894 1,729 1 — 6,624 Total current assets 608,936 656,399 30,965 — 1,296,300 Properties Property, plant and equipment 55,529 547,601 107,938 — 711,068 Accumulated depreciation (21,635 ) (159,472 ) (6,041 ) — (187,148 ) Net properties 33,894 388,129 101,897 — 523,920 Investments in subsidiaries 10,502,544 106,486 — (10,609,030 ) — Other Assets Broadcast rights — 153,374 83 — 153,457 Goodwill — 3,220,300 7,630 — 3,227,930 Other intangible assets, net — 1,729,829 89,305 — 1,819,134 Non-current assets of discontinued operations — 514,200 93,953 — 608,153 Assets held for sale — 17,176 — — 17,176 Investments 19,079 1,637,909 17,895 — 1,674,883 Intercompany receivables 2,326,261 5,547,542 358,834 (8,232,637 ) — Intercompany loan receivable 27,000 — — (27,000 ) — Other 51,479 75,191 2,707 (49,279 ) 80,098 Total other assets 2,423,819 12,895,521 570,407 (8,308,916 ) 7,580,831 Total Assets $ 13,569,193 $ 14,046,535 $ 703,269 $ (18,917,946 ) $ 9,401,051 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Liabilities and Shareholders’ Equity (Deficit) Current Liabilities Accounts payable $ 29,827 $ 29,703 $ 1,023 $ — $ 60,553 Debt due within one year 15,921 — 4,003 — 19,924 Income taxes payable — 21,130 36 — 21,166 Contracts payable for broadcast rights — 238,497 2,758 — 241,255 Deferred revenue — 13,593 97 — 13,690 Interest payable 30,301 — 4 — 30,305 Current liabilities of discontinued operations — 44,763 9,521 — 54,284 Other 38,867 70,589 220 — 109,676 Total current liabilities 114,916 418,275 17,662 — 550,853 Non-Current Liabilities Long-term debt 3,380,860 — 10,767 — 3,391,627 Intercompany loan payable — 27,000 — (27,000 ) — Deferred income taxes — 871,923 161,604 (49,279 ) 984,248 Contracts payable for broadcast rights — 314,755 85 — 314,840 Intercompany payables 6,065,424 1,912,259 254,954 (8,232,637 ) — Other 468,227 50,239 20 — 518,486 Non-current liabilities of discontinued operations — 86,517 8,797 — 95,314 Total non-current liabilities 9,914,511 3,262,693 436,227 (8,308,916 ) 5,304,515 Total Liabilities 10,029,427 3,680,968 453,889 (8,308,916 ) 5,855,368 Shareholders’ Equity (Deficit) Common Stock 100 — — — 100 Treasury Stock (632,207 ) — — — (632,207 ) Additional paid-in-capital 4,561,760 9,486,179 289,818 (9,775,997 ) 4,561,760 Retained (deficit) earnings (308,105 ) 888,088 (33,961 ) (854,127 ) (308,105 ) Accumulated other comprehensive (loss) income (81,782 ) (8,700 ) (12,394 ) 21,094 (81,782 ) Total Tribune Media Company shareholders’ equity (deficit) 3,539,766 10,365,567 243,463 (10,609,030 ) 3,539,766 Noncontrolling interests — — 5,917 — 5,917 Total shareholders’ equity (deficit) 3,539,766 10,365,567 249,380 (10,609,030 ) 3,545,683 Total Liabilities and Shareholders’ Equity (Deficit) $ 13,569,193 $ 14,046,535 $ 703,269 $ (18,917,946 ) $ 9,401,051 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash (used in) provided by operating activities $ (160,529 ) $ 391,686 $ (8,655 ) $ — $ 222,502 Investing Activities Capital expenditures (8,943 ) (52,784 ) (5,105 ) — (66,832 ) Investments — (65 ) (5,000 ) — (5,065 ) Net proceeds from the sale of business 574,817 (5,249 ) (11,775 ) — 557,793 Proceeds from FCC spectrum auction — 172,102 — — 172,102 Sale of partial interest of equity method investment — 142,552 — — 142,552 Proceeds from sales of real estate and other assets — 61,345 83,119 — 144,464 Proceeds from sales of investments 5,769 — — — 5,769 Distributions from equity investment — 3,768 — — 3,768 Other — 984 805 — 1,789 Net cash provided by investing activities 571,643 322,653 62,044 — 956,340 Financing Activities Long-term borrowings 202,694 — — — 202,694 Repayments of long-term debt (688,708 ) — (14,819 ) — (703,527 ) Long-term debt issuance costs (1,689 ) — — — (1,689 ) Payments of dividends (586,336 ) — — — (586,336 ) Tax withholdings related to net share settlements of share-based awards (8,774 ) — — — (8,774 ) Proceeds from stock option exercises 11,317 — — — 11,317 Distributions to noncontrolling interests, net — — (9,251 ) — (9,251 ) Change in intercompany receivables and payables and intercompany contributions (1) 756,046 (717,365 ) (38,681 ) — — Net cash used in financing activities (315,450 ) (717,365 ) (62,751 ) — (1,095,566 ) Net Increase (Decrease) in Cash and Cash Equivalents 95,664 (3,026 ) (9,362 ) — 83,276 Cash and cash equivalents, beginning of year 574,638 4,527 11,244 — 590,409 Cash and cash equivalents, end of year $ 670,302 $ 1,501 $ 1,882 $ — $ 673,685 (1) Excludes the impact of a $54 million non-cash settlement of intercompany balances upon dissolution of certain Guarantor subsidiaries. TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash (used in) provided by operating activities $ (4,987 ) $ 395,861 $ (106,711 ) $ — $ 284,163 Investing Activities Capital expenditures (10,199 ) (82,043 ) (7,417 ) — (99,659 ) Investments (850 ) (2,643 ) (2,500 ) — (5,993 ) Proceeds from sales of real estate and other assets — 507,011 681 — 507,692 Other — 297 — — 297 Intercompany dividends 3,326 — — (3,326 ) — Net cash (used in) provided by investing activities (7,723 ) 422,622 (9,236 ) (3,326 ) 402,337 Financing Activities Repayments of long-term debt (23,792 ) — (4,050 ) — (27,842 ) Long-term debt issuance costs (736 ) — — — (736 ) Payments of dividends (90,296 ) — — — (90,296 ) Tax withholdings related to net share settlements of share-based awards (4,553 ) — — — (4,553 ) Common stock repurchases (232,065 ) — — — (232,065 ) Contributions from noncontrolling interests — — 393 — 393 Settlements of contingent consideration, net — (750 ) (2,886 ) — (3,636 ) Intercompany dividends — (3,326 ) — 3,326 — Change in intercompany receivables and payables (1) 703,282 (822,934 ) 119,652 — — Net cash provided by (used in) financing activities 351,840 (827,010 ) 113,109 3,326 (358,735 ) Net Increase (Decrease) in Cash and Cash Equivalents 339,130 (8,527 ) (2,838 ) — 327,765 Cash and cash equivalents, beginning of year 235,508 13,054 14,082 — 262,644 Cash and cash equivalents, end of year $ 574,638 $ 4,527 $ 11,244 $ — $ 590,409 Cash and Cash Equivalents are Comprised of: Cash and cash equivalents $ 574,638 $ 720 $ 2,300 $ — $ 577,658 Cash and cash equivalents classified as discontinued operations — 3,807 8,944 — 12,751 Cash and cash equivalents, end of year $ 574,638 $ 4,527 $ 11,244 $ — $ 590,409 (1) Excludes the impact of a $56 million non-cash settlement of intercompany balances upon dissolution of certain Guarantor subsidiaries. TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE 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 ) Investments (15,000 ) (542 ) (7,500 ) — (23,042 ) Acquisitions, net of cash acquired — (5,109 ) (69,850 ) — (74,959 ) Proceeds from sales of real estate and other assets — 4,930 — — 4,930 Proceeds from sales of investments 103 36,579 8,300 — 44,982 Distributions from equity investment — 10,328 — — 10,328 Other — 1,112 — — 1,112 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 ) Payments of dividends (719,919 ) — — — (719,919 ) Tax withholdings related to net share settlements of share-based awards (4,421 ) — — — (4,421 ) Proceeds from stock option exercises 166 — — — 166 Common stock repurchases (339,942 ) — — — (339,942 ) Contributions from noncontrolling interests — — 5,524 — 5,524 Settlements of contingent consideration, net — 4,088 (2,914 ) — 1,174 Change in excess tax benefits from stock-based awards (868 ) — — — (868 ) 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 Cash and Cash Equivalents are Comprised of: Cash and cash equivalents $ 235,508 $ 7,011 $ 5,301 $ — $ 247,820 Cash and cash equivalents classified as discontinued operations — 6,043 8,781 — 14,824 Cash and cash equivalents, end of year $ 235,508 $ 13,054 $ 14,082 $ — $ 262,644 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 23: SUBSEQUENT EVENTS In January 2018, the Company surrendered the spectrum of television stations whose FCC licenses were held for sale as of December 31, 2017 as a result of the FCC spectrum auction and expects to recognize a net pretax gain of $133 million in the first quarter of 2018. |
Basis of Presentation and Sig33
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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. The Company’s business consists of Television and Entertainment operations and the management of certain owned real estate assets. The Company also holds a variety of investments, including equity method investments in Television Food Network, G.P. (“TV Food Network”) and CareerBuilder, LLC (through our investment in Camaro Parent, LLC) (“CareerBuilder”) and a cost method investment in New Cubs LLC (as defined and described in Note 8 ). Television and Entertainment , a reportable segment, provides audiences across the country with news, entertainment and sports programming on Tribune Broadcasting’s 42 local television stations (that are either owned by the Company or owned by others but to which the Company provides certain services) and their websites, a national general entertainment cable network (WGN America), a radio station and other digital assets. The Company reports and includes under Corporate and Other the management of certain owned real estate assets, including revenues from leasing the Company-owned 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 entering into a share purchase agreement to sell substantially all of the Digital and Data business on December 19, 2016 (the “Gracenote Sale,” as further defined and described in Note 2 ), the Company was also engaged in providing innovative technology and services that collected, created and distributed video, music, sports and entertainment data. Prior to the Gracenote Sale, which was completed on January 31, 2017, the Company reported its operations through the following reportable segments: Television and Entertainment and Digital and Data. The Company’s Digital and Data reportable segment consisted of several businesses driven by the Company’s expertise in collection, creation and distribution of data and innovation in unique services and recognition technology that used data, including Gracenote Video, Gracenote Music and Gracenote Sports. The historical results of operations for the businesses included in the Gracenote Sale are presented in discontinued operations for all periods presented (see Note 2 ). Beginning in the fourth quarter of 2016, the Television and Entertainment reportable segment includes the operations of Covers Media Group (“Covers”), a business-to-consumer website, which was previously included in the Digital and Data reportable segment. Beginning in fiscal 2015, the Television and Entertainment reportable segment includes the Company’s Screener (formerly Zap2it.com) entertainment content business, which was also 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 — In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-09, “Compensation - Stock Compensation (Topic 718).” The Company adopted ASU 2016-09 on January 1, 2017. The Company made a policy election to account for forfeitures of equity awards as they occur and implemented this provision using a modified retrospective transition method. The cumulative-effect adjustment to retained earnings in the first quarter of 2017 as a result of this election was immaterial. The Company adopted the other provisions of ASU 2016-09 on a prospective basis. The adoption of these provisions did not have a material impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350).” The Company adopted the standard on a prospective basis, effective January 1, 2017. The standard simplifies the subsequent measure of goodwill by eliminating Step 2 from the goodwill impairment test. Under ASU 2017-04, companies should recognize an impairment charge for the amount the carrying amount exceeds the reporting unit’s fair value. However, the loss recognized cannot exceed the total goodwill allocated to that reporting unit. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718).” The Company adopted the standard on a prospective basis, effective April 1, 2017. The standard addresses the diversity in practice of when companies apply modification accounting when there are changes in terms or conditions to share-based payment awards. The guidance states that a company should consider changes as a modification unless all of the following are met (i) there is no change in the fair value of the award as a result of the modification, (ii) the vesting conditions have not changed and (iii) the classification of the award as an equity instrument or a liability instrument has not changed. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. |
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 of 2015, which ended on June 30, 2015. As a result of this change, the fiscal year ended December 31, 2016 includes two less days compared to the fiscal year ended December 31, 2015. |
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. All material intercompany transactions are eliminated. In general, unless otherwise required by ASC Topic 323 “Investments - Equity Method and Joint Ventures,” 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. 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 an initial 92% interest in the Las Olas LLC. As further disclosed in Note 6 , on December 19, 2017, the Company sold the property owned by Las Olas LLC for net pretax proceeds of $21 million and recognized a pretax gain of $6 million , of which less than $1 million is attributable to a noncontrolling interest. 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. 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 an initial 90% interest in the TREH/Kearny Costa Mesa, LLC (“Costa Mesa LLC”). As further disclosed in Note 6 , on November 15, 2017, the Company sold the properties owned by Costa Mesa LLC for net pretax proceeds of $62 million and recognized a pretax gain of $22 million , of which $3 million is attributable to a noncontrolling interest. The Company consolidates the financial position and results of operations of Costa Mesa LLC as it has the majority ownership. 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”). At December 31, 2017 and December 31, 2016 , the Company indirectly held a variable interest in Topix, LLC (“Topix”) through its investment in TKG Internet Holdings II LLC. The Company has determined that it is not the primary beneficiary of Topix and therefore has not consolidated it as of and for the periods presented in the Company’s audited consolidated financial statements. The Company holds a variable interest in Dreamcatcher Broadcasting LLC, a Delaware limited liability company (“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. See below for further information on the Company’s 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. The assets of the consolidated VIE can only be used to settle the obligations of the VIE. |
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 and carriage fee revenues on the Company’s television, cable and radio stations as well as from direct and indirect display advertising. 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. The Company uses 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”). 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 revenue represent revenue that the Company earns from multichannel video programming distributors (“MVPDs”) for the distribution of the Company’s television stations’ broadcast programming. Retransmission revenue is 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 channel. Carriage fees are recognized over the contract period, generally based on the number of subscribers and negotiated rates. |
Derivatives, Policy | Derivative Instruments —The Company’s earnings and cash flows are subject to fluctuations due to changes in interest rates. The Company’s risk management policy allows for the use of derivative financial instruments to manage interest rate exposures and does not permit derivatives to be used for speculative purposes. The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions. This process includes linking the derivatives designated as cash flow hedges to specific forecasted transactions or variability of cash flow. The Company also formally assesses, both at hedge inception and on an ongoing basis, whether the designated derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flow of hedged items as well as monitors the credit worthiness of the counterparties to ensure no issues exist which would affect the value of the derivatives. When a derivative is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, the Company discontinues hedge accounting prospectively, in accordance with derecognition criteria for hedge accounting. The Company records derivative financial instruments at fair value in its Consolidated Balance Sheets in either other current liabilities or other noncurrent assets. Changes in the fair value of a derivative that is designated as a cash flow hedge, to the extent that the hedge is effective, are recorded in accumulated other comprehensive (loss) income and reclassified to earnings when the hedged item affects earnings. Cash flows from derivative financial instruments are classified in the Consolidated Statements of Cash Flows based on the nature of the derivative contract. |
Use of Estimates | Use of Estimates —The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. |
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 ). |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts —The Company’s accounts receivable are primarily due from advertisers and MVPDs. 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, volume discounts and sales allowances. This allowance is determined based on historical write-off experience, sales adjustments and any known specific collectability exposures. |
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. Program amortization for certain categories of programming is calculated on either an accelerated or straight-line basis based upon the greater amortization resulting from either the number of episodes aired or the portion of the license period consumed. 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, all of which are classified in Level 3 of the fair value hierarchy. If the Company’s estimates of future revenues decline, amortization expense could be accelerated or impairment adjustments may be required. The Company assesses future seasons of syndicated programs that the Company is committed to acquire for impairment as they become available to the Company for airing. Any impairments of programming rights are expensed to programming in the Company’s Consolidated Statements of Operations. |
Production Costs | Production Costs —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 it produces. 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. Production costs are expensed to programming in the Company’s Consolidated Statements of Operations. |
Advertising Costs | Advertising Costs —The Company expenses advertising costs as they are incurred. Advertising expense was $34 million , $42 million and $39 million in 2017 , 2016 and 2015 , respectively. Advertising costs are expensed to selling, general and administrative expenses (“SG&A”) in the Company’s Consolidated Statements of Operations. |
Properties | Properties —The estimated useful lives of the Company’s property, plant and equipment in service currently ranges as follows: 3 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 7 . 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. In performing the annual assessment, the Company has the option of performing a qualitative assessment to determine if it is more likely than not that a reporting unit has been impaired. As part of the qualitative assessment for the reporting units, the Company evaluates the impact of factors that are specific to the reporting units as well as industry and macroeconomic factors. The reporting unit specific factors include a comparison of the current year results to prior year, current year budget and the budget for next fiscal year. The Company also considers the significance of the excess fair value over the carrying value reflected in prior quantitative assessments, the changes to the reporting units’ carrying values since the last impairment test and the change in the overall enterprise value of the Company compared to the prior year. If the Company concludes that it is more likely than not that a reporting unit is impaired or if the Company elects not to perform the optional qualitative assessment, a quantitative assessment is performed. For the quantitative assessment, 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 a 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 of 1974, as amended (“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 income (loss). Additional information pertaining to the Company’s pension plans and other postretirement benefits is provided in Note 14 . |
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. 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. |
Deferred Revenue | Deferred Revenue —Deferred revenue arises in the normal course of business from advances from customers for the Company’s products and services and from the long-term spectrum sharing arrangements where the Company is the host. 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 16 . |
Income Taxes | Income Taxes —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, “Income Taxes.” 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 13 for further discussion. |
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, unrealized gains and losses on cash flow hedging instruments and foreign currency translation adjustments. The activity for each component of the Company’s accumulated other comprehensive income (loss) (“AOCI”) is summarized in Note 18 . |
New Accounting Standards | New Accounting Standards —In February 2018, the FASB issued ASU No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220).” The standard allows entities, at their option, to reclassify from AOCI to retained earnings stranded tax effects resulting from the Tax Cuts and Jobs Act. See Note 13 for further details regarding the Tax Cuts and Jobs Act. The standard is effective for fiscal years beginning after December 15, 2018, and the interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2018-02 should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the new federal corporate income tax rate is recognized. The Company is currently evaluating the impact of adopting ASU 2018-02 on its consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815).” The standard simplifies the application of the hedge accounting guidance and enables entities to better portray the economic results of their risk management activities in the financial statements. The new guidance eliminates the requirement and the ability to separately record ineffectiveness on cash flow and net investment hedges and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The standard requires certain additional disclosures that focus on the effect of hedge accounting whereas the disclosure of hedge ineffectiveness is eliminated. The amendments expand the types of permissible hedging strategies. Additionally, the amendment makes the hedge documentation and effectiveness assessment less complex. The standard is effective for fiscal years beginning after December 15, 2018, and the interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2017-12 related to cash flow hedge relationships that exist on the date of adoption should be applied using a modified retrospective approach with the cumulative effect of initially applying ASU 2017-12 at the date of initial application. The presentation and disclosure requirements apply prospectively. The Company is currently evaluating the impact of adopting ASU 2017-12 on its consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07, “Compensation - Retirement Benefits (Topic 715).” The standard changes how employers that sponsor defined benefit pension and/or other postretirement benefit plans present the net periodic benefit cost in the statement of operations. Under the new guidance, employers are required to present the service cost component of net periodic benefit cost in the same statement of operations caption as other employee compensation costs arising from services rendered during the period. Employers are required to present the other components of the net periodic benefit cost separately from the caption that includes the service costs and outside of any subtotal of operating profit and are required to disclose the caption used to present the other components of net periodic benefit cost, if not presented separately on the statement of operations. Additionally, only the service cost component will be eligible for capitalization in assets. The standard is effective for fiscal years beginning after December 15, 2017, and the interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2017-07 must be applied retrospectively. Upon adoption, the Company is required to provide the relevant disclosures under Topic 250, Accounting Changes and Error Corrections. The Company will retrospectively adopt ASU 2017-07 effective in the first quarter of 2018. The adoption of this standard is not expected to have an effect on the Company’s historically reported net income (loss) but will result in a presentation reclassification which will reduce the Company’s historically reported operating profit by $23 million in 2017, $25 million in 2016 and $29 million in 2015. In February 2017, the FASB issued ASU No. 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20).” The standard clarifies that ASC 610-20 provides guidance for recognizing gains and losses from the transfer of nonfinancial assets and in substance nonfinancial assets in contracts with non-customers. As a result of the new guidance, the guidance specific to real estate sales in ASC 360-20 will be eliminated. Instead, sales and partial sales of real estate will be subject to the same recognition model as all other nonfinancial assets. The standard is effective for fiscal years beginning after December 15, 2017, and the interim periods within those fiscal periods. Early adoption is permitted. The amendments in ASU 2017-05 may be applied either retrospectively to each prior period presented or retrospectively with the cumulative effect of initially applying ASU 2017-05 at the date of initial application. The Company will adopt ASU 2017-05 effective in the first quarter of 2018 using a modified retrospective transition method. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230).” The standard addresses the diversity in classification and presentation of changes in restricted cash on the statement of cash flows. The standard requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. In addition, transfers between cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents are not reported as cash flow activities. The standard also requires additional disclosures related to a reconciliation of the balance sheet line items related to cash, cash equivalents, restricted cash and restricted cash equivalents to the statement of cash flows, which can be presented either on the face of the statement of cash flows or separately in the notes to the financial statements. The amendments in this ASU should be applied using a retrospective transition method to each period presented. The standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company will retrospectively adopt ASU 2016-18 effective in the first quarter of 2018. The Company’s restricted cash and cash equivalents totaled $18 million at both December 31, 2017 and December 31, 2016. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230).” The standard addresses several specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash activities are presented and classified in the statement of cash flows. The cash flow issues addressed include debt prepayment or extinguishment costs, settlement of debt instruments with coupon rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, distributions received from equity method investees and cash receipts and payments that may have aspects of more than one class of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted but all of the guidance must be adopted in the same period. The Company will retrospectively adopt ASU 2016-15 effective in the first quarter of 2018. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326).” The standard requires entities to estimate loss of financial assets measured at amortized cost, including trade receivables, debt securities and loans, using an expected credit loss model. The expected credit loss differs from the previous incurred losses model primarily in that the loss recognition threshold of “probable” has been eliminated and that expected loss should consider reasonable and supportable forecasts in addition to the previously considered past events and current conditions. Additionally, the guidance requires additional disclosures related to the further disaggregation of information related to the credit quality of financial assets by year of the asset’s origination for as many as five years. Entities must apply the standard provision as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU 2016-13 on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Subtopic 842).” The new guidance requires lessees to recognize assets and liabilities arising from leases as well as extensive quantitative and qualitative disclosures. A lessee will need to recognize on its balance sheet a right-of-use asset and a lease liability for the majority of its leases (other than leases that meet the definition of a short-term lease). The lease liabilities will be equal to the present value of lease payments. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. In January 2018, the FASB issued ASU No. 2018-01, “Leases (Topic 842) - Land Easement Practical Expedient for Transition to Topic 842,” which provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under the current leases guidance in Topic 840. The effective date and transition requirements for ASU 2018-01 are the same as ASU 2016-02. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2016-02 and ASU 2018-01 on its consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10).” The new guidance requires entities to measure equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) at fair value, with changes in fair value recognized in net income and requires entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. Further, entities will no longer be able to recognize unrealized holding gains and losses on equity securities classified today as available for sale in other comprehensive income and they will no longer be able to use the cost method of accounting for equity securities that do not have readily determinable fair values. However, certain entities will be able to elect to record equity investments without readily determinable fair values at cost, less impairment, and plus or minus subsequent adjustments for observable price changes. Entities that elect this measurement alternative will report changes in the carrying value of these investments in current earnings. 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 will adopt ASU 2016-01 effective in the first quarter of 2018 using a modified retrospective transition method. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements as the Company’s equity investments as of December 31, 2017 do not have readily determinable fair values because they are not publicly traded companies and do not have an active market for their securities or membership interests. However, should fair values of certain equity investments become readily available in future reporting periods, the Company’s consolidated financial statements may be materially affected. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” The amendments in ASU 2014-09 create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance. The core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU 2014-09 are effective for annual periods beginning after December 15, 2016, and interim periods within that reporting period. However, in August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606) - Deferral of the Effective Date,” which deferred the effective date of ASU 2014-09 by one year for annual periods beginning after December 15, 2017, while allowing early adoption as of the original public entity date. In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing,” which amends the revenue recognition guidance on accounting for licenses of intellectual property and identifying performance obligations as well as clarifies when a promised good or service is separately identifiable. In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients,” which provides clarifying guidance in certain narrow areas such as an assessment of collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition as well as adds some practical expedients. In December 2016, the FASB issued ASU No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” to clarify or to correct unintended applications of Topic 606, including disclosure requirements related to performance obligations. The amendments in ASU 2014-09, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 may be applied either retrospectively to each prior period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 at the date of initial application. The Company is currently evaluating the impact of adopting ASU 2014-09, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 on its consolidated financial statements. The Company will adopt the new revenue guidance effective in the first quarter of 2018 using the modified retrospective transition method applied to those contracts which were not completed at that date. The only identified impact to the Company’s financial statements relates to barter revenue and expense as well as barter related broadcast rights and contracts payable for broadcast rights which will no longer be recognized. Barter revenue and expense for fiscal years 2017, 2016 and 2015 were $28 million , $30 million and $29 million , respectively. Barter-related broadcast rights and contracts payable for broadcast rights on the Company’s Consolidated Balance Sheets were $45 million and $37 million as of December 31, 2017 and December 31, 2016, respectively. The broadcast rights and contracts payable for broadcast rights will be written off at adoption. The standard also requires capitalization of certain costs; however, as part of the implementation process, the Company did not identify any costs that should be capitalized under the new guidance. The following is a summary of the evaluation by revenue stream within the Television and Entertainment segment. Advertising Revenues —Under the new guidance, advertising revenue will be recognized over time primarily as ads are aired or impressions are delivered, which is consistent with current practice. Advertising revenue will continue to be recognized net of agency commissions. Retransmission Revenues and Carriage Fees —Revenue under the Company’s retransmission and carriage agreements are considered licenses of functional intellectual property under the new guidance. Based on the guidance, the Company will recognize revenue at the point in time the content is transferred to the customer, which will result in revenue recognition that is consistent with current practice. The adoption is not expected to have a material impact on the Company’s financial statements and internal control over financial reporting. |
Calculation of Amortization of Unrecognized Net Actuarial Gain Loss | 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. |
Basis of Presentation and Sig34
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The Company’s Consolidated Balance Sheet as of December 31, 2017 and December 31, 2016 includes the following assets and liabilities of the Dreamcatcher stations (in thousands): December 31, 2017 December 31, 2016 Property, plant and equipment, net $ — $ 91 Broadcast rights 2,622 2,634 Other intangible assets, net 71,914 82,442 Other assets 6,852 134 Total Assets $ 81,388 $ 85,301 Debt due within one year $ — $ 4,003 Contracts payable for broadcast rights 2,691 2,758 Long-term debt — 10,767 Long-term deferred revenue 25,030 — Other liabilities 1,017 85 Total Liabilities $ 28,738 $ 17,613 |
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 28, 2014 $ 6,795 2015 additions charged to revenues, costs and expenses 5,277 2015 deductions (6,529 ) Accounts receivable allowance balance at December 31, 2015 $ 5,543 2016 additions charged to revenues, costs and expenses 14,009 2016 deductions (7,048 ) Accounts receivable allowance balance at December 31, 2016 $ 12,504 2017 additions charged to revenues, costs and expenses 14,786 2017 deductions (22,476 ) Accounts receivable allowance balance at December 31, 2017 $ 4,814 |
Discontinued Operations (Tables
Discontinued Operations (Tables) - Gracenote Companies | 12 Months Ended |
Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Groups, Including Discontinued Operations | The following table represents the components of the results from discontinued operations associated with the Gracenote Sale as reflected in the Company’s Consolidated Statements of Operations (in thousands): Year Ended December 31, 2017 (1) December 31, 2016 December 31, 2015 Operating revenues $ 18,168 $ 225,903 $ 209,964 Direct operating expenses 7,292 75,457 59,789 Selling, general and administrative 15,349 110,713 104,968 Depreciation (2) — 13,584 9,735 Amortization (2) — 29,999 28,826 Operating (loss) profit (4,473 ) (3,850 ) 6,646 Interest income 16 96 109 Interest expense (3) (1,261 ) (15,317 ) (15,843 ) Other non-operating gain, net — — 912 Loss before income taxes (5,718 ) (19,071 ) (8,176 ) Pretax gain on the disposal of discontinued operations 33,492 — — Total pretax income (loss) on discontinued operations 27,774 (19,071 ) (8,176 ) Income tax expense (benefit) (4) 13,354 53,723 (3,595 ) Income (loss) from discontinued operations, net of taxes $ 14,420 $ (72,794 ) $ (4,581 ) (1) Results of operations for the Gracenote Companies are reflected through January 31, 2017, the date of the Gracenote Sale. (2) No depreciation expense or amortization expense was recorded by the Company in 2017 as the Gracenote Companies’ assets were held for sale as of December 31, 2016. (3) The Company used $400 million of proceeds from the Gracenote Sale to prepay a portion of its outstanding borrowings under the Company’s Term Loan Facility (as defined and described in Note 9 ). Interest expense associated with the Company’s outstanding Term Loan Facility was allocated to discontinued operations based on the ratio of the $400 million prepayment to the total outstanding indebtedness under the Term Loan Facility in effect in each respective period. (4) In the fourth quarter of 2016, as a result of meeting all criteria under ASC Topic 205 to classify Gracenote Companies as discontinued operations, the Company recorded tax expense of $62 million to increase the Company’s deferred tax liability for the outside basis difference related to the Gracenote Companies included in the Gracenote Sale. This charge was required to be recorded in the period the Company signed a definitive agreement to divest the business. Exclusive of this $62 million charge, the effective tax rates on pretax income from discontinued operations was 48.1% , 45.0% and 44.0% for the years ended December 31, 2017, December 31, 2016, and December 31, 2015, respectively. These rates differ from the U.S. federal statutory rate of 35% primarily due to state income taxes (net of federal benefit), foreign tax rate differences, and the impact of certain nondeductible transaction costs and other adjustments. |
Net Assets Classified as Held for Sale | The following is a summary of the assets and liabilities of discontinued operations (in thousands): December 31, 2016 Carrying Amounts of Major Classes of Current Assets Included as Part of Discontinued Operations Cash and cash equivalents $ 12,751 Accounts receivable, net 38,727 Prepaid expenses and other 11,127 Total current assets of discontinued operations 62,605 Carrying Amounts of Major Classes of Non-Current Assets Included as Part of Discontinued Operations Property, plant and equipment, net 49,348 Goodwill 333,258 Other intangible assets, net 219,287 Other long-term assets 6,260 Total non-current assets of discontinued operations 608,153 Total Assets Classified as Discontinued Operations in the Consolidated Balance Sheets $ 670,758 Carrying Amounts of Major Classes of Current Liabilities Included as Part of Discontinued Operations Accounts payable $ 6,237 Employee compensation and benefits 17,011 Deferred revenue 27,113 Accrued expenses and other current liabilities 3,923 Total current liabilities of discontinued operations 54,284 Carrying Amounts of Major Classes of Non-Current Liabilities Included as Part of Discontinued Operations Deferred income taxes 89,029 Postretirement, medical, life and other benefits 2,786 Other obligations 3,499 Total non-current liabilities of discontinued operations 95,314 Total Liabilities Classified as Discontinued Operations in the Consolidated Balance Sheets $ 149,598 Net Assets Classified as Discontinued Operations $ 521,160 |
Cash Flows of Disposal Group | The following table represents the components of the results from discontinued operations associated with the Gracenote Sale as reflected in the Company’s Consolidated Statements of Cash Flows (in thousands): 2017 (1) 2016 2015 Significant operating non-cash items: Stock-based compensation $ 1,992 $ 4,196 $ 2,239 Depreciation (2) — 13,584 9,735 Amortization (2) — 29,999 28,826 Significant investing items (3): Acquisitions, net of cash acquired — — (58,996 ) Capital expenditures 1,578 23,548 23,626 Net proceeds from sale of business (4) 557,793 — — Significant financing items (3): Settlements of contingent consideration, net — (3,636 ) 1,174 (1) Results of operations for the Gracenote Companies are reflected through January 31, 2017, the date of the Gracenote Sale. (2) No depreciation expense or amortization expense was recorded by the Company in 2017 as the Gracenote Companies’ assets were held for sale as of December 31, 2016. (3) Non-cash investing and financing activities of Digital and Data businesses included in the Gracenote Sale were immaterial. (4) Net proceeds from the sale of business reflects the gross proceeds from the Gracenote sale of $584 million , net of $17 million of the Gracenote Companies’ cash and cash equivalents included in the sale and $9 million of selling costs. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 |
Changes in Operations and Non37
Changes in Operations and Non-operating Items (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Changes in Operations and Non-Operating Items [Abstract] | |
Schedule of Severance and Related Activities [Table Text Block] | The following table summarizes these severance and related charges included in income (loss) from continuing operations by business segment for 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Television and Entertainment $ 4,367 $ 9,228 $ 2,317 Corporate and Other 372 1,178 2,959 Total $ 4,739 $ 10,406 $ 5,276 |
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 31, 2015 $ 3,595 Additions 10,406 Payments (5,020 ) Balance at December 31, 2016 $ 8,981 Additions 4,739 Payments (9,144 ) Balance at December 31, 2017 $ 4,576 |
Schedule of Other Nonoperating Income (Expense) | Non-Operating Items —Non-operating items for 2017 , 2016 and 2015 are summarized as follows (in thousands): 2017 2016 2015 Loss on extinguishments and modification of debt $ (20,487 ) $ — $ (37,040 ) Gain on investment transactions, net 8,131 — 12,173 Write-downs of investments (193,494 ) — — Other non-operating gain, net 71 5,427 7,228 Total non-operating (loss) gain, net $ (205,779 ) $ 5,427 $ (17,639 ) |
Real Estate Sales and Assets 38
Real Estate Sales and Assets Held For Sale (Table) | 12 Months Ended |
Dec. 31, 2017 | |
Assets Held-for-sale, Not Part of Disposal Group [Abstract] | |
Assets Held For Sale | Assets Held for Sale —Assets held for sale in the Company’s audited Consolidated Balance Sheets consisted of the following (in thousands): December 31, 2017 December 31, 2016 Real estate $ — $ 17,176 FCC licenses 38,900 — Total assets held for sale $ 38,900 $ 17,176 |
Goodwill, Other Intangible As39
Goodwill, Other Intangible Assets and Intangible Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 December 31, 2016 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Other intangible assets subject to amortization Affiliate relationships (useful life of 16 years) $ 212,000 $ (66,250 ) $ 145,750 $ 212,000 $ (53,000 ) $ 159,000 Advertiser relationships (useful life of 8 years) 168,000 (105,000 ) 63,000 168,000 (84,000 ) 84,000 Network affiliation agreements (useful life of 5 to 16 years) 362,000 (175,337 ) 186,663 362,000 (133,725 ) 228,275 Retransmission consent agreements (useful life of 7 to 12 years) 830,100 (377,033 ) 453,067 830,100 (286,994 ) 543,106 Other (useful life of 5 to 15 years) 16,650 (6,565 ) 10,085 15,448 (4,695 ) 10,753 Total $ 1,588,750 $ (730,185 ) 858,565 $ 1,587,548 $ (562,414 ) 1,025,134 Other intangible assets not subject to amortization FCC licenses 740,300 779,200 Trade name 14,800 14,800 Total other intangible assets, net 1,613,665 1,819,134 Goodwill 3,228,988 3,227,930 Total goodwill and other intangible assets $ 4,842,653 $ 5,047,064 |
Schedule of Changes of Finite-Lived Intangible Assets, Indefinite-Lived Intangible Assets, and Goodwill | The changes in the carrying amounts of intangible assets, which are in the Company’s Television and Entertainment segment, during the years ended December 31, 2017 and December 31, 2016 were as follows (in thousands): Other intangible assets subject to amortization Balance as of December 31, 2015 $ 1,192,602 Amortization (1)(2) (167,717 ) Balance sheet reclassifications (3) 9 Foreign currency translation adjustment 240 Balance as of December 31, 2016 $ 1,025,134 Amortization (1)(2) (167,560 ) Balance sheet reclassifications (3) 86 Foreign currency translation adjustment 905 Balance as of December 31, 2017 $ 858,565 Other intangible assets not subject to amortization Balance as of December 31, 2015 $ 797,400 Impairment charge (3,400 ) Balance as of December 31, 2016 $ 794,000 Reclassification to assets held for sale (4) (38,900 ) Balance as of December 31, 2017 $ 755,100 Goodwill Gross balance as of December 31, 2015 $ 3,609,224 Accumulated impairment losses as of December 31, 2015 (381,000 ) Balance as of December 31, 2015 3,228,224 Foreign currency translation adjustment (294 ) Balance as of December 31, 2016 $ 3,227,930 Foreign currency translation adjustment 1,058 Balance as of December 31, 2017 $ 3,228,988 Total goodwill and other intangible assets as of December 31, 2017 $ 4,842,653 (1) Beginning in the fourth quarter of 2016, the Television and Entertainment reportable segment includes the operations of Covers, including the goodwill and other intangible assets subject to amortization allocated in accordance with ASC Topic 350 guidance, which was previously included in the Digital and Data reportable segment. (2) Amortization of intangible assets includes $1 million related to lease contract intangible assets and is recorded in cost of sales or SG&A expense, if applicable, in the Consolidated Statements of Operations. (3) Represents net reclassifications which are reflected as a decrease to broadcast rights assets in the Consolidated Balance Sheets at December 31, 2017 and December 31, 2016 . |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investment [Line Items] | |
Investment Holdings, Schedule of Investments | Investments consisted of the following (in thousands): December 31, 2017 December 31, 2016 Equity method investments $ 1,254,198 $ 1,642,117 Cost method investments 27,593 26,748 Marketable equity securities — 6,018 Total investments $ 1,281,791 $ 1,674,883 |
Equity Method Investment Ownership Percentages | The Company’s equity method investments at December 31, 2017 included the following private companies: Company % Owned CareerBuilder, LLC 6% 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): 2017 2016 2015 Income from equity investments, net, before amortization of basis difference $ 190,864 $ 202,758 $ 201,207 Amortization of basis difference (53,502 ) (54,602 ) (54,248 ) Income from equity investments, net $ 137,362 $ 148,156 $ 146,959 |
Distributions from Equity Investments | Cash distributions from the Company’s equity method investments were as follows (in thousands): 2017 2016 2015 Cash distributions from equity investments (1) $ 201,892 $ 170,527 $ 180,207 (1) Certain distributions received from CareerBuilder in 2017 and 2015 exceeded the Company’s share of CareerBuilder’s cumulative earnings. As a result, the Company determined that these distributions were a return of investment and, therefore, presented such distributions totaling $4 million in 2017 and $10 million in 2015 as an investing activity in the Company’s Consolidated Statements of Cash Flows for 2017 and 2015 . |
Television Food Network, G.P. | |
Investment [Line Items] | |
Summary of Financial Information of Equity Investments | Summarized Financial Information —Summarized financial information for TV Food Network is as follows (in thousands): Fiscal Year 2017 2016 2015 Revenues, net $ 1,208,357 $ 1,160,716 $ 1,099,307 Operating income $ 593,409 $ 535,131 $ 548,919 Net income $ 608,327 $ 552,146 $ 561,657 December 31, 2017 December 31, 2016 Current assets $ 840,763 $ 810,811 Non-current assets $ 150,277 $ 168,547 Current liabilities $ 92,193 $ 94,284 Non-current liabilities $ — $ 138 |
CareerBuilder, LLC and Dose Media, LLC | |
Investment [Line Items] | |
Summary of Financial Information of Equity Investments | Summarized financial information for CareerBuilder and Dose Media is as follows (in thousands): Fiscal Year 2017 2016 2015 Revenues, net (1) $ 645,790 $ 719,994 $ 698,041 Operating (loss) income (1) $ (7,324 ) $ 93,619 $ 84,199 Net (loss) income (1) $ (16,845 ) $ 89,249 $ 80,280 (1) 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 in 2015, they are not included in the above table for 2015. December 31, 2017 December 31, 2016 Current assets $ 181,812 $ 222,563 Non-current assets $ 486,750 $ 565,200 Current liabilities $ 192,388 $ 205,643 Non-current liabilities $ 320,727 $ 23,603 Redeemable non-controlling interest $ 36,661 $ 46,265 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt consisted of the following (in thousands): December 31, 2017 December 31, 2016 Term Loan Facility Term B Loans due 2020, effective interest rate of 3.84% and 3.82%, net of unamortized discount and debt issuance costs of $1,900 and $31,230 $ 187,725 $ 2,312,218 Term C Loans due 2024, effective interest rate of 3.85%, net of unamortized discount and debt issuance cost of $21,783 1,644,109 — 5.875% Senior Notes due 2022, net of debt issuance costs of $12,649 and $15,437 1,087,351 1,084,563 Dreamcatcher Credit Facility due 2018, effective interest rate of 4.08%, net of unamortized discount and debt issuance costs of $80 — 14,770 Total debt 2,919,185 3,411,551 Less: Debt due within one year — 19,924 Long-term debt, net of current portion $ 2,919,185 $ 3,391,627 |
Schedule of Maturities of Long-term Debt | The Company’s debt and other obligations outstanding as of December 31, 2017 mature as shown below (in thousands): 2018 $ — 2019 — 2020 189,625 2021 — 2022 1,105,727 Thereafter 1,660,165 Total debt 2,955,517 Unamortized discounts and debt issuance costs (36,332 ) Total debt, net of discounts and debt issuance costs $ 2,919,185 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | Estimated fair values and carrying amounts of the Company’s financial instruments that are not measured at fair value on a recurring basis were as follows (in thousands): December 31, 2017 December 31, 2016 Fair Carrying Fair Carrying Cost method investments $ 27,593 $ 27,593 $ 26,748 $ 26,748 Term Loan Facility Term B Loans due 2020 $ 189,704 $ 187,725 $ 2,359,571 $ 2,312,218 Term C Loans due 2024 $ 1,666,942 $ 1,644,109 $ — $ — 5.875% Senior Notes due 2022 $ 1,132,417 $ 1,087,351 $ 1,120,482 $ 1,084,563 Dreamcatcher Credit Facility $ — $ — $ 14,952 $ 14,770 |
Contracts Payable for Broadca43
Contracts Payable for Broadcast Rights (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Contracts Payable For Broadcast Rights [Abstract] | |
Schedule of Future Obligations | Scheduled future obligations under contractual agreements for broadcast rights at December 31, 2017 are as follows (in thousands): 2018 $ 253,244 2019 130,469 2020 114,141 2021 51,596 2022 4,214 Total $ 553,664 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The Company’s future minimum lease payments under non-cancelable operating leases at December 31, 2017 were as follows (in thousands): 2018 $ 28,717 2019 26,552 2020 25,828 2021 20,271 2022 18,891 Thereafter 90,241 Total $ 210,500 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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): 2017 2016 2015 (Loss) income from continuing operations before income taxes $ (118,296 ) $ 434,242 $ (289,419 ) Federal income taxes at 35% (41,404 ) 151,985 (101,297 ) State and local income taxes, net of federal tax benefit (4,606 ) 17,474 3,195 Domestic production activities deduction (5,539 ) (6,807 ) (6,554 ) Non-deductible reorganization and transaction costs 7,598 497 622 Non-deductible goodwill — — 133,350 Impact of federal and state rate changes (262,851 ) — — Income tax settlements and other adjustments, net 634 179,558 (7,842 ) Other, net 4,795 4,495 4,444 Income tax (benefit) expense from continuing operations $ (301,373 ) $ 347,202 $ 25,918 Effective tax rate 254.8% 80.0% (9.0)% |
Schedule of Components of Income Tax Expense (Benefit) | Components of income tax (benefit) expense from continuing operations were as follows (in thousands): 2017 2016 2015 Current: U.S. federal $ 94,873 $ 273,205 $ 138,871 State and local 18,810 35,057 16,677 Sub-total 113,683 308,262 155,548 Deferred: U.S. federal (381,063 ) 32,783 (110,390 ) State and local (33,993 ) 6,157 (19,240 ) Sub-total (415,056 ) 38,940 (129,630 ) Total income tax (benefit) expense from continuing operations $ (301,373 ) $ 347,202 $ 25,918 |
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, 2017 December 31, 2016 Deferred tax assets: Broadcast rights $ 53,249 $ 78,531 Postretirement benefits other than pensions 1,970 3,467 Stock-based compensation and other employee benefits 13,995 20,261 Pensions 93,913 175,766 Deferred gain on spectrum 49,103 — Other accrued liabilities 9,630 15,518 Other future deductible items 14,479 16,638 Net operating loss carryforwards 1,436 1,582 Accounts receivable 1,240 4,902 239,015 316,665 Valuation allowance (633 ) — Total deferred tax assets $ 238,382 $ 316,665 Deferred tax liabilities: Net intangible assets $ 370,284 $ 564,405 Investments 209,751 399,103 Deferred gain on partnership contributions 96,076 157,567 Net properties 70,445 112,864 Outside basis difference on Gracenote Companies — 63,403 Other — 3,571 Total deferred tax liabilities 746,556 1,300,913 Net deferred tax liabilities $ 508,174 $ 984,248 |
Schedule of Unrecognized Tax Benefits Roll Forward | The following summarizes the changes in the Company’s liability for unrecognized tax benefits during 2015 , 2016 and 2017 (in thousands): 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 Gross increase as a result of tax positions related to a prior period 46,034 Gross increase as a result of tax positions related to the current period 449 Gross decrease as a result of tax positions related to a prior period (2,591 ) Decreases related to settlements with taxing authorities (45,130 ) Reclassifications to income taxes payable (1,615 ) Decrease related to statute of limitations expirations (8,247 ) Liability at December 31, 2016 $ 22,532 Gross increase as a result of tax positions related to a prior period 223 Gross increase as a result of tax positions related to the current period 2,414 Gross decrease as a result of tax positions related to a prior period (277 ) Decreases related to settlements with taxing authorities (1,568 ) Decrease related to statute of limitations expirations (2 ) Liability at December 31, 2017 $ 23,322 |
Pension and Other Retirement 46
Pension and Other Retirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 December 31, 2016 December 31, 2017 December 31, 2016 Change in benefit obligations: Projected benefit obligations, beginning of year $ 1,990,263 $ 1,986,971 $ 8,875 $ 10,055 Service cost 768 692 — — Interest cost 78,195 82,724 264 320 Plan amendments 601 1,025 — — Impact of Medicare Reform Act — — 42 60 Actuarial loss (gain) 94,092 22,615 (593 ) (496 ) Benefits paid (107,043 ) (103,764 ) (914 ) (1,064 ) Projected benefit obligations, end of year 2,056,876 1,990,263 7,674 8,875 Change in plans’ assets: Fair value of plans’ assets, beginning of year 1,545,862 1,530,898 — — Actual return on plans’ assets 221,182 118,728 — — Employer contributions — — 914 1,064 Benefits paid (107,043 ) (103,764 ) (914 ) (1,064 ) Fair value of plans’ assets, end of year 1,660,001 1,545,862 — — Under funded status of the plans $ (396,875 ) $ (444,401 ) $ (7,674 ) $ (8,875 ) |
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, 2017 December 31, 2016 December 31, 2017 December 31, 2016 Employee compensation and benefits (1) $ — $ — $ (1,157 ) $ (1,324 ) Pension obligations, net (2) (396,875 ) (444,401 ) — — Postretirement medical, life and other benefits (2) — — (6,517 ) (7,551 ) Net amount recognized $ (396,875 ) $ (444,401 ) $ (7,674 ) $ (8,875 ) (1) Included in current liabilities within the Company’s Consolidated Balance Sheets. (2) Included in non-current liabilities within the Company’s Consolidated Balance Sheets. |
Schedule of Net Benefit Costs | The components of net periodic benefit (credit) cost for Company-sponsored plans were as follows (in thousands): Pension Plans Other Postretirement Plans 2017 2016 2015 2017 2016 2015 Service cost $ 768 $ 692 $ 709 $ — $ — $ 81 Interest cost 78,195 82,724 81,815 264 320 451 Expected return on plans’ assets (101,126 ) (107,616 ) (111,690 ) — — — Recognized actuarial loss — — — — — 25 Amortization of prior service costs (credits) 116 90 — (380 ) (380 ) (81 ) Net periodic benefit (credit) cost $ (22,047 ) $ (24,110 ) $ (29,166 ) $ (116 ) $ (60 ) $ 476 |
Schedule of Amounts in Accumulated Other Comprehensive Income (Loss) | Amounts included in the accumulated other comprehensive loss component of shareholders’ equity for Company-sponsored plans were as follows (in thousands): Pension Plans Other Postretirement Plans Total December 31, 2017 December 31, 2016 December 31, 2017 December 31, 2016 December 31, 2017 December 31, 2016 Unrecognized net actuarial (losses) gains, net of tax $ (46,897 ) $ (66,212 ) $ 176 $ (185 ) $ (46,721 ) $ (66,397 ) Unrecognized prior service (cost) credit, net of tax (942 ) (568 ) 1,851 2,082 909 1,514 Total $ (47,839 ) $ (66,780 ) $ 2,027 $ 1,897 $ (45,812 ) $ (64,883 ) |
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 2017 2016 2017 2016 Discount rate for expense 4.05 % 4.30 % 3.30 % 3.45 % Discount rate for obligations 3.55 % 4.05 % 3.10 % 3.30 % Long-term rate of return on plans’ assets for expense 6.60 % 7.00 % — — |
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, 2017 , 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 $ 7 $ (6 ) Projected benefit obligation $ 217 $ (199 ) |
Schedule of Actual and Target Allocations | The actual allocations for the pension assets at December 31, 2017 and December 31, 2016 and target allocations by asset class were as follows: Percentage of Plan Assets Actual Allocations Target Allocations Asset category: 2017 2016 2017 2016 Equity securities 52.7 % 53.4 % 50.0 % 50.0 % Fixed income securities 40.7 % 39.6 % 45.0 % 45.0 % Cash and other short-term investments 0.7 % 1.0 % — — Other alternative investments 5.9 % 6.0 % 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, 2017 and December 31, 2016 , using the fair value hierarchy established under ASC Topic 820 and described in Note 10 . The fair value hierarchy in the tables exclude certain investments which are valued using NAV as a practical expedient (in thousands): Pension Plan Assets as of December 31, 2017 Level 1 Level 2 Level 3 Total Pension plan assets measured at fair value: Registered investment companies $ 704,141 $ — $ — $ 704,141 Common/collective trusts — 12,607 — 12,607 Fixed income: U.S. government securities — 250,792 — 250,792 Corporate bonds — 294,362 — 294,362 Mortgage-backed and asset-backed securities — 31,188 — 31,188 Other (1) — (35,330 ) — (35,330 ) Pooled separate account — 16,809 — 16,809 Total pension plan assets measured at fair value $ 704,141 $ 570,428 $ — 1,274,569 Pension plan assets measured at NAV as a practical expedient (2) 360,382 Pension plan assets measured at contract value: Insurance contracts 25,050 Total pension plan assets $ 1,660,001 (1) Other includes pending net security purchases of $89 million . (2) Certain common/collective trusts, the 103-12 investment entity, the international equity limited liability company, real estate, private equity and venture capital limited partnerships that are measured at fair value using the NAV per share practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the total value of plan assets. Pension Plan Assets as of December 31, 2016 Level 1 Level 2 Level 3 Total Pension plan assets measured at fair value: Registered investment companies $ 575,884 $ — $ — $ 575,884 Common/collective trusts — 16,060 — 16,060 Fixed income: U.S. government securities — 200,782 — 200,782 Corporate bonds — 264,451 — 264,451 Mortgage-backed and asset-backed securities — 30,961 — 30,961 Other (1) — (9,155 ) — (9,155 ) Pooled separate account — 17,403 — 17,403 Total pension plan assets measured at fair value $ 575,884 $ 520,502 $ — 1,096,386 Pension plan assets measured at NAV as a practical expedient (2) 424,875 Pension plan assets measured at contract value: Insurance contracts 24,601 Total pension plan assets $ 1,545,862 (1) Other includes pending net security purchases of $58 million . (2) Certain common/collective trusts, the 103-12 investment entity, the international equity limited partnership, real estate, private equity and venture capital limited partnerships that are measured at fair value using the NAV per share practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the total value of plan assets. |
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. The benefit payments reflect expected future service, as appropriate (in thousands): Qualified Pension Plan Other 2018 $ 116,955 $ 1,157 2019 $ 119,454 $ 1,041 2020 $ 121,577 $ 929 2021 $ 123,705 $ 835 2022 $ 125,289 $ 745 2023-2027 $ 628,065 $ 2,570 |
Capital Stock Dividends (Tables
Capital Stock Dividends (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Dividends Declared | The Board declared quarterly cash dividends per share on Common Stock to holders of record of Common Stock and Warrants as follows (in thousands, except per share data): 2017 2016 Per Share Total Amount Per Share Total Amount First quarter $ 0.25 $ 21,742 $ 0.25 $ 23,215 Second quarter 0.25 21,816 0.25 22,959 Third quarter 0.25 21,834 0.25 22,510 Fourth quarter 0.25 21,837 0.25 21,612 Total quarterly cash dividends declared and paid $ 1.00 $ 87,229 $ 1.00 $ 90,296 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 2017 , 2016 and 2015 : 2017 2016 2015 Risk-free interest rate 2.17 % 1.35 % 1.71 % Expected dividend yield 3.12 % 3.36 % 0.17 % Expected stock price volatility 33.12 % 36.54 % 44.47 % Expected life (in years) 6.25 6.25 6.25 |
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): 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 (1) 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 2015 Special Cash Dividend 145 * * Outstanding, December 31, 2015 (1) 1,375 $ 60.62 $ 30.47 8.3 $ — Granted 1,363 30.43 7.46 Cancelled (67 ) 60.45 30.55 Forfeited (275 ) 39.89 15.04 Outstanding, December 31, 2016 (1) 2,396 $ 45.82 $ 19.15 8.2 $ 6,163 Granted 932 32.12 7.97 Exercised (400 ) 28.31 8.54 Cancelled (87 ) 48.48 23.91 Forfeited (447 ) 29.24 8.31 Adjustment due to the 2017 Special Cash Dividend 453 * * Outstanding, December 31, 2017 (1) 2,847 39.00 15.49 6.6 21,897 Vested and exercisable, December 31, 2017 (1) 1,187 $ 48.48 $ 23.96 4.0 $ 3,235 * Not meaningful (1) The weighted average exercise price and weighted-average fair value of options outstanding as of the end of each reporting period reflect the adjustments to the awards as a result of the respective special cash dividend. |
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 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 Adjustments due to the 2015 Special Cash Dividend 89 * Outstanding and nonvested, December 31, 2015 (1) 840 $ 58.39 2.3 Granted 824 29.97 Dividend equivalent units granted 34 37.20 Vested (307 ) 58.44 Dividend equivalent units vested (6 ) 41.32 Forfeited (151 ) 42.25 Dividend equivalent units forfeited (3 ) 39.01 Outstanding and nonvested, December 31, 2016 (1)(2) 1,231 $ 40.92 1.3 Granted 625 32.77 Dividend equivalent units granted 31 39.21 Vested (575 ) 38.21 Dividend equivalent units vested (20 ) 32.45 Forfeited (399 ) 32.35 Dividend equivalent units forfeited (12 ) 33.14 Adjustment due to the 2017 Special Cash Dividend 224 * Outstanding and nonvested, December 31, 2017 (1) 1,105 $ 32.62 1.3 * Not meaningful (1) The weighted average fair value of outstanding RSUs as of the end of each reporting period reflects the adjustment for the respective special cash dividend. (2) Included 22,309 RSUs which were granted to foreign employees and which the Company expected to settle in cash. The fair value of these RSUs was not material. |
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 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 Granted 17 33.73 Vested (17 ) 33.73 Outstanding and nonvested, December 31, 2016 — $ — 0.0 Granted 52 36.48 Vested (10 ) 34.98 Outstanding and nonvested, December 31, 2017 42 $ 36.84 3.0 |
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): Shares Weighted Avg. Fair Value Weighted Avg. Remaining Contractual Term (in years) Outstanding and nonvested, December 28, 2014 43 74.35 1.3 Granted 66 68.10 Dividend equivalent units granted 3 41.86 Forfeited (17 ) 64.89 Adjustment due to the 2015 Special Cash Dividend 12 * Outstanding and nonvested, December 31, 2015 (1)(2) 107 $ 65.50 0.6 Granted 295 21.26 Dividend equivalent units granted 10 37.50 Vested (56 ) 65.06 Dividend equivalent units vested (1 ) 41.64 Forfeited (8 ) 49.85 Outstanding and nonvested, December 31, 2016 (1)(2) 347 $ 27.23 1.1 Granted 118 31.45 Dividend equivalent units granted 5 39.26 Vested (184 ) 31.22 Dividend equivalent units vested (4 ) 32.50 Forfeited (47 ) 33.73 Dividend equivalent units forfeited (6 ) 40.72 Adjustment due to the 2017 Special Cash Dividend 24 * Outstanding and nonvested, December 31, 2017 (1)(2) 253 $ 22.53 1.4 * Not meaningful (1) Represents shares of PSUs for which performance targets have been established and which are deemed granted under U.S. GAAP. (2) The weighted average fair value of outstanding PSUs reflect the adjustment for the respective special cash dividend |
Schedule of Unrecognized Compensation Cost, Nonvested Awards | As of December 31, 2017 , 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 $ 34,262 2.3 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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): 2017 2016 2015 EPS numerator: Net income (loss) from continuing operations $ 183,077 $ 87,040 $ (315,337 ) Net income from continuing operations attributable to noncontrolling interests (3,378 ) — — Net income (loss) from continuing operations attributable to Tribune Media Company 179,699 87,040 (315,337 ) Less: Dividends distributed to Warrants 69 161 325 Less: Undistributed earnings allocated to Warrants 81 — — Income (loss) from continuing operations attributable to Tribune Media Company’s common shareholders for basic EPS $ 179,549 $ 86,879 $ (315,662 ) Add: Undistributed earnings allocated to dilutive securities 1 — — Income (loss) from continuing operations attributable to Tribune Media Company’s common shareholders for diluted EPS $ 179,550 $ 86,879 $ (315,662 ) Income (loss) from discontinued operations, as reported $ 14,420 $ (72,794 ) $ (4,581 ) Less: Undistributed earnings allocated to Warrants 7 — — Income (loss) from discontinued operations attributable to common shareholders for basic and diluted EPS $ 14,413 $ (72,794 ) $ (4,581 ) Net income (loss) attributable to Tribune Media Company’s common shareholders for basic EPS $ 193,962 $ 14,085 $ (320,243 ) Net income (loss) attributable to Tribune Media Company’s common shareholders for diluted EPS $ 193,963 $ 14,085 $ (320,243 ) EPS denominator: Weighted average shares outstanding - basic 87,066 90,244 94,686 Impact of dilutive securities 935 392 — Weighted average shares outstanding - diluted 88,001 90,636 94,686 Basic Earnings (Loss) Per Common Share Attributable to Tribune Media Company from: Continuing Operations $ 2.06 $ 0.96 $ (3.33 ) Discontinued Operations 0.17 (0.80 ) (0.05 ) Net Earnings (Loss) Per Common Share $ 2.23 $ 0.16 $ (3.38 ) Diluted Earnings (Loss) Per Common Share Attributable to Tribune Media Company from: Continuing Operations $ 2.04 $ 0.96 $ (3.33 ) Discontinued Operations 0.16 (0.80 ) (0.05 ) Net Earnings (Loss) Per Common Share $ 2.20 $ 0.16 $ (3.38 ) |
Accumulated Other Comprehensi50
Accumulated Other Comprehensive (Loss) Income (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Pension and other Post-Retirement Benefit Items Marketable Securities Cash Flow Hedging Instruments Foreign Currency Translation Adjustments (1) Total Balance at December 31, 2015 $ (57,391 ) $ 2,139 $ — $ (15,764 ) (71,016 ) Other comprehensive (loss) income before reclassifications (7,316 ) 936 — (4,210 ) (10,590 ) Amounts reclassified from AOCI (176 ) — — — (176 ) Balance at December 31, 2016 (64,883 ) 3,075 — (19,974 ) (81,782 ) Other comprehensive income (loss) before reclassifications 19,231 (95 ) (3,591 ) 5,253 20,798 Amounts reclassified from AOCI (160 ) (2,980 ) 3,298 12,765 12,923 Balance at December 31, 2017 $ (45,812 ) $ — $ (293 ) $ (1,956 ) $ (48,061 ) (1) In 2017, amounts reclassified from AOCI included $9 million of cumulative translation adjustments as a result of the Gracenote Sale, which are included in income (loss) from discontinued operations, net of taxes, and $4 million of cumulative translation adjustments as a result of the CareerBuilder impairment, which are included in write-downs of investments, in the Company’s Consolidated Statements of Operations. See Note 8 for the discussion of the Company’s equity-method investments. |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 , December 31, 2016 and December 31, 2015 (in thousands): 2017 2016 2015 Operating Revenues from Continuing Operations (1) Television and Entertainment $ 1,835,423 $ 1,909,896 $ 1,752,542 Corporate and Other 13,536 38,034 49,425 Total operating revenues $ 1,848,959 $ 1,947,930 $ 1,801,967 Operating Profit (Loss) from Continuing Operations (1) Television and Entertainment $ 196,100 $ 324,837 $ (175,140 ) Corporate and Other (87,632 ) 108,737 (94,195 ) Total operating profit (loss) $ 108,468 $ 433,574 $ (269,335 ) Depreciation from Continuing Operations (2) Television and Entertainment $ 42,713 $ 45,083 $ 48,437 Corporate and Other 13,601 13,742 16,117 Total depreciation $ 56,314 $ 58,825 $ 64,554 Amortization from Continuing Operations (2) Television and Entertainment $ 166,679 $ 166,664 $ 166,404 Total amortization $ 166,679 $ 166,664 $ 166,404 Capital Expenditures Television and Entertainment $ 48,667 $ 59,167 $ 33,173 Corporate and Other 16,587 16,944 32,285 Discontinued Operations 1,578 23,548 23,626 Total capital expenditures $ 66,832 $ 99,659 $ 89,084 Assets Television and Entertainment $ 7,197,859 $ 7,484,591 Corporate and Other (3) 932,569 1,228,526 Assets held for sale (4) 38,900 17,176 Discontinued Operations (4) — 670,758 Total assets $ 8,169,328 $ 9,401,051 (1) See Note 2 for the disclosures of operating revenues and operating (loss) profit included in discontinued operations for the historical periods. (2) Depreciation from discontinued operations totaled $14 million and $10 million for the years ended December 31, 2016 and December 31, 2015 . Amortization from discontinued operations totaled $30 million and $29 million for the years ended December 31, 2016 and December 31, 2015 . (3) As of December 31, 2017 and December 31, 2016 , 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. (4) See Note 2 for information regarding discontinued operations and Note 6 for information regarding assets held for sale. |
Quarterly Financial Informati52
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | 2017 Quarters Total First Second Third Fourth Operating Revenues Television and Entertainment $ 436,033 $ 466,061 $ 447,307 $ 486,022 $ 1,835,423 Other 3,877 3,456 3,226 2,977 13,536 Total operating revenues $ 439,910 $ 469,517 $ 450,533 $ 488,999 $ 1,848,959 Operating (Loss) Profit Television and Entertainment $ 20,013 $ 50,219 $ (1,357 ) $ 127,225 $ 196,100 Corporate and Other (35,245 ) (31,893 ) (22,392 ) 1,898 (87,632 ) Total operating (loss) profit (15,232 ) 18,326 (23,749 ) 129,123 108,468 Income on equity investments, net 37,037 40,761 21,058 38,506 137,362 Interest and dividend income 505 548 827 1,269 3,149 Interest expense (38,758 ) (40,185 ) (40,389 ) (40,055 ) (159,387 ) Loss on extinguishments and modification of debt (1) (19,052 ) — (1,435 ) — (20,487 ) Gain (loss) on investment transactions, net (1) 4,950 — 5,667 (2,486 ) 8,131 Write-downs of investments (1) (122,000 ) (58,800 ) — (12,694 ) (193,494 ) Other non-operating (loss) gain, net (1) (26 ) 71 — 26 71 Reorganization items, net (2) (250 ) (449 ) (753 ) (657 ) (2,109 ) (Loss) Income from Continuing Operations Before Income Taxes (152,826 ) (39,728 ) (38,774 ) 113,032 (118,296 ) Income tax benefit (51,614 ) (9,905 ) (20,087 ) (219,767 ) (301,373 ) (Loss) Income from Continuing Operations (101,212 ) (29,823 ) (18,687 ) 332,799 183,077 Income (Loss) from Discontinued Operations, net of taxes 15,618 (579 ) — (619 ) 14,420 Net (Loss) Income $ (85,594 ) $ (30,402 ) $ (18,687 ) $ 332,180 $ 197,497 Net income from continuing operations attributable to noncontrolling interests — — — (3,378 ) (3,378 ) Net (Loss) Income attributable to Tribune Media Company (85,594 ) (30,402 ) (18,687 ) 328,802 194,119 Basic (Loss) Earnings Per Common Share Attributable to Tribune Media Company from: Continuing Operations $ (1.17 ) $ (0.34 ) $ (0.21 ) $ 3.77 $ 2.06 Discontinued Operations 0.18 (0.01 ) — (0.01 ) 0.17 Net (Loss) Earnings Per Common Share $ (0.99 ) $ (0.35 ) $ (0.21 ) $ 3.76 $ 2.23 Diluted (Loss) Earnings Per Common Share Attributable to Tribune Media Company from: Continuing Operations $ (1.17 ) $ (0.34 ) $ (0.21 ) $ 3.73 $ 2.04 Discontinued Operations 0.18 (0.01 ) — (0.01 ) 0.16 Net (Loss) Earnings Per Common Share $ (0.99 ) $ (0.35 ) $ (0.21 ) $ 3.72 $ 2.20 2016 Quarters Total First Second Third Fourth Operating Revenues Television and Entertainment $ 455,875 $ 468,134 $ 460,164 $ 525,723 $ 1,909,896 Other 12,597 11,662 9,874 3,901 38,034 Total operating revenues $ 468,472 $ 479,796 $ 470,038 $ 529,624 $ 1,947,930 Operating Profit (Loss) Television and Entertainment $ 58,605 $ 83,346 $ 46,024 $ 136,862 $ 324,837 Corporate and Other (28,613 ) (27,140 ) 188,146 (23,656 ) 108,737 Total operating profit 29,992 56,206 234,170 113,206 433,574 Income on equity investments, net 38,252 44,306 31,737 33,861 148,156 Interest and dividend income 132 228 476 390 1,226 Interest expense (38,141 ) (38,071 ) (38,296 ) (38,211 ) (152,719 ) Other non-operating gain (loss), net (1) 496 (75 ) 57 4,949 5,427 Reorganization items, net (2) (434 ) (366 ) (434 ) (188 ) (1,422 ) Income from Continuing Operations Before Income Taxes 30,297 62,228 227,710 114,007 434,242 Income tax expense 15,195 214,856 73,871 43,280 347,202 Income (Loss) from Continuing Operations 15,102 (152,628 ) 153,839 70,727 87,040 Loss from Discontinued Operations, net of taxes (4,009 ) (8,935 ) (8,074 ) (51,776 ) (72,794 ) Net Income (Loss) $ 11,093 $ (161,563 ) $ 145,765 $ 18,951 $ 14,246 Basic Earnings (Loss) Per Common Share Attributable to Tribune Media Company from: Continuing Operations $ 0.16 $ (1.66 ) $ 1.71 $ 0.81 $ 0.96 Discontinued Operations (0.04 ) (0.10 ) (0.09 ) (0.59 ) (0.80 ) Net Earnings (Loss) Per Common Share $ 0.12 $ (1.76 ) $ 1.62 $ 0.22 $ 0.16 Diluted Earnings (Loss) Per Common Share Attributable to Tribune Media Company from: Continuing Operations $ 0.16 $ (1.66 ) $ 1.70 $ 0.81 $ 0.96 Discontinued Operations (0.04 ) (0.10 ) (0.09 ) (0.59 ) (0.80 ) Net Earnings (Loss) Per Common Share $ 0.12 $ (1.76 ) $ 1.61 $ 0.22 $ 0.16 (1) See Note 5 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2017 and 2016 . (2) See Note 3 to the Company’s consolidated financial statements for information pertaining to reorganization items recorded in 2017 and 2016 . |
Condensed Consolidated Financ53
Condensed Consolidated Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Statements of Operations and Comprehensive (Loss) Income | TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE INCOME (LOSS) YEAR ENDED DECEMBER 31, 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 1,838,997 $ 9,962 $ — $ 1,848,959 Programming and direct operating expenses — 989,385 6,453 — 995,838 Selling, general and administrative 106,297 440,555 3,341 — 550,193 Depreciation and amortization 11,522 198,949 12,522 — 222,993 Gain on sales of real estate, net — (365 ) (28,168 ) — (28,533 ) Total Operating Expenses 117,819 1,628,524 (5,852 ) — 1,740,491 Operating (Loss) Profit (117,819 ) 210,473 15,814 — 108,468 (Loss) income on equity investments, net (2,016 ) 139,378 — — 137,362 Interest and dividend income 3,085 64 — — 3,149 Interest expense (158,984 ) — (403 ) — (159,387 ) Loss on extinguishments and modification of debt (20,436 ) — (51 ) — (20,487 ) Gain on investment transactions, net 4,807 3,324 — — 8,131 Write-downs of investments (10,194 ) (183,300 ) — — (193,494 ) Other non-operating items (1,557 ) (481 ) — — (2,038 ) Intercompany income (charges) 110,254 (110,018 ) (236 ) — — (Loss) Income from Continuing Operations before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (192,860 ) 59,440 15,124 — (118,296 ) Income tax benefit (28,578 ) (233,326 ) (39,469 ) — (301,373 ) Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 343,981 15,496 — (359,477 ) — Income (Loss) from Continuing Operations $ 179,699 $ 308,262 $ 54,593 $ (359,477 ) $ 183,077 Income (Loss) from Discontinued Operations, net of taxes 14,420 (1,904 ) 807 1,097 14,420 Net Income (Loss) $ 194,119 $ 306,358 $ 55,400 $ (358,380 ) $ 197,497 Net income from continuing operations attributable to noncontrolling interests — — (3,378 ) — (3,378 ) Net Income (Loss) attributable to Tribune Media Company $ 194,119 $ 306,358 $ 52,022 $ (358,380 ) $ 194,119 Comprehensive Income (Loss) $ 227,840 $ 312,382 $ 65,136 $ (377,518 ) $ 227,840 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES COMPREHENSIVE INCOME (LOSS) YEAR ENDED DECEMBER 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 1,938,116 $ 9,814 $ — $ 1,947,930 Programming and direct operating expenses — 902,843 3,490 — 906,333 Selling, general and administrative 97,022 491,753 3,445 — 592,220 Depreciation and amortization 11,249 201,504 12,736 — 225,489 Impairment of other intangible assets — 3,400 — — 3,400 Gain on sales of real estate, net — (213,086 ) — — (213,086 ) Total Operating Expenses 108,271 1,386,414 19,671 — 1,514,356 Operating (Loss) Profit (108,271 ) 551,702 (9,857 ) — 433,574 (Loss) income on equity investments, net (2,549 ) 150,705 — — 148,156 Interest and dividend income 1,149 77 — — 1,226 Interest expense (151,893 ) — (826 ) — (152,719 ) Other non-operating items, net 4,005 — — — 4,005 Intercompany income (charges) 103,327 (102,979 ) (348 ) — — (Loss) Income from Continuing Operations before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (154,232 ) 599,505 (11,031 ) — 434,242 Income tax expense 13,610 231,136 102,456 — 347,202 Equity (deficit) in earnings of consolidated subsidiaries, net of taxes 254,882 (1,283 ) — (253,599 ) — Income (Loss) from Continuing Operations $ 87,040 $ 367,086 $ (113,487 ) $ (253,599 ) $ 87,040 (Loss) Income from Discontinued Operations, net of taxes (72,794 ) (62,777 ) 2,023 60,754 (72,794 ) Net Income (Loss) $ 14,246 $ 304,309 $ (111,464 ) $ (192,845 ) $ 14,246 Comprehensive Income (Loss) $ 3,480 $ 301,913 $ (113,279 ) $ (188,634 ) $ 3,480 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) YEAR ENDED DECEMBER 31, 2015 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Operating Revenues $ — $ 1,788,828 $ 13,139 $ — $ 1,801,967 Programming and direct operating expenses — 903,844 8,338 — 912,182 Selling, general and administrative 95,163 446,370 1,532 — 543,065 Depreciation and amortization 7,465 210,465 13,028 — 230,958 Impairment of goodwill and other intangible assets — 385,000 — — 385,000 Loss on sales of real estate, net — 97 — — 97 Total Operating Expenses 102,628 1,945,776 22,898 — 2,071,302 Operating Loss (102,628 ) (156,948 ) (9,759 ) — (269,335 ) (Loss) income on equity investments, net (240 ) 147,199 — — 146,959 Interest and dividend income 510 208 2 — 720 Interest expense (147,616 ) (5 ) (966 ) — (148,587 ) Loss on extinguishment of debt (37,040 ) — — — (37,040 ) Gain on investment transaction, net 791 8,132 3,250 — 12,173 Other non-operating items, net 7,880 (2,189 ) — — 5,691 Intercompany income (charges) 90,993 (90,637 ) (356 ) — — Loss from Continuing Operations before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries (187,350 ) (94,240 ) (7,829 ) — (289,419 ) Income tax (benefit) expense (72,742 ) 101,450 (2,790 ) — 25,918 (Deficit) equity in earnings of consolidated subsidiaries, net of taxes (200,729 ) (1,698 ) — 202,427 — (Loss) Income from Continuing Operations (315,337 ) (197,388 ) (5,039 ) 202,427 (315,337 ) (Loss) Income from Discontinued Operations, net of taxes (4,581 ) 420 (3,796 ) 3,376 (4,581 ) 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 ) |
Condensed Consolidating Balance Sheets | TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 670,302 $ 1,501 $ 1,882 $ — $ 673,685 Restricted cash and cash equivalents 17,566 — — — 17,566 Accounts receivable, net 143 418,950 1,002 — 420,095 Broadcast rights — 126,668 2,506 — 129,174 Income taxes receivable — 18,274 — — 18,274 Prepaid expenses 8,647 11,245 266 — 20,158 Other 12,487 1,552 — — 14,039 Total current assets 709,145 578,190 5,656 — 1,292,991 Properties Property, plant and equipment 58,622 557,394 57,666 — 673,682 Accumulated depreciation (29,505 ) (196,644 ) (7,238 ) — (233,387 ) Net properties 29,117 360,750 50,428 — 440,295 Investments in subsidiaries 10,378,948 74,610 — (10,453,558 ) — Other Assets Broadcast rights — 133,567 116 — 133,683 Goodwill — 3,220,300 8,688 — 3,228,988 Other intangible assets, net — 1,534,761 78,904 — 1,613,665 Assets held for sale — 38,900 — — 38,900 Investments 850 1,258,851 22,090 — 1,281,791 Intercompany receivables 2,520,570 6,527,083 411,059 (9,458,712 ) — Other 65,743 135,373 376 (62,477 ) 139,015 Total other assets 2,587,163 12,848,835 521,233 (9,521,189 ) 6,436,042 Total Assets $ 13,704,373 $ 13,862,385 $ 577,317 $ (19,974,747 ) $ 8,169,328 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES AS OF DECEMBER 31, 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Liabilities and Shareholders’ Equity (Deficit) Current Liabilities Accounts payable $ 24,529 $ 22,487 $ 1,303 $ — $ 48,319 Income taxes payable — 36,252 — — 36,252 Contracts payable for broadcast rights — 250,553 2,691 — 253,244 Deferred revenue — 11,074 868 — 11,942 Interest payable 30,525 — — — 30,525 Deferred spectrum auction proceeds — 172,102 — — 172,102 Other 44,817 57,063 3 — 101,883 Total current liabilities 99,871 549,531 4,865 — 654,267 Non-Current Liabilities Long-term debt 2,919,185 — — — 2,919,185 Deferred income taxes — 485,608 85,043 (62,477 ) 508,174 Contracts payable for broadcast rights — 300,269 151 — 300,420 Intercompany payables 7,044,972 2,148,695 265,045 (9,458,712 ) — Other 423,209 121,870 25,023 — 570,102 Total non-current liabilities 10,387,366 3,056,442 375,262 (9,521,189 ) 4,297,881 Total Liabilities 10,487,237 3,605,973 380,127 (9,521,189 ) 4,952,148 Shareholders’ Equity (Deficit) Common Stock 101 — — — 101 Treasury Stock (632,194 ) — — — (632,194 ) Additional paid-in-capital 4,011,530 9,040,065 202,942 (9,243,007 ) 4,011,530 Retained (deficit) earnings (114,240 ) 1,219,023 (6,516 ) (1,212,507 ) (114,240 ) Accumulated other comprehensive (loss) income (48,061 ) (2,676 ) 720 1,956 (48,061 ) Total Tribune Media Company shareholders’ equity (deficit) 3,217,136 10,256,412 197,146 (10,453,558 ) 3,217,136 Noncontrolling interests — — 44 — 44 Total shareholders’ equity (deficit) 3,217,136 10,256,412 197,190 (10,453,558 ) 3,217,180 Total Liabilities and Shareholders’ Equity (Deficit) $ 13,704,373 $ 13,862,385 $ 577,317 $ (19,974,747 ) $ 8,169,328 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Assets Current Assets Cash and cash equivalents $ 574,638 $ 720 $ 2,300 $ — $ 577,658 Restricted cash and cash equivalents 17,566 — — — 17,566 Accounts receivable, net 198 428,254 660 — 429,112 Broadcast rights — 155,266 2,551 — 157,817 Income taxes receivable — 9,056 — — 9,056 Current assets of discontinued operations — 37,300 25,305 — 62,605 Prepaid expenses 11,640 24,074 148 — 35,862 Other 4,894 1,729 1 — 6,624 Total current assets 608,936 656,399 30,965 — 1,296,300 Properties Property, plant and equipment 55,529 547,601 107,938 — 711,068 Accumulated depreciation (21,635 ) (159,472 ) (6,041 ) — (187,148 ) Net properties 33,894 388,129 101,897 — 523,920 Investments in subsidiaries 10,502,544 106,486 — (10,609,030 ) — Other Assets Broadcast rights — 153,374 83 — 153,457 Goodwill — 3,220,300 7,630 — 3,227,930 Other intangible assets, net — 1,729,829 89,305 — 1,819,134 Non-current assets of discontinued operations — 514,200 93,953 — 608,153 Assets held for sale — 17,176 — — 17,176 Investments 19,079 1,637,909 17,895 — 1,674,883 Intercompany receivables 2,326,261 5,547,542 358,834 (8,232,637 ) — Intercompany loan receivable 27,000 — — (27,000 ) — Other 51,479 75,191 2,707 (49,279 ) 80,098 Total other assets 2,423,819 12,895,521 570,407 (8,308,916 ) 7,580,831 Total Assets $ 13,569,193 $ 14,046,535 $ 703,269 $ (18,917,946 ) $ 9,401,051 TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Liabilities and Shareholders’ Equity (Deficit) Current Liabilities Accounts payable $ 29,827 $ 29,703 $ 1,023 $ — $ 60,553 Debt due within one year 15,921 — 4,003 — 19,924 Income taxes payable — 21,130 36 — 21,166 Contracts payable for broadcast rights — 238,497 2,758 — 241,255 Deferred revenue — 13,593 97 — 13,690 Interest payable 30,301 — 4 — 30,305 Current liabilities of discontinued operations — 44,763 9,521 — 54,284 Other 38,867 70,589 220 — 109,676 Total current liabilities 114,916 418,275 17,662 — 550,853 Non-Current Liabilities Long-term debt 3,380,860 — 10,767 — 3,391,627 Intercompany loan payable — 27,000 — (27,000 ) — Deferred income taxes — 871,923 161,604 (49,279 ) 984,248 Contracts payable for broadcast rights — 314,755 85 — 314,840 Intercompany payables 6,065,424 1,912,259 254,954 (8,232,637 ) — Other 468,227 50,239 20 — 518,486 Non-current liabilities of discontinued operations — 86,517 8,797 — 95,314 Total non-current liabilities 9,914,511 3,262,693 436,227 (8,308,916 ) 5,304,515 Total Liabilities 10,029,427 3,680,968 453,889 (8,308,916 ) 5,855,368 Shareholders’ Equity (Deficit) Common Stock 100 — — — 100 Treasury Stock (632,207 ) — — — (632,207 ) Additional paid-in-capital 4,561,760 9,486,179 289,818 (9,775,997 ) 4,561,760 Retained (deficit) earnings (308,105 ) 888,088 (33,961 ) (854,127 ) (308,105 ) Accumulated other comprehensive (loss) income (81,782 ) (8,700 ) (12,394 ) 21,094 (81,782 ) Total Tribune Media Company shareholders’ equity (deficit) 3,539,766 10,365,567 243,463 (10,609,030 ) 3,539,766 Noncontrolling interests — — 5,917 — 5,917 Total shareholders’ equity (deficit) 3,539,766 10,365,567 249,380 (10,609,030 ) 3,545,683 Total Liabilities and Shareholders’ Equity (Deficit) $ 13,569,193 $ 14,046,535 $ 703,269 $ (18,917,946 ) $ 9,401,051 |
Condensed Consolidating Statement of Cash Flows | TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2017 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash (used in) provided by operating activities $ (160,529 ) $ 391,686 $ (8,655 ) $ — $ 222,502 Investing Activities Capital expenditures (8,943 ) (52,784 ) (5,105 ) — (66,832 ) Investments — (65 ) (5,000 ) — (5,065 ) Net proceeds from the sale of business 574,817 (5,249 ) (11,775 ) — 557,793 Proceeds from FCC spectrum auction — 172,102 — — 172,102 Sale of partial interest of equity method investment — 142,552 — — 142,552 Proceeds from sales of real estate and other assets — 61,345 83,119 — 144,464 Proceeds from sales of investments 5,769 — — — 5,769 Distributions from equity investment — 3,768 — — 3,768 Other — 984 805 — 1,789 Net cash provided by investing activities 571,643 322,653 62,044 — 956,340 Financing Activities Long-term borrowings 202,694 — — — 202,694 Repayments of long-term debt (688,708 ) — (14,819 ) — (703,527 ) Long-term debt issuance costs (1,689 ) — — — (1,689 ) Payments of dividends (586,336 ) — — — (586,336 ) Tax withholdings related to net share settlements of share-based awards (8,774 ) — — — (8,774 ) Proceeds from stock option exercises 11,317 — — — 11,317 Distributions to noncontrolling interests, net — — (9,251 ) — (9,251 ) Change in intercompany receivables and payables and intercompany contributions (1) 756,046 (717,365 ) (38,681 ) — — Net cash used in financing activities (315,450 ) (717,365 ) (62,751 ) — (1,095,566 ) Net Increase (Decrease) in Cash and Cash Equivalents 95,664 (3,026 ) (9,362 ) — 83,276 Cash and cash equivalents, beginning of year 574,638 4,527 11,244 — 590,409 Cash and cash equivalents, end of year $ 670,302 $ 1,501 $ 1,882 $ — $ 673,685 (1) Excludes the impact of a $54 million non-cash settlement of intercompany balances upon dissolution of certain Guarantor subsidiaries. TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2016 Parent (Tribune Media Company) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Tribune Media Company Consolidated Net cash (used in) provided by operating activities $ (4,987 ) $ 395,861 $ (106,711 ) $ — $ 284,163 Investing Activities Capital expenditures (10,199 ) (82,043 ) (7,417 ) — (99,659 ) Investments (850 ) (2,643 ) (2,500 ) — (5,993 ) Proceeds from sales of real estate and other assets — 507,011 681 — 507,692 Other — 297 — — 297 Intercompany dividends 3,326 — — (3,326 ) — Net cash (used in) provided by investing activities (7,723 ) 422,622 (9,236 ) (3,326 ) 402,337 Financing Activities Repayments of long-term debt (23,792 ) — (4,050 ) — (27,842 ) Long-term debt issuance costs (736 ) — — — (736 ) Payments of dividends (90,296 ) — — — (90,296 ) Tax withholdings related to net share settlements of share-based awards (4,553 ) — — — (4,553 ) Common stock repurchases (232,065 ) — — — (232,065 ) Contributions from noncontrolling interests — — 393 — 393 Settlements of contingent consideration, net — (750 ) (2,886 ) — (3,636 ) Intercompany dividends — (3,326 ) — 3,326 — Change in intercompany receivables and payables (1) 703,282 (822,934 ) 119,652 — — Net cash provided by (used in) financing activities 351,840 (827,010 ) 113,109 3,326 (358,735 ) Net Increase (Decrease) in Cash and Cash Equivalents 339,130 (8,527 ) (2,838 ) — 327,765 Cash and cash equivalents, beginning of year 235,508 13,054 14,082 — 262,644 Cash and cash equivalents, end of year $ 574,638 $ 4,527 $ 11,244 $ — $ 590,409 Cash and Cash Equivalents are Comprised of: Cash and cash equivalents $ 574,638 $ 720 $ 2,300 $ — $ 577,658 Cash and cash equivalents classified as discontinued operations — 3,807 8,944 — 12,751 Cash and cash equivalents, end of year $ 574,638 $ 4,527 $ 11,244 $ — $ 590,409 (1) Excludes the impact of a $56 million non-cash settlement of intercompany balances upon dissolution of certain Guarantor subsidiaries. TRIBUNE MEDIA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE 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 ) Investments (15,000 ) (542 ) (7,500 ) — (23,042 ) Acquisitions, net of cash acquired — (5,109 ) (69,850 ) — (74,959 ) Proceeds from sales of real estate and other assets — 4,930 — — 4,930 Proceeds from sales of investments 103 36,579 8,300 — 44,982 Distributions from equity investment — 10,328 — — 10,328 Other — 1,112 — — 1,112 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 ) Payments of dividends (719,919 ) — — — (719,919 ) Tax withholdings related to net share settlements of share-based awards (4,421 ) — — — (4,421 ) Proceeds from stock option exercises 166 — — — 166 Common stock repurchases (339,942 ) — — — (339,942 ) Contributions from noncontrolling interests — — 5,524 — 5,524 Settlements of contingent consideration, net — 4,088 (2,914 ) — 1,174 Change in excess tax benefits from stock-based awards (868 ) — — — (868 ) 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 Cash and Cash Equivalents are Comprised of: Cash and cash equivalents $ 235,508 $ 7,011 $ 5,301 $ — $ 247,820 Cash and cash equivalents classified as discontinued operations — 6,043 8,781 — 14,824 Cash and cash equivalents, end of year $ 235,508 $ 13,054 $ 14,082 $ — $ 262,644 |
Basis of Presentation and Sig54
Basis of Presentation and Significant Accounting Policies Narrative (Details) $ / shares in Units, $ in Thousands | Feb. 11, 2018 | Oct. 18, 2017 | Sep. 15, 2017 | Aug. 02, 2017 | Jul. 06, 2017 | May 08, 2017USD ($)$ / shares | Dec. 31, 2017USD ($)television_station | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)television_station | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Feb. 20, 2018 | |||
Summary of Significant Account Policies [Line Items] | |||||||||||||||||||||
Number of Television Stations | television_station | 42 | 42 | |||||||||||||||||||
FCC Transaction Review Period | 180 days | ||||||||||||||||||||
FCC Transaction Review Period, Pause | 15 days | ||||||||||||||||||||
Hart-Scott-Rodino Antitrust Improvement Act of 1976 Waiting Period | 30 days | ||||||||||||||||||||
Department of Justice Merger Waiting Period | 60 days | ||||||||||||||||||||
Department of Justice, Days Notice | 10 days | ||||||||||||||||||||
Fiscal Year Less Days | 2 days | ||||||||||||||||||||
Restricted cash and cash equivalents | $ 17,566 | $ 17,566 | $ 17,566 | $ 17,566 | |||||||||||||||||
Broadcast rights impairment charge | 80,000 | 37,000 | $ 74,000 | ||||||||||||||||||
Advertising Expense | 34,000 | 42,000 | 39,000 | ||||||||||||||||||
Self-insurance deductible, per occurrence | 1,000 | 1,000 | |||||||||||||||||||
Liabilities for self-insured risks | 24,000 | 26,000 | 24,000 | 26,000 | |||||||||||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 23,000 | 25,000 | 29,000 | ||||||||||||||||||
Total operating revenues | 488,999 | $ 450,533 | $ 469,517 | $ 439,910 | 529,624 | $ 470,038 | $ 479,796 | $ 468,472 | 1,848,959 | [1] | 1,947,930 | [1] | 1,801,967 | [1] | |||||||
Costs and Expenses | $ 1,740,491 | 1,514,356 | 2,071,302 | ||||||||||||||||||
Document Fiscal Year Focus | 2,017 | ||||||||||||||||||||
Barter | |||||||||||||||||||||
Summary of Significant Account Policies [Line Items] | |||||||||||||||||||||
Total operating revenues | $ 28,000 | 30,000 | 29,000 | ||||||||||||||||||
Program rights | $ 45,000 | $ 37,000 | 45,000 | 37,000 | |||||||||||||||||
Costs and Expenses | $ 28,000 | $ 30,000 | $ 29,000 | ||||||||||||||||||
Buildings | Minimum | |||||||||||||||||||||
Summary of Significant Account Policies [Line Items] | |||||||||||||||||||||
Useful life of property, plant and equipment, years | 3 years | ||||||||||||||||||||
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 | ||||||||||||||||||||
Sinclair Merger | |||||||||||||||||||||
Summary of Significant Account Policies [Line Items] | |||||||||||||||||||||
Business Combination, Common Stock Cash Value Per Share Conversion | $ / shares | $ 35 | ||||||||||||||||||||
Business Combination, Consideration Transferred, Common Stock Exchange Ratio | 0.2300 | ||||||||||||||||||||
Contract Termination Fee | $ 135,500 | ||||||||||||||||||||
Grace Period After Contact Termination, Not Terminated by Company, Before Obtaining New Bid Without Termination Fee | 12 months | ||||||||||||||||||||
Sinclair | Sinclair Merger | |||||||||||||||||||||
Summary of Significant Account Policies [Line Items] | |||||||||||||||||||||
Common stock par value (usd per share) | $ / shares | $ 0.01 | ||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||
Summary of Significant Account Policies [Line Items] | |||||||||||||||||||||
Department of Justice Merger Waiting Period | 60 days | ||||||||||||||||||||
Department of Justice, Days Notice | 10 days | ||||||||||||||||||||
Television Markets, Sinclair Proposes to Own Duopoly | 3 | ||||||||||||||||||||
Television Markets, Sinclair Proposes to Divest | 11 | ||||||||||||||||||||
[1] | (1)See Note 2 for the disclosures of operating revenues and operating (loss) profit included in discontinued operations for the historical periods. |
Basis of Presentation and Sig55
Basis of Presentation and Significant Accounting Policies Principles of Consolidation and VIEs (Details) - USD ($) $ in Thousands | Dec. 19, 2017 | Nov. 15, 2017 | Nov. 12, 2015 | Apr. 14, 2015 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Proceeds from Sale of Real Estate | $ 144,000 | $ 506,000 | $ 5,000 | ||||||
Gain (Loss) on Sale of Properties | $ 1,000 | $ (1,000) | $ 28,533 | $ 213,086 | $ (97) | ||||
Fort Lauderdale, FL Property | |||||||||
Proceeds from Sale of Real Estate | $ 21,000 | ||||||||
Gain (Loss) on Sale of Properties | 6,000 | ||||||||
Gain (Loss) on Sale of Properties, portion attributable to noncontrolling interest | $ 100 | ||||||||
Costa Mesa, CA Property | |||||||||
Proceeds from Sale of Real Estate | $ 62,000 | ||||||||
Gain (Loss) on Sale of Properties | 22,000 | ||||||||
Gain (Loss) on Sale of Properties, portion attributable to noncontrolling interest | $ 3,000 | ||||||||
Variable Interest Entity, Primary Beneficiary, Aggregated Disclosure [Member] | Florida LLC | |||||||||
Fair Value of Land Contributed | $ 15,000 | ||||||||
Carrying Value of Land Contributed | $ 10,000 | ||||||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 92.00% | ||||||||
Variable Interest Entity, Primary Beneficiary, Aggregated Disclosure [Member] | California LLC | |||||||||
Fair Value of Land Contributed | $ 39,000 | ||||||||
Carrying Value of Land Contributed | $ 35,000 | ||||||||
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% |
Basis of Presentation and Sig56
Basis of Presentation and Significant Accounting Policies Dreamcatcher (Details) - USD ($) $ in Thousands | Dec. 27, 2013 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Variable Interest Entity [Line Items] | |||||||||||||||
Federal Communications Commission Regulation, Proceeds Received From Auction | $ 191,000 | ||||||||||||||
Total operating revenues | $ 488,999 | $ 450,533 | $ 469,517 | $ 439,910 | $ 529,624 | $ 470,038 | $ 479,796 | $ 468,472 | 1,848,959 | [1] | $ 1,947,930 | [1] | $ 1,801,967 | [1] | |
Total operating (loss) profit | $ 129,123 | $ (23,749) | $ 18,326 | $ (15,232) | $ 113,206 | $ 234,170 | $ 56,206 | $ 29,992 | 108,468 | [1] | 433,574 | [1] | (269,335) | [1] | |
Dreamcatcher Stations | |||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||
Federal Communications Commission Regulation, Proceeds Received From Auction | 26,000 | ||||||||||||||
Dreamcatcher | Dreamcatcher Stations | |||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||
Business Combination, Consideration Transferred | $ 27,000 | ||||||||||||||
Variable Interest Entity, Primary Beneficiary | Dreamcatcher Stations | |||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||
Total operating revenues | 72,000 | 73,000 | 65,000 | ||||||||||||
Total operating (loss) profit | $ 12,000 | $ 16,000 | $ 12,000 | ||||||||||||
Variable Interest Entity, Primary Beneficiary | Dreamcatcher | |||||||||||||||
Variable Interest Entity [Line Items] | |||||||||||||||
Variable Interest Entity, Financial or Other Support, Amount | $ 200 | ||||||||||||||
[1] | (1)See Note 2 for the disclosures of operating revenues and operating (loss) profit included in discontinued operations for the historical periods. |
Basis of Presentation and Sig57
Basis of Presentation and Significant Accounting Policies Dreamcatcher Table (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Variable Interest Entity [Line Items] | |||
Property, Plant and Equipment, Net | $ 440,295 | $ 523,920 | |
Broadcast rights | 133,683 | 153,457 | |
Other intangible assets, net | 1,613,665 | 1,819,134 | |
Other assets | 139,015 | 80,098 | |
Total Assets | [1] | 8,169,328 | 9,401,051 |
Long-term debt | 2,919,185 | 3,391,627 | |
Other liabilities | 163,899 | 62,700 | |
Liabilities | [1] | 4,952,148 | 5,855,368 |
Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Total Assets | 81,000 | 97,000 | |
Liabilities | 29,000 | 3,000 | |
Dreamcatcher Stations | Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Property, Plant and Equipment, Net | 0 | 91 | |
Broadcast rights | 2,622 | 2,634 | |
Other intangible assets, net | 71,914 | 82,442 | |
Other assets | 6,852 | 134 | |
Total Assets | 81,388 | 85,301 | |
Debt due within one year | 0 | 4,003 | |
Contracts payable for broadcast rights | 2,691 | 2,758 | |
Long-term debt | 0 | 10,767 | |
Long-term deferred revenue | 25,030 | 0 | |
Other liabilities | 1,017 | 85 | |
Liabilities | $ 28,738 | $ 17,613 | |
[1] | The Company’s consolidated total assets as of December 31, 2017 and December 31, 2016 include total assets of variable interest entities (“VIEs”) of $81 million and $97 million, respectively, which can only be used to settle the obligations of the VIEs. The Company’s consolidated total liabilities as of December 31, 2017 and December 31, 2016 include total liabilities of the VIEs of $29 million and $3 million, respectively, for which the creditors of the VIEs have no recourse to the Company (see Note 1). |
Basis of Presentation and Sig58
Basis of Presentation and Significant Accounting Policies Accounts Receivable Allowance Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Accounts receivable allowance balance, beginning of the period | $ 12,504 | $ 5,543 | $ 6,795 |
Additions charged to revenues, costs and expenses | 14,786 | 14,009 | 5,277 |
Deductions | (22,476) | (7,048) | (6,529) |
Accounts receivable allowance balance, end of the period | $ 4,814 | $ 12,504 | $ 5,543 |
Discontinued Operations Narrati
Discontinued Operations Narrative (Details) - USD ($) | Feb. 01, 2017 | Jan. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Repayments of long-term debt | $ 703,527,000 | $ 27,842,000 | $ 1,114,262,000 | |||
Gain (Loss) on Disposition of Business | (33,492,000) | 0 | 0 | |||
Amended Secured Credit Facility | Term B Loans Facility | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Repayments of long-term debt | $ 400,000,000 | |||||
Discontinued Operations, Disposed of by Sale | Gracenote Companies | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Discontinued Operation, Amounts of Material Contingent Liabilities Remaining | 0 | |||||
Disposal Group, Including Discontinued Operation, Consideration | $ 560,000,000 | |||||
Proceeds from Divestiture of Businesses and Interests in Affiliates | $ 581,000,000 | |||||
Transaction costs incurred to complete disposition | 10,000,000 | $ 3,000,000 | $ 3,000,000 | |||
Proceeds from Divestiture of Business, Working Capital Adjustment | $ 3,000,000 | |||||
Gain (Loss) on Disposition of Business | $ 33,000,000 |
Discontinued Operations Graceno
Discontinued Operations Gracenote Companies Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Income (Loss) from Discontinued Operations, net of taxes | $ (619) | $ 0 | $ (579) | $ 15,618 | $ (51,776) | $ (8,074) | $ (8,935) | $ (4,009) | $ 14,420 | $ (72,794) | $ (4,581) | ||
Gracenote Companies | Discontinued Operations, Disposed of by Sale | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Operating revenues | 18,168 | [1] | 225,903 | 209,964 | |||||||||
Direct operating expenses | 7,292 | [1] | 75,457 | 59,789 | |||||||||
Selling, general and administrative | 15,349 | [1] | 110,713 | 104,968 | |||||||||
Depreciation (2) | 0 | [1],[2] | 13,584 | 9,735 | |||||||||
Amortization (2) | 0 | [1],[2] | 29,999 | 28,826 | |||||||||
Operating (loss) profit | (4,473) | [1] | (3,850) | 6,646 | |||||||||
Interest income | 16 | [1] | 96 | 109 | |||||||||
Interest expense (3) | [3] | (1,261) | [1] | (15,317) | (15,843) | ||||||||
Other non-operating gain, net | 0 | [1] | 0 | 912 | |||||||||
Loss before income taxes | (5,718) | [1] | (19,071) | (8,176) | |||||||||
Pretax gain on the disposal of discontinued operations | 33,492 | [1] | 0 | 0 | |||||||||
Total pretax gain (loss) on discontinued operations | 27,774 | [1] | (19,071) | (8,176) | |||||||||
Income tax expense (benefit) (4) | [4] | 13,354 | [1] | 53,723 | (3,595) | ||||||||
Income (Loss) from Discontinued Operations, net of taxes | $ 14,420 | [1] | $ (72,794) | $ (4,581) | |||||||||
[1] | Results of operations for the Gracenote Companies are reflected through January 31, 2017, the date of the Gracenote Sale. | ||||||||||||
[2] | No depreciation expense or amortization expense was recorded by the Company in 2017 as the Gracenote Companies’ assets were held for sale as of December 31, 2016. | ||||||||||||
[3] | The Company used $400 million of proceeds from the Gracenote Sale to prepay a portion of its outstanding borrowings under the Company’s Term Loan Facility (as defined and described in Note 9). Interest expense associated with the Company’s outstanding Term Loan Facility was allocated to discontinued operations based on the ratio of the $400 million prepayment to the total outstanding indebtedness under the Term Loan Facility in effect in each respective period. | ||||||||||||
[4] | In the fourth quarter of 2016, as a result of meeting all criteria under ASC Topic 205 to classify Gracenote Companies as discontinued operations, the Company recorded tax expense of $62 million to increase the Company’s deferred tax liability for the outside basis difference related to the Gracenote Companies included in the Gracenote Sale. This charge was required to be recorded in the period the Company signed a definitive agreement to divest the business. Exclusive of this $62 million charge, the effective tax rates on pretax income from discontinued operations was 48.1%, 45.0% and 44.0% for the years ended December 31, 2017, December 31, 2016, and December 31, 2015, respectively. These rates differ from the U.S. federal statutory rate of 35% primarily due to state income taxes (net of federal benefit), foreign tax rate differences, and the impact of certain nondeductible transaction costs and other adjustments. |
Discontinued Operations Grace61
Discontinued Operations Gracenote Companies Statement of Operations Footnotes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ||
Gracenote Companies | Discontinued Operations, Disposed of by Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Discontinued Operations, Tax Effect of Discontinued Operation, Outside Basis Difference | $ 62 | ||
Effective Income Tax Rate Reconciliation, Discontinued Operations, Percent | 48.10% | 45.00% | 44.00% |
Discontinued Operations Grace62
Discontinued Operations Gracenote Companies Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash and cash equivalents | $ 0 | $ 12,751 | $ 14,824 | |
Total current assets of discontinued operations | 0 | 62,605 | ||
Total non-current assets of discontinued operations | 0 | 608,153 | ||
Total current liabilities of discontinued operations | 0 | 54,284 | ||
Total non-current liabilities of discontinued operations | $ 0 | 95,314 | ||
Gracenote Companies | Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash and cash equivalents | $ 17,000 | 12,751 | ||
Accounts receivable, net | 38,727 | |||
Prepaid expenses and other | 11,127 | |||
Total current assets of discontinued operations | 62,605 | |||
Property, plant and equipment, net | 49,348 | |||
Goodwill | 333,258 | |||
Other intangible assets, net | 219,287 | |||
Other long-term assets | 6,260 | |||
Total non-current assets of discontinued operations | 608,153 | |||
Total Assets Classified as Discontinued Operations in the Consolidated Balance Sheets | 670,758 | |||
Accounts payable | 6,237 | |||
Employee compensation and benefits | 17,011 | |||
Deferred revenue | 27,113 | |||
Accrued expenses and other current liabilities | 3,923 | |||
Total current liabilities of discontinued operations | 54,284 | |||
Deferred income taxes | 89,029 | |||
Postretirement, medical, life and other benefits | 2,786 | |||
Other obligations | 3,499 | |||
Total non-current liabilities of discontinued operations | 95,314 | |||
Total Liabilities Classified as Discontinued Operations in the Consolidated Balance Sheets | 149,598 | |||
Net Assets Classified as Discontinued Operations | $ 521,160 |
Discontinued Operations Grace63
Discontinued Operations Gracenote Companies Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 31, 2017 | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Stock-based compensation | $ 32,933 | $ 37,189 | $ 32,493 | |||
Depreciation (2) | 56,314 | 72,409 | 74,289 | |||
Amortization (2) | 166,679 | 196,663 | 195,230 | |||
Acquisitions, net of cash acquired | 0 | 0 | 74,959 | |||
Capital expenditures | 66,832 | 99,659 | 89,084 | |||
Net proceeds from the sale of business | 557,793 | 0 | 0 | |||
Settlements of contingent consideration, net | 0 | (3,636) | 1,174 | |||
Cash and cash equivalents classified as discontinued operations | 0 | 12,751 | 14,824 | |||
Gracenote Companies | Discontinued Operations, Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Stock-based compensation | 1,992 | 4,196 | 2,239 | |||
Depreciation (2) | 0 | [1],[2] | 13,584 | 9,735 | ||
Amortization (2) | 0 | [1],[2] | 29,999 | 28,826 | ||
Acquisitions, net of cash acquired | [3] | 0 | [2] | 0 | (58,996) | |
Capital expenditures | [3] | 1,578 | [2] | 23,548 | 23,626 | |
Net proceeds from the sale of business | [4] | 557,793 | [2] | 0 | 0 | |
Settlements of contingent consideration, net | [3] | 0 | [2] | (3,636) | $ 1,174 | |
Proceeds from Divestiture of Businesses | 584,000 | |||||
Cash and cash equivalents classified as discontinued operations | $ 12,751 | $ 17,000 | ||||
Disposal Groups, Including Discontinued Operations, Selling Costs | $ 9,000 | |||||
[1] | No depreciation expense or amortization expense was recorded by the Company in 2017 as the Gracenote Companies’ assets were held for sale as of December 31, 2016. | |||||
[2] | Results of operations for the Gracenote Companies are reflected through January 31, 2017, the date of the Gracenote Sale. | |||||
[3] | Non-cash investing and financing activities of Digital and Data businesses included in the Gracenote Sale were immaterial | |||||
[4] | Net proceeds from the sale of business reflects the gross proceeds from the Gracenote sale of $584 million, net of $17 million of the Gracenote Companies’ cash and cash equivalents included in the sale and $9 million of selling costs. |
Proceedings Under Chapter 11 -
Proceedings Under Chapter 11 - Narrative (Details) | Jun. 02, 2011defendantcomplaint | Dec. 08, 2008subsidiary | Dec. 31, 2017USD ($)claim | Sep. 30, 2017USD ($) | [1] | Jun. 30, 2017USD ($) | [1] | Mar. 31, 2017USD ($) | [1] | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | [1] | Jun. 30, 2016USD ($) | [1] | Mar. 31, 2016USD ($) | [1] | Dec. 31, 2017USD ($)claim | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2012USD ($)claim$ / shares | Aug. 12, 2016case | Nov. 20, 2013USD ($) | May 21, 2013preference_action | Dec. 30, 2012shares | Jul. 23, 2012 | Dec. 20, 2007USD ($)$ / shares | ||||
Reorganization [Line Items] | ||||||||||||||||||||||||||||||
Bankruptcy Proceedings, Number of Subsidiaries Included in Bankruptcy Filing | subsidiary | 110 | |||||||||||||||||||||||||||||
Bankruptcy closed cases | case | 106 | |||||||||||||||||||||||||||||
Restricted cash and cash equivalents | $ 17,566,000 | $ 17,566,000 | $ 17,566,000 | $ 17,566,000 | ||||||||||||||||||||||||||
Bankruptcy Claims, Number Claims Filed | claim | 7,400 | |||||||||||||||||||||||||||||
Shareholder Receipt on Tribune Company common stock in connection with Leveraged ESOP Transactions | $ 50,000 | |||||||||||||||||||||||||||||
Bankruptcy Claims, Number Claims Withdrawn or Expunged | claim | 3,297 | 3,297 | ||||||||||||||||||||||||||||
Bankruptcy Claims, Number of Claims Settled | claim | 3,757 | 3,757 | ||||||||||||||||||||||||||||
Bankruptcy Claims, Number of Claims under Review by Management | claim | 403 | 403 | ||||||||||||||||||||||||||||
Reorganization items, net | $ (657,000) | [1] | $ (753,000) | $ (449,000) | $ (250,000) | $ (188,000) | [1] | $ (434,000) | $ (366,000) | $ (434,000) | $ (2,109,000) | [1] | (1,422,000) | [1] | $ (1,537,000) | |||||||||||||||
Debtor Reorganization Items, Net Cash Outflows for Reorganization Costs | $ 2,000,000 | $ 2,000,000 | $ 3,000,000 | |||||||||||||||||||||||||||
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 | 2,000 | |||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||
Predecessor | ||||||||||||||||||||||||||||||
Reorganization [Line Items] | ||||||||||||||||||||||||||||||
Common stock par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||
Employee Stock Ownership Plan (ESOP), shares committed for release or allocation to employees | shares | 8,294,000 | |||||||||||||||||||||||||||||
Predecessor | Subordinated Debt | Subordinate Promissory Note | ||||||||||||||||||||||||||||||
Reorganization [Line Items] | ||||||||||||||||||||||||||||||
Face amount of debt | $ 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 | |||||||||||||||||||||||||||||
Successor | ||||||||||||||||||||||||||||||
Reorganization [Line Items] | ||||||||||||||||||||||||||||||
Postconfirmation, restricted cash and cash equivalents | $ 187,000,000 | |||||||||||||||||||||||||||||
[1] | See Note 3 to the Company’s consolidated financial statements for information pertaining to reorganization items recorded in 2017 and 2016. |
Proceedings Under Chapter 11 65
Proceedings Under Chapter 11 - Terms of Reorganization Plan (Details) - USD ($) | Dec. 31, 2012 | Dec. 31, 2017 | Jan. 27, 2017 | Dec. 31, 2016 | Dec. 27, 2013 | Dec. 20, 2007 |
Reorganization [Line Items] | ||||||
Amount paid to settle bankruptcy claims | $ 3,516,000,000 | |||||
Number of shares paid to 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 (usd per share) | $ 0.001 | $ 0.001 | ||||
Ownership by previous shareholders, maximum percentage | 4.99% | |||||
Common Class B | ||||||
Reorganization [Line Items] | ||||||
Common stock par value (usd per share) | $ 0.001 | $ 0.001 | ||||
Senior Loan Claims | ||||||
Reorganization [Line Items] | ||||||
Amount paid to settle bankruptcy claims | $ 2,900,000,000 | |||||
Number of shares paid to settle claims (shares) | 98,200,000 | |||||
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 | |||||
Common stock par value (usd per share) | $ 0.01 | $ 0.01 | ||||
Debtor Reorganization Items, Note Receivable Write off | $ 20,000,000 | |||||
Predecessor | Common Stock | ||||||
Reorganization [Line Items] | ||||||
Warrants that entitle the purchase of common stock, shares | 43,478,261 | |||||
Successor | ||||||
Reorganization [Line Items] | ||||||
Postconfirmation, restricted cash and cash equivalents | $ 187,000,000 | |||||
Warrants issued, shares | 16,789,972 | |||||
Successor | Common Class A | ||||||
Reorganization [Line Items] | ||||||
Common stock par value (usd per share) | $ 0.001 | |||||
Issuance of Successor common stock and stock purchase warrants, shares | 78,754,269 | |||||
Successor | Common Class B | ||||||
Reorganization [Line Items] | ||||||
Common stock par value (usd 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 | $ 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 | $ 420,000,000 | $ 300,000,000 | $ 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 | |||||
Amount paid to settle bankruptcy claims | $ 65,000,000 | |||||
Debt term | 12 months | |||||
Percent of allowed claim paid (percent) | 3.98% | |||||
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 66
Proceedings Under Chapter 11 - Leveraged ESOP Transactions (Details) - USD ($) | Dec. 20, 2007 | Jun. 04, 2007 | Apr. 25, 2007 | Apr. 01, 2007 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2008 | Dec. 31, 2012 | Dec. 30, 2012 |
Reorganization [Line Items] | ||||||||||
Interest | $ 152,401,000 | $ 160,200,000 | $ 130,311,000 | |||||||
Long term debt | $ 2,955,517,000 | |||||||||
Predecessor | ||||||||||
Reorganization [Line Items] | ||||||||||
Stock issued during 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 | |||||||||
Tender price per share (usd per share) | $ 34 | |||||||||
Stock repurchased and retired during the period, shares | 119,000,000 | 126,000,000 | ||||||||
Stock repurchased and retired during the period, value | $ 4,032,000,000 | $ 4,289,000,000 | ||||||||
Common stock par value (usd per share) | $ 0.01 | $ 0.01 | ||||||||
Conversion of Stock, Right to Receive Cash | $ 34 | |||||||||
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] | ||||||||||
Interest | $ 6,000,000 | |||||||||
Face amount of debt | $ 255,000,000 | $ 225,000,000 | ||||||||
Debt instrument interest rate, percent | 4.64% | |||||||||
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 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||||
Acquisitions, net of cash acquired | $ 0 | $ 0 | $ 74,959 | |
Infostrada, SportsDirect, Covers, Enswers | ||||
Business Acquisition [Line Items] | ||||
Acquisitions, net of cash acquired | $ 69,849 | |||
Transaction costs incurred | $ 3,000 | |||
Definite-lived intangible assets useful life, years | 12 years | |||
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 |
Acquisitions - 2015 Acquisition
Acquisitions - 2015 Acquisitions (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||||
Net cash | $ 0 | $ 0 | $ 74,959 | |
Goodwill | $ 3,228,988 | $ 3,227,930 | $ 3,228,224 | |
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 |
Changes in Operations and Non69
Changes in Operations and Non-operating Items Severance by Business Segment (Details) - Employee Severance - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Severance Costs | $ 4,739 | $ 10,406 | $ 5,276 |
Operating Segments | Television and Entertainment | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance Costs | 4,367 | 9,228 | 2,317 |
Corporate, Non-Segment | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance Costs | $ 372 | $ 1,178 | $ 2,959 |
Changes in Operations and Non70
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, 2017 | Dec. 31, 2016 | |
Severance and Related Activity Liability [Roll Forward] | ||
Beginning balance | $ 8,981 | $ 3,595 |
Additions | 4,739 | 10,406 |
Payments | (9,144) | (5,020) |
Ending balance | $ 4,576 | $ 8,981 |
Changes in Operations and Non71
Changes in Operations and Non-operating Items Non-Operating Items (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2017 | [1] | Sep. 30, 2017 | [1] | Jun. 30, 2017 | [1] | Mar. 31, 2017 | [1] | Dec. 31, 2016 | [1] | Sep. 30, 2016 | [1] | Jun. 30, 2016 | [1] | Mar. 31, 2016 | [1] | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Changes in Operations and Non-Operating Items [Abstract] | |||||||||||||||||||||
Loss on extinguishments and modification of debt | $ 0 | $ (1,435) | $ 0 | $ (19,052) | $ (20,487) | [1] | $ 0 | $ (37,040) | |||||||||||||
Gain on investment transactions, net | (2,486) | 5,667 | 0 | 4,950 | 8,131 | [1] | 0 | 12,173 | |||||||||||||
Write-downs of investments | (12,694) | 0 | (58,800) | (122,000) | (193,494) | [1] | 0 | 0 | |||||||||||||
Other non-operating gain, net | $ 26 | $ 0 | $ 71 | $ (26) | $ 4,949 | $ 57 | $ (75) | $ 496 | 71 | [1] | 5,427 | [1] | 7,228 | ||||||||
Total non-operating (loss) gain, net | $ (205,779) | $ 5,427 | $ (17,639) | ||||||||||||||||||
[1] | See Note 5 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2017 and 2016. |
Changes in Operations and Non72
Changes in Operations and Non-operating Items Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | [1] | Mar. 31, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 02, 2015 | Aug. 04, 2014 | Jul. 29, 2008 | |||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||||||
Loss on extinguishments and modification of debt | $ 0 | [1] | $ (1,435) | [1] | $ 0 | $ (19,052) | [1] | $ (20,487) | [1] | $ 0 | $ (37,040) | |||||
Write-off of unamortized debt issuance costs and discounts | (37,000) | |||||||||||||||
Write-downs of investments | (12,694) | [1] | 0 | [1] | $ (58,800) | (122,000) | [1] | (193,494) | [1] | 0 | 0 | |||||
Workers Compensation Reserve Adjustment | 5,427 | 9,350 | ||||||||||||||
Non-cash pretax charge to write down assets | (2,122) | |||||||||||||||
tronc | ||||||||||||||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||||||
Realized Gain (Loss) on Marketable Securities, Cost Method Investments, and Other Investments | 5,000 | 4,950 | ||||||||||||||
Investment ownership, percentage | 1.50% | |||||||||||||||
CareerBuilder, LLC | ||||||||||||||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||||||
Pretax gain recognized on sale of equity method investment | 3,847 | |||||||||||||||
Newsday LLC | ||||||||||||||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||||||
Realized Gain (Loss) on Marketable Securities, Cost Method Investments, and Other Investments | $ 3,000 | 3,250 | ||||||||||||||
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 | 8,132 | |||||||||||||||
Employee Severance | ||||||||||||||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||||||
Severance Costs | 4,739 | 10,406 | 5,276 | |||||||||||||
Severance and Related Activity Liability | $ 4,576 | 4,576 | 8,981 | 3,595 | ||||||||||||
Discontinued Operations | Employee Severance | ||||||||||||||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||||||
Severance Costs | $ 476 | 667 | ||||||||||||||
Amended Secured Credit Facility | ||||||||||||||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||||||
Loss on extinguishments and modification of debt | $ (1,000) | (19,000) | ||||||||||||||
Term B Loans Facility | Amended Secured Credit Facility | ||||||||||||||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||||||
Write-off of unamortized debt issuance costs and discounts | (6,000) | (6,529) | ||||||||||||||
Debt Instrument, Unamortized Discount Write-off on Extinguishment | (1,000) | (1,678) | ||||||||||||||
Term Loan Facility | Senior Secured Credit Agreement | ||||||||||||||||
Schedule of Other Nonoperating Income (Expense) [Line Items] | ||||||||||||||||
Write-off of unamortized debt issuance costs and discounts | (30,000) | |||||||||||||||
Debt Instrument, Unamortized Discount Write-off on Extinguishment | $ (4,000) | |||||||||||||||
Payments of Debt Restructuring Costs | $ (12,000) | $ (12,229) | ||||||||||||||
[1] | See Note 5 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2017 and 2016. |
Real Estate Sales and Assets 73
Real Estate Sales and Assets Held For Sale Assets Held for Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Total assets held for sale | [1] | $ 38,900 | $ 17,176 |
FCC licenses | |||
Total assets held for sale | 38,900 | 0 | |
Wholly Owned Properties | |||
Total assets held for sale | $ 0 | $ 17,176 | |
[1] | (4)See Note 2 for information regarding discontinued operations and Note 6 for information regarding assets held for sale. |
Real Estate Sales and Assets 74
Real Estate Sales and Assets Held For Sale Narrative (Details) $ in Thousands | Dec. 19, 2017USD ($) | Nov. 15, 2017USD ($) | Aug. 04, 2017USD ($) | May 22, 2017USD ($)property | Apr. 21, 2017USD ($)property | Jan. 31, 2017USD ($)property | Jan. 26, 2017USD ($) | Dec. 22, 2016USD ($) | Nov. 14, 2016USD ($) | Sep. 27, 2016USD ($) | Sep. 26, 2016USD ($) | Jul. 14, 2016USD ($) | Jul. 12, 2016USD ($)property | Jul. 07, 2016USD ($) | Jun. 02, 2016USD ($) | May 02, 2016USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2016USD ($)property | Jun. 30, 2016USD ($) | Dec. 31, 2017USD ($)property | Dec. 31, 2016USD ($)property | Dec. 31, 2015USD ($) | |
Assets Held for Sale, Number of Properties Held for Sale | property | 5 | 0 | 5 | ||||||||||||||||||||
Non-current assets held for sale | [1] | $ 17,176 | $ 38,900 | $ 17,176 | |||||||||||||||||||
Impairment of Long-Lived Assets to be Disposed of | 2,000 | 15,000 | $ 7,000 | ||||||||||||||||||||
Proceeds from sales of real estate and other assets | 144,000 | 506,000 | 5,000 | ||||||||||||||||||||
(Gain) loss on sale of real estate | (1,000) | $ 1,000 | (28,533) | (213,086) | 97 | ||||||||||||||||||
(Distributions to) contributions from noncontrolling interests, net | (9,251) | 393 | 5,524 | ||||||||||||||||||||
Proceeds from FCC spectrum auction | 172,102 | 0 | $ 0 | ||||||||||||||||||||
FCC licenses | |||||||||||||||||||||||
Non-current assets held for sale | $ 0 | $ 38,900 | $ 0 | ||||||||||||||||||||
Subsequent Event | FCC licenses | |||||||||||||||||||||||
Gain (Loss) on Disposition of Intangible Assets | $ 133,000 | ||||||||||||||||||||||
Denver, CO Property | |||||||||||||||||||||||
Proceeds from sales of real estate and other assets | $ 23,000 | ||||||||||||||||||||||
Chicago, IL Property | |||||||||||||||||||||||
Proceeds from sales of real estate and other assets | $ 1,000 | $ 22,000 | $ 1,000 | ||||||||||||||||||||
Sale Leaseback Transaction, Lease Terms | 10 | ||||||||||||||||||||||
Gain (Loss) on Sale of Properties, Deferred | $ 13,000 | ||||||||||||||||||||||
Assets Held for Sale, Number of Properties Sold | property | 2 | 1 | |||||||||||||||||||||
Baltimore, MD Property | |||||||||||||||||||||||
Proceeds from sales of real estate and other assets | $ 15,000 | $ 300 | |||||||||||||||||||||
Assets Held for Sale, Number of Properties Sold | property | 2 | ||||||||||||||||||||||
Williamsburg, VA Property | |||||||||||||||||||||||
Proceeds from sales of real estate and other assets | $ 1,000 | ||||||||||||||||||||||
Costa Mesa, CA Property | |||||||||||||||||||||||
Proceeds from sales of real estate and other assets | $ 62,000 | ||||||||||||||||||||||
(Gain) loss on sale of real estate | (22,000) | ||||||||||||||||||||||
Gain (Loss) on Sale of Properties, portion attributable to noncontrolling interest | $ 3,000 | ||||||||||||||||||||||
Fort Lauderdale, FL Property | |||||||||||||||||||||||
Proceeds from sales of real estate and other assets | $ 21,000 | ||||||||||||||||||||||
(Gain) loss on sale of real estate | (6,000) | ||||||||||||||||||||||
Gain (Loss) on Sale of Properties, portion attributable to noncontrolling interest | $ 100 | ||||||||||||||||||||||
Deerfield Beach Property | |||||||||||||||||||||||
Proceeds from sales of real estate and other assets | $ 24,000 | ||||||||||||||||||||||
Allentown Property | |||||||||||||||||||||||
Proceeds from sales of real estate and other assets | $ 8,000 | ||||||||||||||||||||||
Seattle Property | |||||||||||||||||||||||
Proceeds from sales of real estate and other assets | $ 19,000 | ||||||||||||||||||||||
Sale Leaseback Transaction, Lease Terms | 11 | ||||||||||||||||||||||
Gain (Loss) on Sale of Properties, Deferred | $ 8,000 | ||||||||||||||||||||||
Orlando Sentinel Property | |||||||||||||||||||||||
Proceeds from sales of real estate and other assets | $ 34,000 | ||||||||||||||||||||||
(Gain) loss on sale of real estate | $ (2,000) | ||||||||||||||||||||||
Assets Held for Sale, Number of Properties Sold | property | 2 | ||||||||||||||||||||||
Arlington Heights Property | |||||||||||||||||||||||
Proceeds from sales of real estate and other assets | $ 400 | ||||||||||||||||||||||
Tribune Tower | |||||||||||||||||||||||
Proceeds from sales of real estate and other assets | $ 199,000 | ||||||||||||||||||||||
(Gain) loss on sale of real estate | $ (93,000) | ||||||||||||||||||||||
Sale of Real Estate, Contingency Period | 5 years | ||||||||||||||||||||||
Tribune Tower | Contingent Payment | |||||||||||||||||||||||
Proceeds from sales of real estate and other assets | $ 35,000 | ||||||||||||||||||||||
LA Times Property | |||||||||||||||||||||||
Proceeds from sales of real estate and other assets | 102,000 | ||||||||||||||||||||||
(Gain) loss on sale of real estate | $ (59,000) | ||||||||||||||||||||||
Sale of Real Estate, Contingency Period | 5 years | ||||||||||||||||||||||
LA Times Property | Contingent Payment | |||||||||||||||||||||||
Proceeds from sales of real estate and other assets | $ 10,000 | ||||||||||||||||||||||
Olympic Property | |||||||||||||||||||||||
Proceeds from sales of real estate and other assets | $ 118,000 | ||||||||||||||||||||||
(Gain) loss on sale of real estate | $ (59,000) | ||||||||||||||||||||||
[1] | (4)See Note 2 for information regarding discontinued operations and Note 6 for information regarding assets held for sale. |
Goodwill, Other Intangible As75
Goodwill, Other Intangible Assets and Intangible Liabilities - Goodwill, other Intangible Assets and Intangible Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 1,588,750 | $ 1,587,548 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (730,185) | (562,414) | |
Finite-Lived Intangible Assets, Net | 858,565 | 1,025,134 | $ 1,192,602 |
Other intangible assets not subject to amortization | 755,100 | 794,000 | 797,400 |
Total other intangible assets, net | 1,613,665 | 1,819,134 | |
Goodwill | 3,228,988 | 3,227,930 | $ 3,228,224 |
Total goodwill and other intangible assets | 4,842,653 | 5,047,064 | |
FCC licenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets not subject to amortization | 740,300 | 779,200 | |
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 | (66,250) | (53,000) | |
Finite-Lived Intangible Assets, Net | $ 145,750 | 159,000 | |
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 | (105,000) | (84,000) | |
Finite-Lived Intangible Assets, Net | $ 63,000 | 84,000 | |
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 | (175,337) | (133,725) | |
Finite-Lived Intangible Assets, Net | $ 186,663 | 228,275 | |
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 | (377,033) | (286,994) | |
Finite-Lived Intangible Assets, Net | $ 453,067 | 543,106 | |
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 | ||
Other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 16,650 | 15,448 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (6,565) | (4,695) | |
Finite-Lived Intangible Assets, Net | $ 10,085 | $ 10,753 | |
Other | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 5 years | ||
Other | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (years) | 15 years |
Goodwill, Other Intangible As76
Goodwill, Other Intangible Assets and Intangible Liabilities - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Finite-lived Intangible Assets [Roll Forward] | ||||
Finite-Lived Intangible Assets, Net | $ 1,025,134 | $ 1,192,602 | ||
Amortization of Intangible Assets | [1],[2] | (167,560) | (167,717) | |
Finite-Lived Intangible Assets, Balance Sheet Reclassifications | [3] | 86 | 9 | |
Finite-Lived Intangible Assets, Translation Adjustments | 905 | 240 | ||
Finite-Lived Intangible Assets, Net | 858,565 | 1,025,134 | $ 1,192,602 | |
Indefinite-lived Intangible Assets [Roll Forward] | ||||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 794,000 | 797,400 | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 755,100 | 794,000 | 797,400 | |
Goodwill [Roll Forward] | ||||
Goodwill, Gross | 3,609,224 | |||
Goodwill, Impairment Loss | (381,000) | |||
Goodwill | 3,227,930 | 3,228,224 | ||
Goodwill, Translation Adjustments | 1,058 | (294) | ||
Goodwill | 3,228,988 | 3,227,930 | 3,228,224 | |
Total goodwill and other intangible assets | 4,842,653 | 5,047,064 | ||
Lease Contract Intangible Assets | ||||
Finite-lived Intangible Assets [Roll Forward] | ||||
Amortization of Intangible Assets | (1,000) | (1,000) | ||
Licensing Agreements | ||||
Indefinite-lived Intangible Assets [Roll Forward] | ||||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 779,200 | |||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 0 | (3,400) | $ (4,000) | |
Other intangible assets not subject to amortization, Balance Sheet Reclassifications | (38,900) | |||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 740,300 | $ 779,200 | ||
[1] | Amortization of intangible assets includes $1 million related to lease contract intangible assets and is recorded in cost of sales or SG&A expense, if applicable, in the Consolidated Statements of Operations. | |||
[2] | Beginning in the fourth quarter of 2016, the Television and Entertainment reportable segment includes the operations of Covers, including the goodwill and other intangible assets subject to amortization allocated in accordance with ASC Topic 350 guidance, which was previously included in the Digital and Data reportable segment. | |||
[3] | Represents net reclassifications which are reflected as a decrease to broadcast rights assets in the Consolidated Balance Sheets at December 31, 2017 and December 31, 2016. |
Goodwill, Other Intangible As77
Goodwill, Other Intangible Assets and Intangible Liabilities - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 27, 2013USD ($) | Dec. 31, 2012USD ($) | ||
Finite-Lived Intangible Assets [Line Items] | |||||||
Contract intangible liability, net | $ 227,000,000 | ||||||
Amortizable Intangible Assets, weighted average remaining useful life | 7 years | ||||||
Amortization expense of amortizable intangible assets, excluding lease contract intangible assets, Next Twelve Months | $ 167,000,000 | ||||||
Amortization expense of amortizable intangible assets, excluding lease contract intangible assets, 2019 | 140,000,000 | ||||||
Amortization expense of amortizable intangible assets, excluding lease contract intangible assets, 2020 | 134,000,000 | ||||||
Amortization expense of amortizable intangible assets, excluding lease contract intangible assets, 2021 | 103,000,000 | ||||||
Amortization expense of amortizable intangible assets, excluding lease contract intangible assets, 2022 | 84,000,000 | ||||||
Impairment charge, goodwill | 0 | $ 0 | |||||
Goodwill | 3,228,988,000 | 3,227,930,000 | $ 3,228,224,000 | ||||
Proceeds from FCC spectrum auction (Note 6) | 172,102,000 | 0 | $ 0 | ||||
Amortization of Intangible Assets | [1],[2] | 167,560,000 | $ 167,717,000 | ||||
FCC licenses | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
FCC License Impairments, number of licenses impaired | 2 | 1 | |||||
Impairment charge. FCC licenses | $ 0 | $ 3,400,000 | $ 4,000,000 | ||||
Fair value inputs, average revenue share period (years) | 4 years | ||||||
Level 3 | Goodwill | |||||||
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% | ||||||
Level 3 | FCC licenses | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Discount rate, percent | 9.50% | ||||||
Terminal growth range, percent | 2.00% | ||||||
Television and Entertainment | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Impairment charge, goodwill | $ (381,000,000) | ||||||
Local TV | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Broadcast rights intangible liabilities | $ 9,000,000 | ||||||
Broadcast rights intangible liabilities | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Contract intangible liability, net | $ 226,000,000 | ||||||
Lease Contract Intangible Assets | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Amortization of Intangible Assets | $ 1,000,000 | $ 1,000,000 | |||||
Subsequent Event | FCC licenses | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Gain (Loss) on Disposition of Intangible Assets | $ 133,000,000 | ||||||
Cable Reporting Unit [Member] | Television and Entertainment | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Impairment charge, goodwill | (381,000,000) | ||||||
Goodwill | $ 723,000,000 | ||||||
[1] | Amortization of intangible assets includes $1 million related to lease contract intangible assets and is recorded in cost of sales or SG&A expense, if applicable, in the Consolidated Statements of Operations. | ||||||
[2] | Beginning in the fourth quarter of 2016, the Television and Entertainment reportable segment includes the operations of Covers, including the goodwill and other intangible assets subject to amortization allocated in accordance with ASC Topic 350 guidance, which was previously included in the Digital and Data reportable segment. |
Goodwill, Other Intangible As78
Goodwill, Other Intangible Assets and Intangible Liabilities - Intangible Liabilities (Details) - Television and Entertainment - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | |
Finite-Lived Intangible Liabilities [Roll Forward] | ||
Amortization | $ (11,640) | |
Balance sheet reclassifications | (2,120) | |
Contract intangible liability, net | $ 0 | |
Broadcast rights intangible liabilities | ||
Finite-Lived Intangible Liabilities [Roll Forward] | ||
Contract intangible liability, net | $ 0 |
Investments - Narrative (Detail
Investments - Narrative (Details) | Jan. 31, 2017USD ($) | Jul. 29, 2011USD ($) | Oct. 27, 2009USD ($) | Jul. 29, 2008USD ($)lease | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 01, 2018USD ($) | Jul. 31, 2017 | Sep. 02, 2015USD ($) | Dec. 28, 2014USD ($) | Aug. 04, 2014shares | Dec. 31, 2012USD ($) | Oct. 14, 2009USD ($) | Aug. 21, 2009 |
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||||||||
Aggregate fair value of investments as of Effective Date | $ 2,224,000,000 | |||||||||||||||||||||||
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity | $ 686,000,000 | $ 686,000,000 | ||||||||||||||||||||||
Weighted average remaining useful life, years | 16 years | |||||||||||||||||||||||
Distributions from equity investments, return on investment | $ 3,768,000 | $ 0 | $ 10,328,000 | |||||||||||||||||||||
Equity method investments | 1,254,198,000 | $ 1,642,117,000 | 1,254,198,000 | 1,642,117,000 | ||||||||||||||||||||
Income on equity investments, net | 38,506,000 | $ 21,058,000 | $ 40,761,000 | $ 37,037,000 | 33,861,000 | $ 31,737,000 | $ 44,306,000 | $ 38,252,000 | 137,362,000 | 148,156,000 | 146,959,000 | |||||||||||||
Distributions from equity investments | 198,124,000 | 170,527,000 | 169,879,000 | |||||||||||||||||||||
Sale of partial interest of equity method investment | 142,552,000 | 0 | 0 | |||||||||||||||||||||
Amortization of basis difference | 53,502,000 | 54,602,000 | 54,248,000 | |||||||||||||||||||||
Write-downs of investments | (191,000,000) | 0 | 0 | |||||||||||||||||||||
Cost-method Investments, Other than Temporary Impairment | (3,000,000) | |||||||||||||||||||||||
Cost method investments | 27,593,000 | 26,748,000 | 27,593,000 | 26,748,000 | ||||||||||||||||||||
Deferred Tax Liabilities, Investments | $ 209,751,000 | 399,103,000 | 209,751,000 | 399,103,000 | ||||||||||||||||||||
CareerBuilder, LLC | ||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||||||||
Distributions from equity investments, return on investment | $ 4,000,000 | 10,000,000 | ||||||||||||||||||||||
Ownership in equity method investment, percent | 6.00% | 32.00% | 6.00% | 7.00% | ||||||||||||||||||||
Equity method investments | $ 10,000,000 | 341,000,000 | $ 10,000,000 | 341,000,000 | ||||||||||||||||||||
Income on equity investments, net | (2,000,000) | 27,000,000 | 21,000,000 | |||||||||||||||||||||
Distributions from equity investments | 16,000,000 | 16,000,000 | 13,000,000 | 16,000,000 | ||||||||||||||||||||
Sale of partial interest of equity method investment | $ 158,000,000 | |||||||||||||||||||||||
Pretax gain recognized on sale of equity method investment | 3,847,000 | |||||||||||||||||||||||
Write-downs of investments | $ (181,000,000) | |||||||||||||||||||||||
Dose Media, LLC | ||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||||||||
Ownership in equity method investment, percent | 25.00% | 25.00% | ||||||||||||||||||||||
Equity method investments | $ 0 | 12,000,000 | $ 0 | 12,000,000 | ||||||||||||||||||||
Income on equity investments, net | (2,000,000) | (3,000,000) | ||||||||||||||||||||||
Write-downs of investments | $ (10,000,000) | |||||||||||||||||||||||
Television Food Network, G.P. | ||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||||||||
Ownership in equity method investment, percent | 31.00% | 31.00% | ||||||||||||||||||||||
Equity method investments | $ 1,234,000,000 | 1,279,000,000 | $ 1,234,000,000 | 1,279,000,000 | ||||||||||||||||||||
Income on equity investments, net | 141,000,000 | 122,000,000 | 126,000,000 | |||||||||||||||||||||
Distributions from equity investments | $ 186,000,000 | 158,000,000 | 164,000,000 | |||||||||||||||||||||
TKG Internet Holdings II LLC | ||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||||||||
Ownership in equity method investment, percent | 43.00% | 43.00% | ||||||||||||||||||||||
tronc | ||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||||||||
Common stock retained by the Company in the Publishing Spin-off, shares | shares | 381,354 | |||||||||||||||||||||||
Investment Ownership Percentage | 1.50% | |||||||||||||||||||||||
Fair value of available-for-sale securities | 5,000,000 | 5,000,000 | ||||||||||||||||||||||
Cost basis of available-for-sale securities | 0 | $ 0 | ||||||||||||||||||||||
Proceeds from Sale and Maturity of Marketable Securities | $ 5,000,000 | |||||||||||||||||||||||
Realized Gain (Loss) on Marketable Securities, Cost Method Investments, and Other Investments | $ 5,000,000 | $ 4,950,000 | ||||||||||||||||||||||
Comcast SportsNet Chicago, LLC | ||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||||||||
Investment Ownership Percentage | 25.34% | |||||||||||||||||||||||
New Cubs LLC | ||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||||||||
Investment Ownership Percentage | 5.00% | |||||||||||||||||||||||
Distribution from cost investment | $ 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 | 5,000,000 | 2,500,000 | ||||||||||||||||||||||
Cost method investments | $ 22,000,000 | 18,000,000 | $ 22,000,000 | $ 18,000,000 | ||||||||||||||||||||
Deferred Tax Liabilities, Investments | $ 96,000,000 | $ 158,000,000 | $ 96,000,000 | $ 158,000,000 | ||||||||||||||||||||
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] | ||||||||||||||||||||||||
Investment Ownership Percentage | 3.00% | 3.00% | ||||||||||||||||||||||
Distribution from cost investment | $ 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 | $ 3,250,000 | ||||||||||||||||||||||
Deferred Tax Liabilities, Investments | $ 101,000,000 | |||||||||||||||||||||||
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 | |||||||||||||||||||||||
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 | ||||||||||||||||||||||
Reduction in Maximum Identification Amount after third anniversary | $ 120,000,000 | |||||||||||||||||||||||
Maximum Indemnification Amount reduction, per year | $ 35,000,000 | |||||||||||||||||||||||
Secured Debt | 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 | |||||||||||||||||||||||
Scenario, Forecast | Indemnification Agreement | Newsday LLC | ||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||||||||||||
Maximum Identification Amount | $ 0 |
Investments Total Investments (
Investments Total Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Investments [Abstract] | ||
Equity method investments | $ 1,254,198 | $ 1,642,117 |
Cost method investments | 27,593 | 26,748 |
Marketable equity securities | 0 | 6,018 |
Investments | $ 1,281,791 | $ 1,674,883 |
Investments Ownership Percentag
Investments Ownership Percentages (Details) | Dec. 31, 2017 | Jul. 31, 2017 | Jun. 30, 2017 |
CareerBuilder, LLC and Classified Ventures, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership in equity method investment, percent | 6.00% | 7.00% | 32.00% |
Dose Media, LLC | |||
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 | 31.00% | ||
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||||||||||
Income from equity investments, net, before amortization of basis difference | $ 190,864 | $ 202,758 | $ 201,207 | ||||||||
Amortization of basis difference | (53,502) | (54,602) | (54,248) | ||||||||
Income on equity investments, net | $ 38,506 | $ 21,058 | $ 40,761 | $ 37,037 | $ 33,861 | $ 31,737 | $ 44,306 | $ 38,252 | $ 137,362 | $ 148,156 | $ 146,959 |
Investments Cash Distributions
Investments Cash Distributions from Equity Method Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Schedule of Equity Method Investments [Line Items] | |||||
Cash distributions from equity investments | $ 201,892 | [1] | $ 170,527 | $ 180,207 | [1] |
Distributions from equity investments, return on investment | 3,768 | $ 0 | 10,328 | ||
CareerBuilder, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Distributions from equity investments, return on investment | $ 4,000 | $ 10,000 | |||
[1] | (1) Certain distributions received from CareerBuilder in 2017 and 2015 exceeded the Company’s share of CareerBuilder’s cumulative earnings. As a result, the Company determined that these distributions were a return of investment and, therefore, presented such distributions totaling $4 million in 2017 and $10 million in 2015 as an investing activity in the Company’s Consolidated Statements of Cash Flows for 2017 and 2015. |
Investments TV Food Network (De
Investments TV Food Network (Details) - Television Food Network, G.P. - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||
Revenues, net | $ 1,208,357 | $ 1,160,716 | $ 1,099,307 |
Operating income | 593,409 | 535,131 | 548,919 |
Net income | 608,327 | 552,146 | $ 561,657 |
Current assets | 840,763 | 810,811 | |
Non-current assets | 150,277 | 168,547 | |
Current liabilities | 92,193 | 94,284 | |
Non-current liabilities | $ 0 | $ 138 |
Investments Career Builder, Dos
Investments Career Builder, Dose Media and CV Summarized Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
CareerBuilder, LLC and Dose Media, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Revenues, net | $ 645,790 | $ 719,994 | [1] | $ 698,041 |
Operating income | (7,324) | 93,619 | [1] | 84,199 |
Net income | (16,845) | 89,249 | [1] | $ 80,280 |
Current assets | 181,812 | 222,563 | ||
Non-current assets | 486,750 | 565,200 | ||
Current liabilities | 192,388 | 205,643 | ||
Non-current liabilities | 320,727 | 23,603 | ||
Redeemable non-controlling interest | $ 36,661 | $ 46,265 | ||
Dose Media, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership in equity method investment, percent | 25.00% | |||
[1] | (1)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 in 2015, they are not included in the above table for 2015. |
Debt (Details)
Debt (Details) | Feb. 01, 2017USD ($) | Jan. 27, 2017USD ($) | Jun. 24, 2015USD ($) | Dec. 27, 2013USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | [1] | Mar. 31, 2017USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 29, 2013USD ($) | Jun. 22, 2017 | Jun. 23, 2015USD ($) | Sep. 29, 2013USD ($) | ||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Long-term Debt | $ 2,919,185,000 | $ 2,919,185,000 | $ 3,411,551,000 | |||||||||||||||||||
Repayments of long-term debt | 703,527,000 | 27,842,000 | $ 1,114,262,000 | |||||||||||||||||||
Payments of Debt Issuance Costs | 1,689,000 | 736,000 | 20,202,000 | |||||||||||||||||||
Write-off of unamortized debt issuance costs and discounts | 37,000,000 | |||||||||||||||||||||
Loss on extinguishments and modification of debt | 0 | [1] | $ 1,435,000 | [1] | $ 0 | $ 19,052,000 | [1] | 20,487,000 | [1] | 0 | 37,040,000 | |||||||||||
Federal Communications Commission Regulation, Proceeds Received From Auction | 191,000,000 | |||||||||||||||||||||
Dreamcatcher Stations | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Repayments of long-term debt | 12,600,000 | |||||||||||||||||||||
Federal Communications Commission Regulation, Proceeds Received From Auction | 26,000,000 | |||||||||||||||||||||
Designated as Hedging Instrument | Interest Rate Swap | Cash Flow Hedging | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Derivative, Notional Amount | $ 500,000,000 | |||||||||||||||||||||
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 | |||||||||||||||||||||
Long-term Line of Credit | 0 | |||||||||||||||||||||
Standby letters of credit outstanding | 21,000,000 | 21,000,000 | 23,000,000 | |||||||||||||||||||
Amended Secured Credit Facility | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Loss on extinguishments and modification of debt | 1,000,000 | 19,000,000 | ||||||||||||||||||||
Senior Notes 5.875% due 2022 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt Instrument, Period of Outstanding Principal Amount Prior to Maturity | 91 days | |||||||||||||||||||||
Senior Notes 5.875% due 2022 | Senior Notes | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Issuance of term loan | $ 1,100,000,000 | |||||||||||||||||||||
Long-term Debt | 1,087,351,000 | 1,087,351,000 | 1,084,563,000 | |||||||||||||||||||
Debt instrument unamortized discount | 12,649,000 | 12,649,000 | 15,437,000 | |||||||||||||||||||
Payments of Debt Issuance Costs | $ 19,000,000 | $ 1,000,000 | ||||||||||||||||||||
Debt Instrument, Long-term Debt Amount to Extend Maturity | $ 600,000,000 | |||||||||||||||||||||
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% | |||||||||||||||||||||
Debt Instrument, Consent Vote Percentage | 93.23% | |||||||||||||||||||||
Term Loan Facility | Senior Secured Credit Agreement | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Issuance of term loan | $ 3,773,000,000 | |||||||||||||||||||||
Long-term Debt | $ 3,479,000,000 | |||||||||||||||||||||
Debt instrument, unamortized discount, percent | 25.00% | |||||||||||||||||||||
Debt instrument unamortized discount | $ 8,000,000 | $ 9,000,000 | ||||||||||||||||||||
Payments of Debt Issuance Costs | $ 78,000,000 | |||||||||||||||||||||
Unamortized transaction costs | 64,000,000 | $ 6,000,000 | ||||||||||||||||||||
Write-off of unamortized debt issuance costs and discounts | 30,000,000 | |||||||||||||||||||||
Debt Instrument, Unamortized Discount Write-off on Extinguishment | 4,000,000 | |||||||||||||||||||||
Payments of Debt Extinguishment Costs | $ 4,000,000 | |||||||||||||||||||||
Debt instrument, unamortized discount and debt issuance costs | 24,000,000 | 24,000,000 | 31,000,000 | |||||||||||||||||||
Payments of Debt Restructuring Costs | 12,000,000 | 12,229,000 | ||||||||||||||||||||
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 | 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 | Senior Secured Credit Agreement | Base Rate | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Spread on variable rate, percent | 2.00% | |||||||||||||||||||||
Term Loan Facility | Amended Secured Credit Facility | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Repayments of long-term debt | 102,000,000 | |||||||||||||||||||||
Debt instrument unamortized discount | 6,000,000 | |||||||||||||||||||||
Unamortized transaction costs | 25,000,000 | |||||||||||||||||||||
Revolving Credit Facility | Senior Secured Credit Agreement | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Maximum borrowing capacity under credit facility | 420,000,000 | $ 300,000,000 | 300,000,000 | |||||||||||||||||||
Overdue amounts additional interest, percent | 2.00% | |||||||||||||||||||||
Unamortized transaction costs | $ 2,000,000 | |||||||||||||||||||||
Debt covenant, maximum leverage ratio for period two | 5.25 | 5.25 | ||||||||||||||||||||
Debt instrument covenant testing, excess over revolving commitments, percent | 25.00% | |||||||||||||||||||||
Long-term Line of Credit | 0 | 0 | ||||||||||||||||||||
Revolving Credit Facility | Senior Secured Credit Agreement | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt Instrument, Base Rate Floor | 0.00% | |||||||||||||||||||||
Spread on variable rate, percent | 3.00% | |||||||||||||||||||||
Revolving Credit Facility | Senior Secured Credit Agreement | Federal Funds Effective Swap Rate | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Spread on variable rate, percent | 0.50% | |||||||||||||||||||||
Revolving Credit Facility | Senior Secured Credit Agreement | Adjusted LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Spread on variable rate, percent | 1.00% | |||||||||||||||||||||
Revolving Credit Facility | Senior Secured Credit Agreement | Base Rate | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Spread on variable rate, percent | 2.00% | |||||||||||||||||||||
Revolving Credit Facility | Senior Secured Credit Agreement | Commitment fee one, percent | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Commitment fee, percent | 0.25% | |||||||||||||||||||||
Revolving Credit Facility | Senior Secured Credit Agreement | Commitment fee two, percent | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Commitment fee, percent | 0.375% | |||||||||||||||||||||
Revolving Credit Facility | Senior Secured Credit Agreement | Commitment fee three, percent | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Commitment fee, percent | 0.50% | |||||||||||||||||||||
Revolving Credit Facility | Senior Secured Credit Agreement | Minimum | Adjusted LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Spread on variable rate, percent | 2.75% | |||||||||||||||||||||
Revolving Credit Facility | Senior Secured Credit Agreement | Minimum | Alternative Base Rate | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Spread on variable rate, percent | 1.75% | |||||||||||||||||||||
Revolving Credit Facility | Senior Secured Credit Agreement | Maximum | Adjusted LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Spread on variable rate, percent | 3.00% | |||||||||||||||||||||
Revolving Credit Facility | Senior Secured Credit Agreement | Maximum | Alternative Base Rate | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Spread on variable rate, percent | 2.00% | |||||||||||||||||||||
Term B Loans Facility | Senior Secured Credit Agreement | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Issuance of term loan | $ 600,000,000 | |||||||||||||||||||||
Long-term Debt | 187,725,000 | 187,725,000 | 2,312,218,000 | |||||||||||||||||||
Repayments of long-term debt | 10,000,000 | |||||||||||||||||||||
Debt instrument unamortized discount | $ 1,900,000 | $ 1,900,000 | $ 31,230,000 | |||||||||||||||||||
Debt instrument interest rate, percent | 3.84% | 3.84% | 3.82% | |||||||||||||||||||
Term B Loans Facility | Amended Secured Credit Facility | ||||||||||||||||||||||
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 | |||||||||||||||||||||
Repayments of long-term debt | $ 400,000,000 | |||||||||||||||||||||
Debt instrument unamortized discount | 4,000,000 | |||||||||||||||||||||
Payments of Debt Issuance Costs | 6,000,000 | |||||||||||||||||||||
Unamortized transaction costs | 1,000,000 | |||||||||||||||||||||
Debt transaction costs | $ 2,000,000 | |||||||||||||||||||||
Write-off of unamortized debt issuance costs and discounts | 6,000,000 | $ 6,529,000 | ||||||||||||||||||||
Debt Instrument, Unamortized Discount Write-off on Extinguishment | 1,000,000 | 1,678,000 | ||||||||||||||||||||
Term B Loans Facility | Amended Secured Credit Facility | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt Instrument, Base Rate Floor | 0.75% | |||||||||||||||||||||
Spread on variable rate, percent | 3.00% | |||||||||||||||||||||
Term B Loans Facility | Amended Secured Credit Facility | Federal Funds Effective Swap Rate | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Spread on variable rate, percent | 0.50% | |||||||||||||||||||||
Term B Loans Facility | Amended Secured Credit Facility | Adjusted LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Spread on variable rate, percent | 1.00% | |||||||||||||||||||||
Term B Loans Facility | Amended Secured Credit Facility | Base Rate | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Spread on variable rate, percent | 2.00% | |||||||||||||||||||||
Letter of Credit | Senior Secured Credit Agreement | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Fronting fee, percent | 0.125% | |||||||||||||||||||||
Term C Loan Facility | Senior Secured Credit Agreement | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Long-term Debt | $ 1,761,000,000 | $ 1,644,109,000 | $ 1,644,109,000 | $ 0 | ||||||||||||||||||
Debt Instrument, Premium Payable on Voluntary Prepayments, Percent | 1.00% | |||||||||||||||||||||
Repayments of long-term debt | $ 91,000,000 | |||||||||||||||||||||
Debt instrument unamortized discount | $ 4,000,000 | |||||||||||||||||||||
Payments of Debt Issuance Costs | $ 13,000,000 | |||||||||||||||||||||
Debt instrument interest rate, percent | 3.85% | 3.85% | ||||||||||||||||||||
Debt Instrument, Percent to Trigger Required Testing | 35.00% | |||||||||||||||||||||
Payment of debt issuance costs, deferred | $ 1,000,000 | |||||||||||||||||||||
Debt instrument, unamortized discount and debt issuance costs | $ 21,783,000 | $ 21,783,000 | ||||||||||||||||||||
Term C Loan Facility | Senior Secured Credit Agreement | LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt Instrument, Base Rate Floor | 0.75% | |||||||||||||||||||||
Spread on variable rate, percent | 3.00% | |||||||||||||||||||||
Term C Loan Facility | Senior Secured Credit Agreement | Federal Funds Effective Swap Rate | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Spread on variable rate, percent | 0.50% | |||||||||||||||||||||
Term C Loan Facility | Senior Secured Credit Agreement | Adjusted LIBOR | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Spread on variable rate, percent | 1.00% | |||||||||||||||||||||
Term C Loan Facility | Senior Secured Credit Agreement | Base Rate | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Spread on variable rate, percent | 2.00% | |||||||||||||||||||||
Dreamcatcher Credit Facility | Dreamcatcher Credit Facility Due 2018 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Long-term Debt | 0 | 0 | 14,770,000 | |||||||||||||||||||
Debt instrument unamortized discount | $ 0 | $ 0 | $ 80,000 | |||||||||||||||||||
Debt instrument interest rate, percent | 0.00% | 0.00% | 4.08% | |||||||||||||||||||
[1] | See Note 5 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2017 and 2016. |
Debt Long Term Debt (Details)
Debt Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jan. 27, 2017 | Dec. 31, 2016 | Jun. 24, 2015 | Jun. 23, 2015 | Dec. 27, 2013 |
Debt Instrument [Line Items] | ||||||
Total Debt | $ 2,919,185 | $ 3,411,551 | ||||
Long-term Debt, Current Maturities | 0 | 19,924 | ||||
Long-term debt (net of unamortized discounts and debt issuance costs of $36,332 and $38,830) | 2,919,185 | 3,391,627 | ||||
Senior Notes | Senior Notes 5.875% due 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Total Debt | 1,087,351 | 1,084,563 | ||||
Debt instrument interest rate, percent | 5.875% | |||||
Debt instrument unamortized discount | 12,649 | 15,437 | ||||
Term B Loans Facility | Senior Secured Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Total Debt | $ 187,725 | $ 2,312,218 | ||||
Debt instrument interest rate, percent | 3.84% | 3.82% | ||||
Debt instrument unamortized discount | $ 1,900 | $ 31,230 | ||||
Term C Loan Facility | Senior Secured Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Total Debt | $ 1,644,109 | $ 1,761,000 | 0 | |||
Debt instrument interest rate, percent | 3.85% | |||||
Debt instrument unamortized discount | $ 4,000 | |||||
Debt instrument, unamortized discount and debt issuance costs | $ 21,783 | |||||
Dreamcatcher Credit Facility | Dreamcatcher Credit Facility Due 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Total Debt | $ 0 | $ 14,770 | ||||
Debt instrument interest rate, percent | 0.00% | 4.08% | ||||
Debt instrument unamortized discount | $ 0 | $ 80 | ||||
Term Loan Facility | Senior Secured Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Total Debt | $ 3,479,000 | |||||
Debt instrument unamortized discount | $ 8,000 | $ 9,000 | ||||
Debt instrument, unamortized discount and debt issuance costs | $ 24,000 | $ 31,000 |
Debt Maturities of Long-term De
Debt Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
2,018 | $ 0 | |
2,018 | 0 | |
2,019 | 189,625 | |
2,020 | 0 | |
2,021 | 1,105,727 | |
Thereafter | 1,660,165 | |
Long-term Debt, Gross | 2,955,517 | |
Debt Instrument, Unamortized Discount | (36,332) | |
Total Debt | $ 2,919,185 | $ 3,411,551 |
Fair Value Measurements Narrati
Fair Value Measurements Narrative (Details) - USD ($) | Jan. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 27, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Cost-method Investments, Other than Temporary Impairment | $ 3,000,000 | |||||
Gain (Loss) on Investments, Excluding Other than Temporary Impairments | 8,131,000 | $ 0 | $ 12,173,000 | |||
tronc | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Proceeds from Sale and Maturity of Marketable Securities | $ 5,000,000 | |||||
Gain (Loss) on Investments, Excluding Other than Temporary Impairments | $ 5,000,000 | |||||
Fair value of available-for-sale securities | 5,000,000 | |||||
Cost basis of available-for-sale securities | $ 0 | |||||
Interest Rate Swap | Designated as Hedging Instrument | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Interest Rate Cash Flow Hedge Liability at Fair Value | 1,000,000 | |||||
Interest Rate Swap | Designated as Hedging Instrument | Cash Flow Hedging | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Derivative, Notional Amount | $ 500,000,000 | |||||
Loss on Derivative Instruments, Pretax | 5,000,000 | |||||
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred | $ 2,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jan. 27, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt | $ 2,919,185 | $ 3,411,551 | |
Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cost method investments | 27,593 | 26,748 | |
Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cost method investments | 27,593 | 26,748 | |
Senior Secured Credit Agreement | Term B Loans Facility | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt | 187,725 | 2,312,218 | |
Senior Secured Credit Agreement | Term C Loan Facility | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt | 1,644,109 | $ 1,761,000 | 0 |
Senior Secured Credit Agreement | Fair Value | Term B Loans Facility | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt | 189,704 | 2,359,571 | |
Senior Secured Credit Agreement | Fair Value | Term C Loan Facility | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt | 1,666,942 | 0 | |
Senior Notes 5.875% due 2022 | Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt | 1,087,351 | 1,084,563 | |
Senior Notes 5.875% due 2022 | Fair Value | Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt | 1,132,417 | 1,120,482 | |
Dreamcatcher Credit Facility Due 2018 | Dreamcatcher Credit Facility | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt | 0 | 14,770 | |
Dreamcatcher Credit Facility Due 2018 | Fair Value | Dreamcatcher Credit Facility | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt | $ 0 | $ 14,952 |
Contracts Payable for Broadca91
Contracts Payable for Broadcast Rights Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Contracts Payable For Broadcast Rights [Abstract] | ||
Program Rights Obligations | $ 553,664 | $ 556,000 |
Contracts Payable for Broadca92
Contracts Payable for Broadcast Rights (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Contracts Payable For Broadcast Rights [Abstract] | ||
2,018 | $ 253,244 | |
2,019 | 130,469 | |
2,020 | 114,141 | |
2,021 | 51,596 | |
2,022 | 4,214 | |
Total | $ 553,664 | $ 556,000 |
Commitments and Contingencies93
Commitments and Contingencies (Details) $ in Thousands | Aug. 16, 2017 | Feb. 29, 2012USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)case | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 01, 2018radio_stationstation | Apr. 13, 2017station | Aug. 04, 2014shares |
Loss Contingencies [Line Items] | ||||||||||
Contractual commitments, broadcast rights | $ 860,000 | $ 1,200,000 | ||||||||
Net lease expense from continuing operations | 31,000 | 24,000 | $ 23,000 | |||||||
Commitments related to purchase of technology services, news and market data services, and talent contracts | $ 331,000 | |||||||||
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, maximum reimbursement amount for required product modifications | $ 1,750,000 | |||||||||
Federal Communications Commission Regulation, Proceeds Received From Auction | $ 191,000 | |||||||||
Repayments of long-term debt | 703,527 | 27,842 | 1,114,262 | |||||||
Proceeds from FCC spectrum auction | 172,102 | $ 0 | $ 0 | |||||||
Proceeds from Spectrum, Sharing Arrangement, Pretax | 84,000 | |||||||||
Payments for Spectrum, Sharing Arrangements, Pretax | $ 66,000 | |||||||||
Deferred Revenue and Other LT Liability, Useful Lives, Spectrum | 30 years | |||||||||
Prepaid and Other LT Asset, Useful Lives, Spectrum | 30 years | |||||||||
Number of Stations Subject to Spectrum Frequency Transition | station | 22 | |||||||||
Loss Contingency, New Claims Filed, Number | case | 4 | |||||||||
Third Party Involved in Claim, Participated in the Sale | 4 | |||||||||
Third Party Involved in Claim, Confidentiality Agreement | 23 | |||||||||
Term Loan Facility | Amended Secured Credit Facility | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Repayments of long-term debt | $ 102,000 | |||||||||
tronc | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Investment Owned, Balance, Shares | shares | 381,354 | |||||||||
Investment Ownership Percentage | 1.50% | |||||||||
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 | |||||||||
Subsequent Event | FCC licenses | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Gain (Loss) on Disposition of Intangible Assets | $ 133,000 | |||||||||
Dreamcatcher Stations | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Federal Communications Commission Regulation, Proceeds Received From Auction | $ 26,000 | |||||||||
Repayments of long-term debt | $ 12,600 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 28,717 |
2,019 | 26,552 |
2,020 | 25,828 |
2,021 | 20,271 |
2,022 | 18,891 |
Thereafter | 90,241 |
Total | $ 210,500 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 02, 2015 | Dec. 28, 2014 | Oct. 27, 2009 | Jul. 29, 2008 | |
Federal Income Tax Note | ||||||||||||||||
Income tax (benefit) expense | $ (219,767,000) | $ (20,087,000) | $ (9,905,000) | $ (51,614,000) | $ 43,280,000 | $ 73,871,000 | $ 214,856,000 | $ 15,195,000 | $ (301,373,000) | $ 347,202,000 | $ 25,918,000 | |||||
Impact of federal and state rate changes | 262,851,000 | 0 | 0 | |||||||||||||
Income tax settlements and other adjustments, net | 634,000 | 179,558,000 | (7,842,000) | |||||||||||||
Effective Income Tax Rate Reconciliation, Tax Settlement, Other, Amount | 11,000,000 | |||||||||||||||
Impairment charge, goodwill | 0 | 0 | ||||||||||||||
Undistributed foreign earnings | 100,000 | 100,000 | $ 100,000 | 100,000 | 100,000 | 200,000 | ||||||||||
Operating loss carryforwards | 50,000,000 | 56,000,000 | 56,000,000 | 50,000,000 | 56,000,000 | |||||||||||
Deferred Tax Liabilities, Investments | 209,751,000 | 399,103,000 | 399,103,000 | 209,751,000 | 399,103,000 | |||||||||||
Unrecognized tax benefits | 23,322,000 | 22,532,000 | 22,532,000 | 23,322,000 | 22,532,000 | 33,632,000 | $ 18,852,000 | |||||||||
Favorable adjustment that would have been recognized | 20,000,000 | 17,000,000 | 17,000,000 | 20,000,000 | 17,000,000 | |||||||||||
Company's accrued interest and penalties related to uncertain tax positions | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||
Decrease in Unrecognized Tax Benefits is Reasonably Possible | 11,000,000 | $ 11,000,000 | ||||||||||||||
Minimum | ||||||||||||||||
Federal Income Tax Note | ||||||||||||||||
Operating Loss Carryforwards, Expiration Date | Jan. 1, 2019 | |||||||||||||||
Maximum | ||||||||||||||||
Federal Income Tax Note | ||||||||||||||||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2029 | |||||||||||||||
Television and Entertainment | ||||||||||||||||
Federal Income Tax Note | ||||||||||||||||
Impairment charge, goodwill | 381,000,000 | |||||||||||||||
Newsday LLC | ||||||||||||||||
Federal Income Tax Note | ||||||||||||||||
Income tax settlements and other adjustments, net | 191,000,000 | |||||||||||||||
Investment owned, percent | 97.00% | |||||||||||||||
Investment ownership, percentage | 3.00% | 3.00% | ||||||||||||||
Income Taxes Paid | $ 136,000,000 | |||||||||||||||
Deferred Tax Liabilities, Investments | $ 101,000,000 | |||||||||||||||
Net Adjustment to Uncertain Tax Position, Current | 102,000,000 | |||||||||||||||
Liability for Uncertainty in Income Taxes, Current | 125,000,000 | |||||||||||||||
Increase (Decrease) in Deferred Income Taxes | (23,000,000) | |||||||||||||||
Adjustment to Deferred Income Tax Liability for Changes in Tax Basis | 3,000,000 | $ 91,000,000 | ||||||||||||||
Income Tax Examination, Interest Expense | 1,000,000 | |||||||||||||||
Payment for income tax, interest and penalties | 122,000,000 | |||||||||||||||
Expected future payment for income tax, interest and penalties | 4,000,000 | $ 4,000,000 | ||||||||||||||
Company's accrued interest and penalties related to uncertain tax positions | 1,000,000 | 80,000,000 | 80,000,000 | 1,000,000 | 80,000,000 | |||||||||||
Newsday LLC | Tax Year 2008 | ||||||||||||||||
Federal Income Tax Note | ||||||||||||||||
Income tax examination, estimate of possible loss before penalties and interest | 190,000,000 | |||||||||||||||
Income tax examination, penalties | 38,000,000 | |||||||||||||||
New Cubs LLC | ||||||||||||||||
Federal Income Tax Note | ||||||||||||||||
Investment owned, percent | 95.00% | |||||||||||||||
Investment ownership, percentage | 5.00% | |||||||||||||||
Income Taxes Paid | 53,000,000 | |||||||||||||||
Deferred Tax Liabilities, Investments | $ 96,000,000 | $ 158,000,000 | $ 158,000,000 | 96,000,000 | $ 158,000,000 | |||||||||||
New Cubs LLC | Tax Year 2009 | ||||||||||||||||
Federal Income Tax Note | ||||||||||||||||
Income Tax Examination, Estimate of Possible Taxes | 182,000,000 | |||||||||||||||
Income Tax Examination, Estimate of Possible Penalties | 73,000,000 | |||||||||||||||
Income Tax Examination, Estimate of Possible Interest | 63,000,000 | |||||||||||||||
Income tax examination, estimate of possible loss | 225,000,000 | |||||||||||||||
Domestic Tax Authority | ||||||||||||||||
Federal Income Tax Note | ||||||||||||||||
Impact of federal and state rate changes | 256,000,000 | |||||||||||||||
State and Local Jurisdiction | ||||||||||||||||
Federal Income Tax Note | ||||||||||||||||
Impact of federal and state rate changes | $ 7,000,000 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation from Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||||||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ||||||||||
(Loss) income from continuing operations before income taxes | $ 113,032 | $ (38,774) | $ (39,728) | $ (152,826) | $ 114,007 | $ 227,710 | $ 62,228 | $ 30,297 | $ (118,296) | $ 434,242 | $ (289,419) |
Federal income taxes at 35% | (41,404) | 151,985 | (101,297) | ||||||||
State and local income taxes, net of federal tax benefit | (4,606) | 17,474 | 3,195 | ||||||||
Domestic production activities deduction | (5,539) | (6,807) | (6,554) | ||||||||
Non-deductible reorganization and transaction costs | 7,598 | 497 | 622 | ||||||||
Non-deductible goodwill | 0 | 0 | 133,350 | ||||||||
Impact of federal and state rate changes | (262,851) | 0 | 0 | ||||||||
Income tax settlements and other adjustments, net | 634 | 179,558 | (7,842) | ||||||||
Other, net | 4,795 | 4,495 | 4,444 | ||||||||
Income tax (benefit) expense from continuing operations | $ (219,767) | $ (20,087) | $ (9,905) | $ (51,614) | $ 43,280 | $ 73,871 | $ 214,856 | $ 15,195 | $ (301,373) | $ 347,202 | $ 25,918 |
Effective tax rate | 254.80% | 80.00% | (9.00%) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) from Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||||||||||
Current U.S. federal | $ 94,873 | $ 273,205 | $ 138,871 | ||||||||
Current State and local | 18,810 | 35,057 | 16,677 | ||||||||
Current Sub-total | 113,683 | 308,262 | 155,548 | ||||||||
Deferred U.S. federal | (381,063) | 32,783 | (110,390) | ||||||||
Deferred State and local | (33,993) | 6,157 | (19,240) | ||||||||
Deferred Sub-total | (415,056) | 38,940 | (129,630) | ||||||||
Income tax (benefit) expense from continuing operations | $ (219,767) | $ (20,087) | $ (9,905) | $ (51,614) | $ 43,280 | $ 73,871 | $ 214,856 | $ 15,195 | $ (301,373) | $ 347,202 | $ 25,918 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Broadcast rights | $ 53,249 | $ 78,531 |
Postretirement benefits other than pensions | 1,970 | 3,467 |
Stock-based compensation and other employee benefits | 13,995 | 20,261 |
Pensions | 93,913 | 175,766 |
Deferred gain on spectrum | 49,103 | 0 |
Other accrued liabilities | 9,630 | 15,518 |
Other future deductible items | 14,479 | 16,638 |
Net operating loss carryforwards | 1,436 | 1,582 |
Accounts receivable | 1,240 | 4,902 |
Deferred Tax Assets, Gross | 239,015 | 316,665 |
Valuation allowance | (633) | 0 |
Total deferred tax assets | 238,382 | 316,665 |
Net intangible assets | 370,284 | 564,405 |
Investments | 209,751 | 399,103 |
Deferred gain on partnership contributions | 96,076 | 157,567 |
Net properties | 70,445 | 112,864 |
Outside basis difference on Gracenote Companies | 0 | 63,403 |
Other | 0 | 3,571 |
Total deferred tax liabilities | 746,556 | 1,300,913 |
Net deferred tax liabilities | $ 508,174 | $ 984,248 |
Income Taxes - Changes in Liabi
Income Taxes - Changes in Liability for Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Liability at Beginning of the Period | $ 22,532 | $ 33,632 | $ 18,852 |
Gross increase as a result of tax positions related to a prior period | 223 | 46,034 | 12,573 |
Gross increase as a result of tax positions related to the current period | 2,414 | 449 | 3,841 |
Gross decreases as a result of tax positions related to a prior period | (277) | (2,591) | |
Decreases related to settlements with taxing authorities | (1,568) | (45,130) | |
Reclassifications to income taxes payable | (1,615) | ||
Decrease related to statute of limitations expirations | (2) | (8,247) | (1,634) |
Liability at End of the Period | $ 23,322 | $ 22,532 | $ 33,632 |
Pension and Other Retirement100
Pension and Other Retirement Plans - Narrative (Details) $ in Thousands | Jan. 01, 2010 | Nov. 03, 2009 | Dec. 31, 2017USD ($)pension_plan | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | 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% | |||||
Company Contributions | $ 3,000 | $ 3,000 | $ 3,000 | |||
Multiemployer Plans, Collective-Bargaining Arrangement, Percentage of Employer's Contributions | 94.00% | |||||
Accumulated benefit obligation for all defined benefit pension plans | $ 2,057,000 | 1,990,000 | ||||
Defined benefit plan, amount to be amortized from AOCI, period | 24 years | |||||
Defined Benefit Plan, Percent Increase on Service and Interest Cost Component | 1.00% | |||||
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 | 16,000 | 14,000 | |||
Defined Contribution Plan, Cost Recognized | 13,000 | 13,000 | 13,000 | |||
100% Match Percentage | ||||||
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 | ||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 4.00% | |||||
Pension Plans | ||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||
Plan amendments | $ 601 | $ 1,025 | ||||
Long-term rate of return on plans’ assets for expense | 6.60% | 7.00% | ||||
Employer contributions | $ 0 | $ 0 | ||||
Estimated future employer contributions in next fiscal year | 36,000 | |||||
Other Postretirement Plans | ||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||
Plan amendments | $ 0 | $ 0 | $ (4,000) | |||
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 | 7.00% | |||||
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 | 7.00% | |||||
Employer contributions | $ 914 | $ 1,064 | ||||
Estimated future employer contributions in next fiscal year | $ 1,000 |
Pension and Other Retirement101
Pension and Other Retirement Plans - Defined Benefit Pension Plans and Other Post Retirement Plans Summarized Info (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Pension Plans | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Projected benefit obligations, beginning of year | $ 1,990,263 | $ 1,986,971 | |
Service cost | 768 | 692 | $ 709 |
Interest cost | 78,195 | 82,724 | 81,815 |
Plan amendments | 601 | 1,025 | |
Impact of Medicare Reform Act | 0 | 0 | |
Actuarial loss (gain) | 94,092 | 22,615 | |
Benefits paid | (107,043) | (103,764) | |
Projected benefit obligations, end of year | 2,056,876 | 1,990,263 | 1,986,971 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plans’ assets, beginning of year | 1,545,862 | 1,530,898 | |
Actual return on plans’ assets | 221,182 | 118,728 | |
Employer contributions | 0 | 0 | |
Benefits paid | (107,043) | (103,764) | |
Fair value of plans’ assets, end of year | 1,660,001 | 1,545,862 | 1,530,898 |
Under funded status of the plans | (396,875) | (444,401) | |
Other Postretirement Plans | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Projected benefit obligations, beginning of year | 8,875 | 10,055 | |
Service cost | 0 | 0 | 81 |
Interest cost | 264 | 320 | 451 |
Plan amendments | 0 | 0 | (4,000) |
Impact of Medicare Reform Act | 42 | 60 | |
Actuarial loss (gain) | (593) | (496) | |
Benefits paid | (914) | (1,064) | |
Projected benefit obligations, end of year | 7,674 | 8,875 | 10,055 |
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 | 914 | 1,064 | |
Benefits paid | (914) | (1,064) | |
Fair value of plans’ assets, end of year | 0 | 0 | $ 0 |
Under funded status of the plans | $ (7,674) | $ (8,875) |
Pension and Other Retirement102
Pension and Other Retirement Plans - Amounts Recognized in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employee compensation and benefits (1) | [1] | $ 0 | $ 0 |
Pension obligations, net (2) | [2] | (396,875) | (444,401) |
Postretirement medical, life and other benefits (2) | [2] | 0 | 0 |
Net amount recognized | (396,875) | (444,401) | |
Other Postretirement Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employee compensation and benefits (1) | [1] | (1,157) | (1,324) |
Pension obligations, net (2) | [2] | 0 | 0 |
Postretirement medical, life and other benefits (2) | [2] | (6,517) | (7,551) |
Net amount recognized | $ (7,674) | $ (8,875) | |
[1] | (1)Included in current liabilities within the Company’s Consolidated Balance Sheets. | ||
[2] | (2)Included in non-current liabilities within the Company’s Consolidated Balance Sheets. |
Pension and Other Retirement103
Pension and Other Retirement Plans - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Pension Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Service cost | $ 768 | $ 692 | $ 709 |
Interest cost | 78,195 | 82,724 | 81,815 |
Expected return on plans’ assets | (101,126) | (107,616) | (111,690) |
Recognized actuarial loss | 0 | 0 | 0 |
Amortization of prior service costs (credits) | 116 | 90 | 0 |
Net periodic benefit (credit) cost | (22,047) | (24,110) | (29,166) |
Other Postretirement Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Service cost | 0 | 0 | 81 |
Interest cost | 264 | 320 | 451 |
Expected return on plans’ assets | 0 | 0 | 0 |
Recognized actuarial loss | 0 | 0 | 25 |
Amortization of prior service costs (credits) | (380) | (380) | (81) |
Net periodic benefit (credit) cost | $ (116) | $ (60) | $ 476 |
Pension and Other Retirement104
Pension and Other Retirement Plans - Amounts Included in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Unrecognized net actuarial (losses) gains, net of tax | $ (46,721) | $ (66,397) |
Unrecognized prior service (cost) credit, net of tax | 909 | 1,514 |
Total | (45,812) | (64,883) |
Pension Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Unrecognized net actuarial (losses) gains, net of tax | (46,897) | (66,212) |
Unrecognized prior service (cost) credit, net of tax | (942) | (568) |
Total | (47,839) | (66,780) |
Other Postretirement Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Unrecognized net actuarial (losses) gains, net of tax | 176 | (185) |
Unrecognized prior service (cost) credit, net of tax | 1,851 | 2,082 |
Total | $ 2,027 | $ 1,897 |
Pension and Other Retirement105
Pension and Other Retirement Plans - Weighted Average Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Pension Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Discount rate for expense | 4.05% | 4.30% |
Discount rate for obligations | 3.55% | 4.05% |
Long-term rate of return on plans’ assets for expense | 6.60% | 7.00% |
Other Postretirement Plans | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Discount rate for expense | 3.30% | 3.45% |
Discount rate for obligations | 3.10% | 3.30% |
Long-term rate of return on plans’ assets for expense | 0.00% | 0.00% |
Pension and Other Retirement106
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, 2017USD ($) | |
Compensation and Retirement Disclosure [Abstract] | |
Service cost and interest cost, 1% Increase | $ 7 |
Service cost and interest cost, 1% Decrease | (6) |
Projected benefit obligation, 1% Increase | 217 |
Projected benefit obligation, 1% Decrease | $ (199) |
Pension and Other Retirement107
Pension and Other Retirement Plans - Actual Allocations and Target Allocations by Asset Class (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
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 | 52.70% | 53.40% |
Target Allocations | 50.00% | 50.00% |
Fixed income securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual Allocations | 40.70% | 39.60% |
Target Allocations | 45.00% | 45.00% |
Cash and other short-term investments | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual Allocations | 0.70% | 1.00% |
Target Allocations | 0.00% | 0.00% |
Other alternative investments | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual Allocations | 5.90% | 6.00% |
Target Allocations | 5.00% | 5.00% |
Pension and Other Retirement108
Pension and Other Retirement Plans - Pension Plan Assets by Asset Category (Details) - Pension Plans - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Fair value of pension plan assets | $ 1,660,001 | $ 1,545,862 | $ 1,530,898 | |||
Total pension plan assets measured at fair value | 1,274,569 | 1,096,386 | ||||
Defined benefit plan, fair value of plan assets, measured using net asset value | 360,382 | [1] | 424,875 | [2] | ||
Contract value of pension plan assets | 25,050 | 24,601 | ||||
Level 1 | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Total pension plan assets measured at fair value | 704,141 | 575,884 | ||||
Level 2 | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Total pension plan assets measured at fair value | 570,428 | 520,502 | ||||
Level 3 | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Total pension plan assets measured at fair value | 0 | 0 | ||||
Registered investment companies | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Fair value of pension plan assets | 704,141 | 575,884 | ||||
Registered investment companies | Level 1 | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Fair value of pension plan assets | 704,141 | 575,884 | ||||
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 | 12,607 | 16,060 | ||||
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 | 12,607 | 16,060 | ||||
Common/collective trusts | 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 | 250,792 | 200,782 | ||||
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 | 250,792 | 200,782 | ||||
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 | 294,362 | 264,451 | ||||
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 | 294,362 | 264,451 | ||||
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 | 31,188 | 30,961 | ||||
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 | 31,188 | 30,961 | ||||
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 | (35,330) | [3] | (9,155) | [4] | ||
Other alternative investments | Level 1 | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Fair value of pension plan assets | 0 | [3] | 0 | [4] | ||
Other alternative investments | Level 2 | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Fair value of pension plan assets | (35,330) | [3] | (9,155) | [4] | ||
Other alternative investments | Level 3 | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Fair value of pension plan assets | 0 | [3] | 0 | [4] | ||
Pooled separate account | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Fair value of pension plan assets | 16,809 | 17,403 | ||||
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 | 16,809 | 17,403 | ||||
Pooled separate account | Level 3 | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Fair value of pension plan assets | 0 | 0 | ||||
Pending net purchases | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Fair value of pension plan assets | [4] | $ (89,000) | $ (58,000) | |||
[1] | (2)Certain common/collective trusts, the 103-12 investment entity, the international equity limited liability company, real estate, private equity and venture capital limited partnerships that are measured at fair value using the NAV per share practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the total value of plan assets. | |||||
[2] | (2)Certain common/collective trusts, the 103-12 investment entity, the international equity limited partnership, real estate, private equity and venture capital limited partnerships that are measured at fair value using the NAV per share practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the total value of plan assets. | |||||
[3] | Other includes pending net security purchases of $89 million. | |||||
[4] | Other includes pending net security purchases of $58 million. |
Pension and Other Retirement109
Pension and Other Retirement Plans - Benefit Plans Expected to be Paid (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Pension Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
2,018 | $ 116,955 |
2,019 | 119,454 |
2,020 | 121,577 |
2,021 | 123,705 |
2,022 | 125,289 |
2023-2027 | 628,065 |
Other Postretirement Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
2,018 | 1,157 |
2,019 | 1,041 |
2,020 | 929 |
2,021 | 835 |
2,022 | 745 |
2023-2027 | $ 2,570 |
Capital Stock (Details)
Capital Stock (Details) | Feb. 21, 2018$ / shares | Feb. 03, 2017USD ($)$ / shares | Jan. 02, 2017$ / shares | Apr. 28, 2015$ / sharesshares | Apr. 09, 2015USD ($)$ / shares | Mar. 05, 2015$ / shares | Dec. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / shares | Jun. 30, 2017USD ($)$ / shares | Mar. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / shares | Jun. 30, 2016USD ($)$ / shares | Mar. 31, 2016USD ($)$ / shares | Dec. 31, 2017USD ($)registration$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 28, 2014USD ($)$ / sharesshares | Nov. 29, 2017shares | Feb. 24, 2016USD ($) | Oct. 13, 2014USD ($) | Dec. 31, 2012USD ($)$ / sharesshares |
Class of Stock [Line Items] | ||||||||||||||||||||||
Treasury stock issued, shares | 14,102,185 | 14,102,453 | 14,102,185 | 14,102,453 | ||||||||||||||||||
Preferred stock authorized for issuance, shares | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | ||||||||||||||||||
Preferred stock par value (usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
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 | 6,432,455 | 6,569,056 | 1,101,160 | |||||||||||||||||||
Treasury stock acquired, value | $ | $ 0 | $ 232,065,000 | $ 332,339,000 | $ 68,000,000 | ||||||||||||||||||
Treasury stock acquired, price per share | $ / shares | $ 36.08 | $ 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 | $ | $ 8,000,000 | |||||||||||||||||||||
Common stock dividends | $ | $ 21,837,000 | $ 21,834,000 | $ 21,816,000 | $ 21,742,000 | $ 21,612,000 | $ 22,510,000 | $ 22,959,000 | $ 23,215,000 | $ 87,229,000 | $ 90,296,000 | ||||||||||||
Special Cash Dividend | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Dividends declared (usd per share) | $ / shares | $ 5.77 | $ 6.73 | $ 5.77 | $ 6.73 | ||||||||||||||||||
Warrant, Dividends, Per Share, Cash Paid | $ / shares | $ 5.77 | $ 6.73 | ||||||||||||||||||||
Common stock dividends | $ | $ 499,000,000 | $ 649,000,000 | $ 499,107,000 | $ 648,644,000 | ||||||||||||||||||
Common Stock, Dividends, Per Share, Cash Paid | $ / shares | $ 5.77 | $ 6.73 | ||||||||||||||||||||
Regular Cash Dividend | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Dividends declared (usd per share) | $ / shares | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 1 | $ 1 | $ 0.75 | |||||||||||
Regular Cash Dividend | Subsequent Event | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Dividends declared (usd per share) | $ / shares | $ 0.25 | |||||||||||||||||||||
Dividend Restriction | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Dividends declared (usd per share) | $ / shares | $ 0.25 | |||||||||||||||||||||
Oaktree Group | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of demand registrations | registration | 5 | |||||||||||||||||||||
JP Morgan | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of demand registrations | registration | 3 | |||||||||||||||||||||
Angelo Gordon & Co. LP | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of demand registrations | registration | 3 | |||||||||||||||||||||
Warrant | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Warrants issued, shares | 30,551 | 30,551 | 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 | 101,429,999 | 100,416,516 | 101,429,999 | 100,416,516 | 100,015,000 | 95,708,000 | 78,754,269 | |||||||||||||||
Common Stock, Conversion Ratio | 1 | |||||||||||||||||||||
Common stock converted, shares issued | 48 | 2,432,478 | ||||||||||||||||||||
Class Of Warrant Or Right, Number of Warrants Exercised | 97,681 | 163,077 | 1,718,652 | |||||||||||||||||||
Warrant exercises, shares | 97,681 | 163,077 | 1,718,645 | |||||||||||||||||||
Common stock authorized for issuance, shares | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||||||||||||||
Common stock par value (usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Shares Available for Resale, Per Demand Registration Rights, for Selling Stockholders | 14,145,447 | |||||||||||||||||||||
Shares Resold, Per Demand Registration Rights, for Selling Stockholders | 7,000,000 | |||||||||||||||||||||
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 | $ 400,000,000 | ||||||||||||||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ | $ 168,000,000 | $ 168,000,000 | ||||||||||||||||||||
Treasury Stock, Shares, Acquired Life to Date Under Program | 7,670,216 | |||||||||||||||||||||
Common Class A | Unrestricted Stock Awards | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock issued, shares | 10,147 | 16,898 | 10,147 | 16,898 | 9,536 | |||||||||||||||||
Common Class B | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock issued, shares | 5,557 | 5,605 | 5,557 | 5,605 | 6,000 | 2,438,000 | 4,455,767 | |||||||||||||||
Common Stock, Conversion Ratio | 1 | |||||||||||||||||||||
Common stock conversion, shares | 48 | 0 | 2,432,478 | |||||||||||||||||||
Common stock authorized for issuance, shares | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||||||||||||||
Common stock par value (usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Preferred Stock | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred stock authorized for issuance, shares | 40,000,000 | 40,000,000 |
Capital Stock Quarterly Dividen
Capital Stock Quarterly Dividend (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Cash Dividend [Line Items] | |||||||||||
Common stock dividends | $ 21,837 | $ 21,834 | $ 21,816 | $ 21,742 | $ 21,612 | $ 22,510 | $ 22,959 | $ 23,215 | $ 87,229 | $ 90,296 | |
Regular Cash Dividend | |||||||||||
Quarterly Cash Dividend [Line Items] | |||||||||||
Dividends declared (usd per share) | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 1 | $ 1 | $ 0.75 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) $ / shares in Units, $ in Millions | Mar. 01, 2013shares | Jun. 30, 2016shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | May 05, 2016shares | May 04, 2016shares | Dec. 28, 2014shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Special Cash Dividend Adjustments | 720,405 | 251,537 | |||||||||
Stock-based compensation expense | $ | $ 33 | $ 37 | $ 32 | ||||||||
Discontinued Operations, Disposed of by Sale | Gracenote Companies | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | $ | $ 2 | $ 4 | $ 2 | ||||||||
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% | ||||||||||
Grants in period, shares | 625,000 | 824,000 | 457,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 1,105,000 | [1],[2] | 1,231,000 | [2] | 840,000 | 633,000 | |||||
PSUs | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Grants in period, shares | 118,000 | 295,000 | 66,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 253,000 | [3] | 347,000 | [3],[4] | 107,000 | 43,000 | [3] | ||||
PSUs | Three Year Performance Period | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Equity Incentive Plan vesting period, years | 3 years | ||||||||||
Supplemental Performance Shares | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Grants in period, shares | 214,416 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 136,448 | ||||||||||
Supplemental Performance Shares | Common Class A | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Consecutive Trading Days | 10 | ||||||||||
Share Price, Incremental Increase | 2 | ||||||||||
Minimum | Supplemental Performance Shares | Common Class A | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share Price | $ / shares | $ 44 | ||||||||||
Maximum | Supplemental Performance Shares | Common Class A | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share Price | $ / shares | $ 64 | ||||||||||
2016 Incentive Compensation Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock authorized for issuance, shares | 5,100,000 | ||||||||||
Shares available for grant | 3,032,672 | ||||||||||
2016 Directors Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock authorized for issuance, shares | 200,000 | ||||||||||
Shares available for grant | 168,529 | ||||||||||
2013 Equity Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock authorized for issuance, shares | 5,263,000 | ||||||||||
Shares available for grant | 616,332 | ||||||||||
Equity Incentive Plan maximum of outstanding Common Stock, percent | 5.00% | ||||||||||
[1] | Included 22,309 RSUs which were granted to foreign employees and which the Company expected to settle in cash. The fair value of these RSUs was not material. | ||||||||||
[2] | The weighted average fair value of outstanding RSUs as of the end of each reporting period reflects the adjustment for the respective special cash dividend. | ||||||||||
[3] | (2) The weighted average fair value of outstanding PSUs reflect the adjustment for the respective special cash dividend | ||||||||||
[4] | (1) Represents shares of PSUs for which performance targets have been established and which are deemed granted under U.S. GAAP. |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-average Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Risk-free interest rate | 2.17% | 1.35% | 1.71% |
Expected dividend yield | 3.12% | 3.36% | 0.17% |
Expected stock price volatility | 33.12% | 36.54% | 44.47% |
Expected life (in years) | 6 years 2 months 30 days | 6 years 2 months 30 days | 6 years 2 months 30 days |
Stock-Based Compensation - NSOs
Stock-Based Compensation - NSOs (Details) - NSOs - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||||
Outstanding, shares | 2,847 | [1] | 2,396 | [1] | 1,375 | [1] | 975 | |
Outstanding, Weighted Average Exercise Price | $ 39 | [1] | $ 45.82 | [1] | $ 60.62 | [1] | $ 70.90 | |
Outstanding, Weighted Average Fair Value | $ 15.49 | [1] | $ 19.15 | [1] | $ 30.47 | [1] | $ 37.15 | |
Outstanding, Weighted Average Remaining Contractual Term (in years) | 6 years 6 months 26 days | [1] | 8 years 2 months 12 days | [1] | 8 years 3 months 15 days | [1] | 9 years | |
Outstanding, Aggregate Intrinsic Value | $ 21,897 | [1] | $ 6,163 | [1] | $ 0 | [1] | $ 1,164 | |
Grants in period, shares | 932 | 1,363 | 449 | |||||
Grants in period, Weighted Average Exercise Price | $ 32.12 | $ 30.43 | $ 57.91 | |||||
Grants in period, Weighted Average Fair Value | $ 7.97 | $ 7.46 | $ 25.81 | |||||
Exercised in period, shares | (400) | (3) | ||||||
Exercised in period, Weighted Average Exercise Price | $ 28.31 | $ 49.40 | ||||||
Exercised in period, Weighted Average Fair Value | $ 8.54 | $ 23.86 | ||||||
Cancelled in period, shares | (87) | (67) | (31) | |||||
Cancelled in period, Weighted Average Exercise Price | $ 48.48 | $ 60.45 | $ 64.01 | |||||
Cancelled in Period, Weighted Average Fair Value | $ 23.91 | $ 30.55 | $ 33.63 | |||||
Forfeitures in period, shares | (447) | (275) | (160) | |||||
Forfeitures in period, Weighted Average Exercise Price | $ 29.24 | $ 39.89 | $ 60.20 | |||||
Forfeitures in period, Weighted Average Fair Value | $ 8.31 | $ 15.04 | $ 29.88 | |||||
Adjustment due to Special Cash Dividend, shares | 453 | 145 | ||||||
Vested and exercisable, shares | [1] | 1,187 | ||||||
Vested and exercisable, Weighted Average Exercise Price | [1] | $ 48.48 | ||||||
Vested and exercisable, Weighted Average Fair Value | [1] | $ 23.96 | ||||||
Vested and exercisable, Weighted Average Remaining Contractual Term (in years) | [1] | 3 years 11 months 23 days | ||||||
Vested and exercisable, Aggregate Intrinsic Value | [1] | $ 3,235 | ||||||
[1] | (1)The weighted average exercise price and weighted-average fair value of options outstanding as of the end of each reporting period reflect the adjustments to the awards as a result of the respective special cash dividend. |
Stock-Based Compensation - RSUs
Stock-Based Compensation - RSUs (Details) - $ / shares | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | |||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Outstanding, shares | 1,105,000 | [1],[2] | 1,231,000 | [2] | 840,000 | 633,000 |
Outstanding, Weighted Average Fair Value | $ 32.62 | [1],[2] | $ 40.92 | [2] | $ 58.39 | $ 68.76 |
Outstanding and nonvested, Weighted Average Remaining Contractual Term (in years) | 1 year 3 months | [1],[2] | 1 year 4 months 2 days | [2] | 2 years 3 months 15 days | 2 years 8 months 9 days |
Grants in period, shares | 625,000 | 824,000 | 457,000 | |||
Grants in period, Weighted Average Fair Value | $ 32.77 | $ 29.97 | $ 57.18 | |||
Vested and issued in period, shares | (575,000) | (307,000) | (203,000) | |||
Vested and issued in period, Weighted Average Fair Value | $ 38.21 | $ 58.44 | $ 66.65 | |||
Forfeitures in Period, shares | (399,000) | (151,000) | (151,000) | |||
Forfeitures in Period, Weighted Average Fair Value | $ 32.35 | $ 42.25 | $ 58.80 | |||
Adjustment due to the Special Cash Dividend | 224,000 | 89,000 | ||||
RSUs | Geographic Distribution, Foreign | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Outstanding, shares | 22,309 | |||||
RSU Dividend Equivalent Unit (DEU) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Grants in period, shares | 31,000 | 34,000 | 16,000 | |||
Grants in period, Weighted Average Fair Value | $ 39.21 | $ 37.20 | $ 41.71 | |||
Vested and issued in period, shares | (20,000) | (6,000) | ||||
Vested and issued in period, Weighted Average Fair Value | $ 32.45 | $ 41.32 | ||||
Forfeitures in Period, shares | (12,000) | (3,000) | (1,000) | |||
Forfeitures in Period, Weighted Average Fair Value | $ 33.14 | $ 39.01 | $ 44.26 | |||
[1] | Included 22,309 RSUs which were granted to foreign employees and which the Company expected to settle in cash. The fair value of these RSUs was not material. | |||||
[2] | The weighted average fair value of outstanding RSUs as of the end of each reporting period reflects the adjustment for the respective special cash dividend. |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Outstanding, shares | 42 | 0 | 0 | 17 |
Outstanding, Weighted Average Fair Value | $ 36.84 | $ 0 | $ 0 | $ 56.80 |
Outstanding and nonvested, Weighted Average Remaining Contractual Term (in years) | 3 years | 0 years | 0 years | 1 year |
Grants in period, shares | 52 | 17 | 12 | |
Grants in period, Weighted Average Fair Value | $ 36.48 | $ 33.73 | $ 60.07 | |
Vested in period, shares | (10) | (17) | (27) | |
Vested in period, Weighted Average Fair Value | $ 34.98 | $ 33.73 | $ 58.24 | |
Forfeitures in Period, shares | (2) | |||
Forfeitures in Period, Weighted Average Fair Value | $ 56.80 |
Stock-Based Compensation - PSUs
Stock-Based Compensation - PSUs (Details) - $ / shares shares in Thousands | 12 Months Ended | ||||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | ||||
PSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||
Grants in period, shares | 118 | 295 | 66 | ||||
Grants in period, Weighted Average Fair Value | $ 31.45 | $ 21.26 | $ 68.10 | ||||
Forfeitures in Period, shares | (47) | (8) | (17) | ||||
Forfeitures in Period, Weighted Average Fair Value | $ 33.73 | $ 49.85 | $ 64.89 | ||||
Adjustment due to the Special Cash Dividend | 24 | 12 | |||||
Vested in period, shares | (184) | (56) | |||||
Vested and issued in period, Weighted Average Fair Value | $ 31.22 | $ 65.06 | |||||
Outstanding, shares | 253 | [1] | 347 | [1],[2] | 107 | 43 | [1] |
Outstanding, Weighted Average Fair Value | $ 22.53 | [1] | $ 27.23 | [1],[2] | $ 65.50 | $ 74.35 | |
Outstanding and nonvested, Weighted Average Remaining Contractual Term (in years) | 1 year 4 months 21 days | [1] | 1 year 26 days | [1],[2] | 7 months 13 days | 1 year 4 months | |
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 | 5 | 10 | 3 | ||||
Grants in period, Weighted Average Fair Value | $ 39.26 | $ 37.50 | $ 41.86 | ||||
Forfeitures in Period, shares | (6) | ||||||
Forfeitures in Period, Weighted Average Fair Value | $ 40.72 | ||||||
Dividend Equivalent Units Vested | (4) | (1) | |||||
Dividend Equivalent Unit Weighted Average Vested Fair Value | $ 32.50 | $ 41.64 | |||||
[1] | (2) The weighted average fair value of outstanding PSUs reflect the adjustment for the respective special cash dividend | ||||||
[2] | (1) Represents shares of PSUs for which performance targets have been established and which are deemed granted under U.S. GAAP. |
Stock-Based Compensation - Unre
Stock-Based Compensation - Unrecognized Compensation Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Unrecognized Compensation Cost | $ 34,262 |
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, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Earnings Per Share [Abstract] | ||||
DEUs outstanding | 53,668 | |||
Weighted-average warrants outstanding excluded from EPS, shares | 71,385 | 180,259 | 877,233 | |
Anti-dilutive common share equivalents excluded from EPS, shares | 2,126,516 | 1,778,194 | 2,002,476 |
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |||||||||||
Income (Loss) from Continuing Operations | $ 332,799 | $ (18,687) | $ (29,823) | $ (101,212) | $ 70,727 | $ 153,839 | $ (152,628) | $ 15,102 | $ 183,077 | $ 87,040 | $ (315,337) |
Net income from continuing operations attributable to noncontrolling interests | (3,378) | 0 | 0 | 0 | (3,378) | 0 | 0 | ||||
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | 179,699 | 87,040 | (315,337) | ||||||||
Less: Dividends distributed to Warrants | 69 | 161 | 325 | ||||||||
Less: Undistributed earnings allocated to Warrants | 81 | 0 | 0 | ||||||||
Income (loss) from continuing operations attributable to Tribune Media Company’s common shareholders for basic EPS | 179,549 | 86,879 | (315,662) | ||||||||
Add: Undistributed earnings allocated to dilutive securities | 1 | 0 | 0 | ||||||||
Income (loss) from continuing operations attributable to Tribune Media Company’s common shareholders for diluted EPS | 179,550 | 86,879 | (315,662) | ||||||||
Income (Loss) from Discontinued Operations, net of taxes | $ (619) | $ 0 | $ (579) | $ 15,618 | $ (51,776) | $ (8,074) | $ (8,935) | $ (4,009) | 14,420 | (72,794) | (4,581) |
Less: Undistributed earnings allocated to Warrants | 7 | 0 | 0 | ||||||||
Income (loss) from discontinued operations attributable to common shareholders for basic and diluted EPS | 14,413 | (72,794) | (4,581) | ||||||||
Net income (loss) attributable to Tribune Media Company’s common shareholders for basic EPS | 193,962 | 14,085 | (320,243) | ||||||||
Net income (loss) attributable to Tribune Media Company’s common shareholders for diluted EPS | $ 193,963 | $ 14,085 | $ (320,243) | ||||||||
Weighted average shares outstanding - basic | 87,066 | 90,244 | 94,686 | ||||||||
Impact of dilutive securities | 935 | 392 | 0 | ||||||||
Weighted average shares outstanding - diluted | 88,001 | 90,636 | 94,686 | ||||||||
Continuing Operations | $ 3.77 | $ (0.21) | $ (0.34) | $ (1.17) | $ 0.81 | $ 1.71 | $ (1.66) | $ 0.16 | $ 2.06 | $ 0.96 | $ (3.33) |
Discontinued Operations | (0.01) | 0 | (0.01) | 0.18 | (0.59) | (0.09) | (0.10) | (0.04) | 0.17 | (0.80) | (0.05) |
Net Earnings (Loss) Per Common Share | 3.76 | (0.21) | (0.35) | (0.99) | 0.22 | 1.62 | (1.76) | 0.12 | 2.23 | 0.16 | (3.38) |
Continuing Operations | 3.73 | (0.21) | (0.34) | (1.17) | 0.81 | 1.70 | (1.66) | 0.16 | 2.04 | 0.96 | (3.33) |
Discontinued Operations | (0.01) | 0 | (0.01) | 0.18 | (0.59) | (0.09) | (0.10) | (0.04) | 0.16 | (0.80) | (0.05) |
Net Earnings (Loss) Per Common Share | $ 3.72 | $ (0.21) | $ (0.35) | $ (0.99) | $ 0.22 | $ 1.61 | $ (1.76) | $ 0.12 | $ 2.20 | $ 0.16 | $ (3.38) |
Accumulated Other Comprehens121
Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Accumulated other comprehensive (loss) income, balance at beginning of the period | $ (81,782) | $ (71,016) | |
Other comprehensive (loss) income before reclassifications | 20,798 | (10,590) | |
Amounts reclassified from AOCI | 12,923 | (176) | |
Accumulated other comprehensive (loss) income, balance at the end of the period | (48,061) | (81,782) | $ (71,016) |
Cumulative translation adjustments | 33,721 | (10,766) | (24,475) |
Pension and other Post-Retirement Benefit Items | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Accumulated other comprehensive (loss) income, balance at beginning of the period | (64,883) | (57,391) | |
Other comprehensive (loss) income before reclassifications | 19,231 | (7,316) | |
Amounts reclassified from AOCI | (160) | (176) | |
Accumulated other comprehensive (loss) income, balance at the end of the period | (45,812) | (64,883) | (57,391) |
Marketable Securities | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Accumulated other comprehensive (loss) income, balance at beginning of the period | 3,075 | 2,139 | |
Other comprehensive (loss) income before reclassifications | (95) | 936 | |
Amounts reclassified from AOCI | (2,980) | 0 | |
Accumulated other comprehensive (loss) income, balance at the end of the period | 0 | 3,075 | 2,139 |
Cash Flow Hedging Instruments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Accumulated other comprehensive (loss) income, balance at beginning of the period | 0 | 0 | |
Other comprehensive (loss) income before reclassifications | (3,591) | 0 | |
Amounts reclassified from AOCI | 3,298 | 0 | |
Accumulated other comprehensive (loss) income, balance at the end of the period | (293) | 0 | 0 |
Foreign Currency Translation Adjustments (1) | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Accumulated other comprehensive (loss) income, balance at beginning of the period | (19,974) | (15,764) | |
Other comprehensive (loss) income before reclassifications | 5,253 | (4,210) | |
Amounts reclassified from AOCI | 12,765 | 0 | |
Accumulated other comprehensive (loss) income, balance at the end of the period | (1,956) | $ (19,974) | $ (15,764) |
Foreign Currency Translation Adjustments (1) | CareerBuilder, LLC | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Cumulative translation adjustments | 4,000 | ||
Foreign Currency Translation Adjustments (1) | Gracenote Companies | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Cumulative translation adjustments | $ 9,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Dec. 31, 2017 | Jan. 27, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||||
Long-term Debt | $ 2,919,185 | $ 3,411,551 | ||
Term C Loan Facility | Senior Secured Credit Agreement | ||||
Related Party Transaction [Line Items] | ||||
Long-term Debt | 1,644,109 | $ 1,761,000 | 0 | |
Term B Loans Facility | Senior Secured Credit Agreement | ||||
Related Party Transaction [Line Items] | ||||
Long-term Debt | 187,725 | 2,312,218 | ||
Equity Funds | Principal Owner | ||||
Related Party Transaction [Line Items] | ||||
Fair value of investment in loan fund limited partnership | $ 30,000 | |||
Equity Funds | Principal Owner | Term C Loan Facility | Senior Secured Credit Agreement | ||||
Related Party Transaction [Line Items] | ||||
Long-term Debt | $ 28,000 | |||
Equity Funds | Principal Owner | Term B Loans Facility | Senior Secured Credit Agreement | ||||
Related Party Transaction [Line Items] | ||||
Long-term Debt | $ 31,000 | |||
Common Class A | ||||
Related Party Transaction [Line Items] | ||||
Shares Resold, Per Demand Registration Rights, for Selling Stockholders | 7,000,000 |
Business Segments (Details)
Business Segments (Details) | 12 Months Ended |
Dec. 31, 2017television_station | |
Segment Reporting Information [Line Items] | |
Number of Television Stations | 42 |
Segment Reporting, Disclosure of Major Customers | .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 | 12 |
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 |
Master Distribution Services Inc. | 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 | 2 |
Business Segments - Operating S
Business Segments - Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||||
Segment Reporting Information [Line Items] | |||||||||||||||
Total operating revenues | $ 488,999 | $ 450,533 | $ 469,517 | $ 439,910 | $ 529,624 | $ 470,038 | $ 479,796 | $ 468,472 | $ 1,848,959 | [1] | $ 1,947,930 | [1] | $ 1,801,967 | [1] | |
Total operating profit (loss) | 129,123 | (23,749) | 18,326 | (15,232) | 113,206 | 234,170 | 56,206 | 29,992 | 108,468 | [1] | 433,574 | [1] | (269,335) | [1] | |
Depreciation | [2] | 56,314 | 58,825 | 64,554 | |||||||||||
Amortization | [2] | 166,679 | 166,664 | 166,404 | |||||||||||
Capital expenditures | 66,832 | 99,659 | 89,084 | ||||||||||||
Assets | [3] | 8,169,328 | 9,401,051 | 8,169,328 | 9,401,051 | ||||||||||
Assets held for sale | [4] | 38,900 | 17,176 | 38,900 | 17,176 | ||||||||||
Restricted cash and cash equivalents | 17,566 | 17,566 | 17,566 | 17,566 | |||||||||||
Discontinued Operations | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Depreciation | 14,000 | 10,000 | |||||||||||||
Amortization | 30,000 | 29,000 | |||||||||||||
Discontinued Operations | Gracenote Companies | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Capital expenditures | 1,578 | 23,548 | 23,626 | ||||||||||||
Discontinued Operations | [4] | 0 | 670,758 | 0 | 670,758 | ||||||||||
Operating Segments | Television and Entertainment | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Total operating revenues | 486,022 | 447,307 | 466,061 | 436,033 | 525,723 | 460,164 | 468,134 | 455,875 | 1,835,423 | [1] | 1,909,896 | [1] | 1,752,542 | [1] | |
Total operating profit (loss) | 127,225 | (1,357) | 50,219 | 20,013 | 136,862 | 46,024 | 83,346 | 58,605 | 196,100 | [1] | 324,837 | [1] | (175,140) | [1] | |
Depreciation | [2] | 42,713 | 45,083 | 48,437 | |||||||||||
Amortization | [2] | 166,679 | 166,664 | 166,404 | |||||||||||
Assets | 7,197,859 | 7,484,591 | 7,197,859 | 7,484,591 | |||||||||||
Operating Segments | Television and Entertainment | Continuing Operations | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Capital expenditures | 48,667 | 59,167 | 33,173 | ||||||||||||
Corporate, Non-Segment | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Total operating revenues | 2,977 | 3,226 | 3,456 | 3,877 | 3,901 | 9,874 | 11,662 | 12,597 | 13,536 | [1] | 38,034 | [1] | 49,425 | [1] | |
Total operating profit (loss) | 1,898 | $ (22,392) | $ (31,893) | $ (35,245) | (23,656) | $ 188,146 | $ (27,140) | $ (28,613) | (87,632) | [1] | 108,737 | [1] | (94,195) | [1] | |
Depreciation | [2] | 13,601 | 13,742 | 16,117 | |||||||||||
Assets | [5] | 932,569 | 1,228,526 | 932,569 | 1,228,526 | ||||||||||
Restricted cash and cash equivalents | $ 18,000 | $ 18,000 | 18,000 | 18,000 | |||||||||||
Corporate, Non-Segment | Continuing Operations | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Capital expenditures | $ 16,587 | $ 16,944 | $ 32,285 | ||||||||||||
[1] | (1)See Note 2 for the disclosures of operating revenues and operating (loss) profit included in discontinued operations for the historical periods. | ||||||||||||||
[2] | (2)Depreciation from discontinued operations totaled $14 million and $10 million for the years ended December 31, 2016 and December 31, 2015. Amortization from discontinued operations totaled $30 million and $29 million for the years ended December 31, 2016 and December 31, 2015. | ||||||||||||||
[3] | The Company’s consolidated total assets as of December 31, 2017 and December 31, 2016 include total assets of variable interest entities (“VIEs”) of $81 million and $97 million, respectively, which can only be used to settle the obligations of the VIEs. The Company’s consolidated total liabilities as of December 31, 2017 and December 31, 2016 include total liabilities of the VIEs of $29 million and $3 million, respectively, for which the creditors of the VIEs have no recourse to the Company (see Note 1). | ||||||||||||||
[4] | (4)See Note 2 for information regarding discontinued operations and Note 6 for information regarding assets held for sale. | ||||||||||||||
[5] | (3)As of December 31, 2017 and December 31, 2016, Corporate total assets included $18 million related to restricted cash held to satisfy remaining claim obligations to holders of priority claims and fees earned by professional advisors during Chapter 11 proceedings (see Note 3). Corporate and Other assets include certain real estate assets (see Note 2) as well as the Company’s equity investment in CareerBuilder. |
Quarterly Financial Informat125
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||
Total operating revenues | $ 488,999 | $ 450,533 | $ 469,517 | $ 439,910 | $ 529,624 | $ 470,038 | $ 479,796 | $ 468,472 | $ 1,848,959 | [1] | $ 1,947,930 | [1] | $ 1,801,967 | [1] | ||||||||
Total operating (loss) profit | 129,123 | (23,749) | 18,326 | (15,232) | 113,206 | 234,170 | 56,206 | 29,992 | 108,468 | [1] | 433,574 | [1] | (269,335) | [1] | ||||||||
Income on equity investments, net | 38,506 | 21,058 | 40,761 | 37,037 | 33,861 | 31,737 | 44,306 | 38,252 | 137,362 | 148,156 | 146,959 | |||||||||||
Interest and dividend income | 1,269 | 827 | 548 | 505 | 390 | 476 | 228 | 132 | 3,149 | 1,226 | 720 | |||||||||||
Interest expense | (40,055) | (40,389) | (40,185) | (38,758) | (38,211) | (38,296) | (38,071) | (38,141) | (159,387) | (152,719) | (148,587) | |||||||||||
Loss on extinguishments and modification of debt | 0 | [2] | (1,435) | [2] | 0 | [2] | (19,052) | [2] | (20,487) | [2] | 0 | (37,040) | ||||||||||
Gain (loss) on investment transactions, net | (2,486) | [2] | 5,667 | [2] | 0 | [2] | 4,950 | [2] | 8,131 | [2] | 0 | 12,173 | ||||||||||
Write-downs of investments | (12,694) | [2] | 0 | [2] | (58,800) | [2] | (122,000) | [2] | (193,494) | [2] | 0 | 0 | ||||||||||
Other non-operating (loss) gain, net | 26 | [2] | 0 | [2] | 71 | [2] | (26) | [2] | 4,949 | [2] | 57 | [2] | (75) | [2] | 496 | [2] | 71 | [2] | 5,427 | [2] | 7,228 | |
Reorganization items, net | (657) | [3] | (753) | [3] | (449) | [3] | (250) | [3] | (188) | [3] | (434) | [3] | (366) | [3] | (434) | [3] | (2,109) | [3] | (1,422) | [3] | (1,537) | |
(Loss) Income from Continuing Operations Before Income Taxes | 113,032 | (38,774) | (39,728) | (152,826) | 114,007 | 227,710 | 62,228 | 30,297 | (118,296) | 434,242 | (289,419) | |||||||||||
Income tax benefit | (219,767) | (20,087) | (9,905) | (51,614) | 43,280 | 73,871 | 214,856 | 15,195 | (301,373) | 347,202 | 25,918 | |||||||||||
Income (Loss) from Continuing Operations | 332,799 | (18,687) | (29,823) | (101,212) | 70,727 | 153,839 | (152,628) | 15,102 | 183,077 | 87,040 | (315,337) | |||||||||||
Income (Loss) from Discontinued Operations, net of taxes | (619) | 0 | (579) | 15,618 | (51,776) | (8,074) | (8,935) | (4,009) | 14,420 | (72,794) | (4,581) | |||||||||||
Net (Loss) Income | 332,180 | (18,687) | (30,402) | (85,594) | 197,497 | 14,246 | (319,918) | |||||||||||||||
Net income from continuing operations attributable to noncontrolling interests | (3,378) | 0 | 0 | 0 | (3,378) | 0 | 0 | |||||||||||||||
Net (Loss) Income Attributable to Tribune Media Company | $ 328,802 | $ (18,687) | $ (30,402) | $ (85,594) | $ 18,951 | $ 145,765 | $ (161,563) | $ 11,093 | $ 194,119 | $ 14,246 | $ (319,918) | |||||||||||
Continuing Operations | $ 3.77 | $ (0.21) | $ (0.34) | $ (1.17) | $ 0.81 | $ 1.71 | $ (1.66) | $ 0.16 | $ 2.06 | $ 0.96 | $ (3.33) | |||||||||||
Discontinued Operations | (0.01) | 0 | (0.01) | 0.18 | (0.59) | (0.09) | (0.10) | (0.04) | 0.17 | (0.80) | (0.05) | |||||||||||
Net (Loss) Earnings Per Common Share | 3.76 | (0.21) | (0.35) | (0.99) | 0.22 | 1.62 | (1.76) | 0.12 | 2.23 | 0.16 | (3.38) | |||||||||||
Continuing Operations | 3.73 | (0.21) | (0.34) | (1.17) | 0.81 | 1.70 | (1.66) | 0.16 | 2.04 | 0.96 | (3.33) | |||||||||||
Discontinued Operations | (0.01) | 0 | (0.01) | 0.18 | (0.59) | (0.09) | (0.10) | (0.04) | 0.16 | (0.80) | (0.05) | |||||||||||
Net (Loss) Earnings Per Common Share | $ 3.72 | $ (0.21) | $ (0.35) | $ (0.99) | $ 0.22 | $ 1.61 | $ (1.76) | $ 0.12 | $ 2.20 | $ 0.16 | $ (3.38) | |||||||||||
Operating Segments | Television and Entertainment | ||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||
Total operating revenues | $ 486,022 | $ 447,307 | $ 466,061 | $ 436,033 | $ 525,723 | $ 460,164 | $ 468,134 | $ 455,875 | $ 1,835,423 | [1] | $ 1,909,896 | [1] | $ 1,752,542 | [1] | ||||||||
Total operating (loss) profit | 127,225 | (1,357) | 50,219 | 20,013 | 136,862 | 46,024 | 83,346 | 58,605 | 196,100 | [1] | 324,837 | [1] | (175,140) | [1] | ||||||||
Corporate, Non-Segment | ||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||
Total operating revenues | 2,977 | 3,226 | 3,456 | 3,877 | 3,901 | 9,874 | 11,662 | 12,597 | 13,536 | [1] | 38,034 | [1] | 49,425 | [1] | ||||||||
Total operating (loss) profit | $ 1,898 | $ (22,392) | $ (31,893) | $ (35,245) | $ (23,656) | $ 188,146 | $ (27,140) | $ (28,613) | $ (87,632) | [1] | $ 108,737 | [1] | $ (94,195) | [1] | ||||||||
[1] | (1)See Note 2 for the disclosures of operating revenues and operating (loss) profit included in discontinued operations for the historical periods. | |||||||||||||||||||||
[2] | See Note 5 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2017 and 2016. | |||||||||||||||||||||
[3] | See Note 3 to the Company’s consolidated financial statements for information pertaining to reorganization items recorded in 2017 and 2016. |
Condensed Consolidated Finan126
Condensed Consolidated Financial Statements - Statements of Operations and Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||||||||||||
Operating Revenues | $ 488,999 | $ 450,533 | $ 469,517 | $ 439,910 | $ 529,624 | $ 470,038 | $ 479,796 | $ 468,472 | $ 1,848,959 | [1] | $ 1,947,930 | [1] | $ 1,801,967 | [1] | ||||
Programming and direct operating expenses | 995,838 | 906,333 | 912,182 | |||||||||||||||
Selling, general and administrative | 550,193 | 592,220 | 543,065 | |||||||||||||||
Depreciation and amortization | 222,993 | 225,489 | 230,958 | |||||||||||||||
Impairment of goodwill and other intangible assets | 0 | 3,400 | 385,000 | |||||||||||||||
(Gain) loss on sales of real estate | (1,000) | 1,000 | (28,533) | (213,086) | 97 | |||||||||||||
Total operating expenses | 1,740,491 | 1,514,356 | 2,071,302 | |||||||||||||||
Total operating profit (loss) | 129,123 | (23,749) | 18,326 | (15,232) | 113,206 | 234,170 | 56,206 | 29,992 | 108,468 | [1] | 433,574 | [1] | (269,335) | [1] | ||||
(Loss) income on equity investment, net | 38,506 | 21,058 | 40,761 | 37,037 | 33,861 | 31,737 | 44,306 | 38,252 | 137,362 | 148,156 | 146,959 | |||||||
Interest and dividend income | 1,269 | 827 | 548 | 505 | 390 | 476 | 228 | 132 | 3,149 | 1,226 | 720 | |||||||
Interest expense | (40,055) | (40,389) | (40,185) | (38,758) | (38,211) | (38,296) | (38,071) | (38,141) | (159,387) | (152,719) | (148,587) | |||||||
Loss on extinguishments and modification of debt | 0 | [2] | (1,435) | [2] | 0 | [2] | (19,052) | [2] | (20,487) | [2] | 0 | (37,040) | ||||||
Gain on investment transactions, net | (2,486) | [2] | 5,667 | [2] | 0 | [2] | 4,950 | [2] | 8,131 | [2] | 0 | 12,173 | ||||||
Write-downs of investments | (12,694) | [2] | 0 | [2] | (58,800) | [2] | (122,000) | [2] | (193,494) | [2] | 0 | 0 | ||||||
Other non-operating items, net | (2,038) | 4,005 | 5,691 | |||||||||||||||
Intercompany income (charges) | 0 | 0 | 0 | |||||||||||||||
(Loss) Income from Continuing Operations Before Income Taxes | 113,032 | (38,774) | (39,728) | (152,826) | 114,007 | 227,710 | 62,228 | 30,297 | (118,296) | 434,242 | (289,419) | |||||||
Income tax benefit | (219,767) | (20,087) | (9,905) | (51,614) | 43,280 | 73,871 | 214,856 | 15,195 | (301,373) | 347,202 | 25,918 | |||||||
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes | 0 | 0 | 0 | |||||||||||||||
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | 179,699 | 87,040 | (315,337) | |||||||||||||||
Income (Loss) from Continuing Operations | 332,799 | (18,687) | (29,823) | (101,212) | 70,727 | 153,839 | (152,628) | 15,102 | 183,077 | 87,040 | (315,337) | |||||||
Income (Loss) from Discontinued Operations, net of taxes | (619) | 0 | (579) | 15,618 | (51,776) | (8,074) | (8,935) | (4,009) | 14,420 | (72,794) | (4,581) | |||||||
Net Income (Loss) | 332,180 | (18,687) | (30,402) | (85,594) | 197,497 | 14,246 | (319,918) | |||||||||||
Net income from continuing operations attributable to noncontrolling interests | (3,378) | 0 | 0 | 0 | (3,378) | 0 | 0 | |||||||||||
Net Income (Loss) Attributable to Tribune Media Company | $ 328,802 | $ (18,687) | $ (30,402) | $ (85,594) | $ 18,951 | $ 145,765 | $ (161,563) | $ 11,093 | 194,119 | 14,246 | (319,918) | |||||||
Comprehensive Income (Loss) attributable to Tribune Media Company | 227,840 | 3,480 | (344,393) | |||||||||||||||
Consolidation, Eliminations | ||||||||||||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||||||||||||
Operating Revenues | 0 | 0 | 0 | |||||||||||||||
Programming and direct operating expenses | 0 | 0 | 0 | |||||||||||||||
Selling, general and administrative | 0 | 0 | 0 | |||||||||||||||
Depreciation and amortization | 0 | 0 | 0 | |||||||||||||||
Impairment of goodwill and other intangible assets | 0 | 0 | ||||||||||||||||
(Gain) loss on sales of real estate | 0 | 0 | 0 | |||||||||||||||
Total operating expenses | 0 | 0 | 0 | |||||||||||||||
Total operating profit (loss) | 0 | 0 | 0 | |||||||||||||||
(Loss) income on equity investment, net | 0 | 0 | 0 | |||||||||||||||
Interest and dividend income | 0 | 0 | 0 | |||||||||||||||
Interest expense | 0 | 0 | 0 | |||||||||||||||
Loss on extinguishments and modification of debt | 0 | 0 | ||||||||||||||||
Gain on investment transactions, net | 0 | 0 | ||||||||||||||||
Write-downs of investments | 0 | |||||||||||||||||
Other non-operating items, net | 0 | 0 | 0 | |||||||||||||||
Intercompany income (charges) | 0 | 0 | 0 | |||||||||||||||
(Loss) Income from Continuing Operations Before Income Taxes | 0 | 0 | 0 | |||||||||||||||
Income tax benefit | 0 | 0 | 0 | |||||||||||||||
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes | (359,477) | (253,599) | 202,427 | |||||||||||||||
Income (Loss) from Continuing Operations | (359,477) | (253,599) | 202,427 | |||||||||||||||
Income (Loss) from Discontinued Operations, net of taxes | 1,097 | 60,754 | 3,376 | |||||||||||||||
Net Income (Loss) | (358,380) | |||||||||||||||||
Net income from continuing operations attributable to noncontrolling interests | 0 | |||||||||||||||||
Net Income (Loss) Attributable to Tribune Media Company | (358,380) | (192,845) | 205,803 | |||||||||||||||
Comprehensive Income (Loss) attributable to Tribune Media Company | (377,518) | (188,634) | 220,021 | |||||||||||||||
Parent Company | Reportable Legal Entities | ||||||||||||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||||||||||||
Operating Revenues | 0 | 0 | 0 | |||||||||||||||
Programming and direct operating expenses | 0 | 0 | 0 | |||||||||||||||
Selling, general and administrative | 106,297 | 97,022 | 95,163 | |||||||||||||||
Depreciation and amortization | 11,522 | 11,249 | 7,465 | |||||||||||||||
Impairment of goodwill and other intangible assets | 0 | 0 | ||||||||||||||||
(Gain) loss on sales of real estate | 0 | 0 | 0 | |||||||||||||||
Total operating expenses | 117,819 | 108,271 | 102,628 | |||||||||||||||
Total operating profit (loss) | (117,819) | (108,271) | (102,628) | |||||||||||||||
(Loss) income on equity investment, net | (2,016) | (2,549) | (240) | |||||||||||||||
Interest and dividend income | 3,085 | 1,149 | 510 | |||||||||||||||
Interest expense | (158,984) | (151,893) | (147,616) | |||||||||||||||
Loss on extinguishments and modification of debt | (20,436) | (37,040) | ||||||||||||||||
Gain on investment transactions, net | 4,807 | 791 | ||||||||||||||||
Write-downs of investments | (10,194) | |||||||||||||||||
Other non-operating items, net | (1,557) | 4,005 | 7,880 | |||||||||||||||
Intercompany income (charges) | 110,254 | 103,327 | 90,993 | |||||||||||||||
(Loss) Income from Continuing Operations Before Income Taxes | (192,860) | (154,232) | (187,350) | |||||||||||||||
Income tax benefit | (28,578) | 13,610 | (72,742) | |||||||||||||||
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes | 343,981 | 254,882 | (200,729) | |||||||||||||||
Income (Loss) from Continuing Operations | 179,699 | 87,040 | (315,337) | |||||||||||||||
Income (Loss) from Discontinued Operations, net of taxes | 14,420 | (72,794) | (4,581) | |||||||||||||||
Net Income (Loss) | 194,119 | |||||||||||||||||
Net income from continuing operations attributable to noncontrolling interests | 0 | |||||||||||||||||
Net Income (Loss) Attributable to Tribune Media Company | 194,119 | 14,246 | (319,918) | |||||||||||||||
Comprehensive Income (Loss) attributable to Tribune Media Company | 227,840 | 3,480 | (344,393) | |||||||||||||||
Guarantor Subsidiaries | Reportable Legal Entities | ||||||||||||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||||||||||||
Operating Revenues | 1,838,997 | 1,938,116 | 1,788,828 | |||||||||||||||
Programming and direct operating expenses | 989,385 | 902,843 | 903,844 | |||||||||||||||
Selling, general and administrative | 440,555 | 491,753 | 446,370 | |||||||||||||||
Depreciation and amortization | 198,949 | 201,504 | 210,465 | |||||||||||||||
Impairment of goodwill and other intangible assets | 3,400 | 385,000 | ||||||||||||||||
(Gain) loss on sales of real estate | (365) | (213,086) | 97 | |||||||||||||||
Total operating expenses | 1,628,524 | 1,386,414 | 1,945,776 | |||||||||||||||
Total operating profit (loss) | 210,473 | 551,702 | (156,948) | |||||||||||||||
(Loss) income on equity investment, net | 139,378 | 150,705 | 147,199 | |||||||||||||||
Interest and dividend income | 64 | 77 | 208 | |||||||||||||||
Interest expense | 0 | 0 | (5) | |||||||||||||||
Loss on extinguishments and modification of debt | 0 | 0 | ||||||||||||||||
Gain on investment transactions, net | 3,324 | 8,132 | ||||||||||||||||
Write-downs of investments | (183,300) | |||||||||||||||||
Other non-operating items, net | (481) | 0 | (2,189) | |||||||||||||||
Intercompany income (charges) | (110,018) | (102,979) | (90,637) | |||||||||||||||
(Loss) Income from Continuing Operations Before Income Taxes | 59,440 | 599,505 | (94,240) | |||||||||||||||
Income tax benefit | (233,326) | 231,136 | 101,450 | |||||||||||||||
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes | 15,496 | (1,283) | (1,698) | |||||||||||||||
Income (Loss) from Continuing Operations | 308,262 | 367,086 | (197,388) | |||||||||||||||
Income (Loss) from Discontinued Operations, net of taxes | (1,904) | (62,777) | 420 | |||||||||||||||
Net Income (Loss) | 306,358 | |||||||||||||||||
Net income from continuing operations attributable to noncontrolling interests | 0 | |||||||||||||||||
Net Income (Loss) Attributable to Tribune Media Company | 306,358 | 304,309 | (196,968) | |||||||||||||||
Comprehensive Income (Loss) attributable to Tribune Media Company | 312,382 | 301,913 | (201,018) | |||||||||||||||
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||||||||||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||||||||||||
Operating Revenues | 9,962 | 9,814 | 13,139 | |||||||||||||||
Programming and direct operating expenses | 6,453 | 3,490 | 8,338 | |||||||||||||||
Selling, general and administrative | 3,341 | 3,445 | 1,532 | |||||||||||||||
Depreciation and amortization | 12,522 | 12,736 | 13,028 | |||||||||||||||
Impairment of goodwill and other intangible assets | 0 | 0 | ||||||||||||||||
(Gain) loss on sales of real estate | (28,168) | 0 | 0 | |||||||||||||||
Total operating expenses | (5,852) | 19,671 | 22,898 | |||||||||||||||
Total operating profit (loss) | 15,814 | (9,857) | (9,759) | |||||||||||||||
(Loss) income on equity investment, net | 0 | 0 | 0 | |||||||||||||||
Interest and dividend income | 0 | 0 | 2 | |||||||||||||||
Interest expense | (403) | (826) | (966) | |||||||||||||||
Loss on extinguishments and modification of debt | (51) | 0 | ||||||||||||||||
Gain on investment transactions, net | 0 | 3,250 | ||||||||||||||||
Write-downs of investments | 0 | |||||||||||||||||
Other non-operating items, net | 0 | 0 | 0 | |||||||||||||||
Intercompany income (charges) | (236) | (348) | (356) | |||||||||||||||
(Loss) Income from Continuing Operations Before Income Taxes | 15,124 | (11,031) | (7,829) | |||||||||||||||
Income tax benefit | (39,469) | 102,456 | (2,790) | |||||||||||||||
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes | 0 | 0 | 0 | |||||||||||||||
Income (Loss) from Continuing Operations | 54,593 | (113,487) | (5,039) | |||||||||||||||
Income (Loss) from Discontinued Operations, net of taxes | 807 | 2,023 | (3,796) | |||||||||||||||
Net Income (Loss) | 55,400 | |||||||||||||||||
Net income from continuing operations attributable to noncontrolling interests | (3,378) | |||||||||||||||||
Net Income (Loss) Attributable to Tribune Media Company | 52,022 | (111,464) | (8,835) | |||||||||||||||
Comprehensive Income (Loss) attributable to Tribune Media Company | $ 65,136 | $ (113,279) | $ (19,003) | |||||||||||||||
[1] | (1)See Note 2 for the disclosures of operating revenues and operating (loss) profit included in discontinued operations for the historical periods. | |||||||||||||||||
[2] | See Note 5 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2017 and 2016. |
Condensed Consolidated Finan127
Condensed Consolidated Financial Statements - Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | |
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | $ 673,685 | $ 577,658 | $ 247,820 | $ 1,455,183 | |
Restricted cash and cash equivalents | 17,566 | 17,566 | |||
Accounts receivable, net | 420,095 | 429,112 | |||
Broadcast rights | 129,174 | 157,817 | |||
Income taxes receivable | 18,274 | 9,056 | |||
Current assets of discontinued operations | 0 | 62,605 | |||
Prepaid expenses | 20,158 | 35,862 | |||
Other | 14,039 | 6,624 | |||
Total current assets | 1,292,991 | 1,296,300 | |||
Property, plant and equipment | 673,682 | 711,068 | |||
Accumulated depreciation | (233,387) | (187,148) | |||
Net properties | 440,295 | 523,920 | |||
Investments in subsidiaries | 0 | 0 | |||
Broadcast rights | 133,683 | 153,457 | |||
Goodwill | 3,228,988 | 3,227,930 | 3,228,224 | ||
Other intangible assets, net | 1,613,665 | 1,819,134 | |||
Non-current assets of discontinued operations | 0 | 608,153 | |||
Assets held for sale | [1] | 38,900 | 17,176 | ||
Investments | 1,281,791 | 1,674,883 | |||
Intercompany receivables | 0 | 0 | |||
Other | 139,015 | 80,098 | |||
Intercompany loan receivable | 0 | ||||
Total other assets | 6,436,042 | 7,580,831 | |||
Total Assets | [2] | 8,169,328 | 9,401,051 | ||
Accounts payable | 48,319 | 60,553 | |||
Debt due within one year | 0 | 19,924 | |||
Income taxes payable | 36,252 | 21,166 | |||
Contract payable for broadcast rights | 253,244 | 241,255 | |||
Deferred revenue | 11,942 | 13,690 | |||
Interest payable | 30,525 | 30,305 | |||
Deferred spectrum auction proceeds | 172,102 | 0 | |||
Current liabilities of discontinued operations | 0 | 54,284 | |||
Other | 101,883 | 109,676 | |||
Total current liabilities | 654,267 | 550,853 | |||
Long-term debt | 2,919,185 | 3,391,627 | |||
Intercompany loan payable | 0 | ||||
Deferred income taxes | 508,174 | 984,248 | |||
Contracts payable for broadcast rights | 300,420 | 314,840 | |||
Intercompany payables | 0 | 0 | |||
Other | 570,102 | 518,486 | |||
Non-current liabilities of discontinued operations | 0 | 95,314 | |||
Total non-current liabilities | 4,297,881 | 5,304,515 | |||
Total Liabilities | [2] | 4,952,148 | 5,855,368 | ||
Common Stock | 101 | 100 | |||
Treasury stock | (632,194) | (632,207) | |||
Additional paid-in-capital | 4,011,530 | 4,561,760 | |||
Retained (deficit) earnings | (114,240) | (308,105) | |||
Accumulated other comprehensive (loss) income | (48,061) | (81,782) | (71,016) | ||
Total Tribune Media Company shareholders’ equity (deficit) | 3,217,136 | 3,539,766 | |||
Noncontrolling interests | 44 | 5,917 | |||
Total shareholders’ equity | 3,217,180 | 3,545,683 | 3,831,722 | 5,195,431 | |
Total Liabilities and Shareholders’ Equity | 8,169,328 | 9,401,051 | |||
Consolidation, Eliminations | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | |
Restricted cash and cash equivalents | 0 | 0 | |||
Accounts receivable, net | 0 | 0 | |||
Broadcast rights | 0 | 0 | |||
Income taxes receivable | 0 | 0 | |||
Current assets of discontinued operations | 0 | ||||
Prepaid expenses | 0 | 0 | |||
Other | 0 | 0 | |||
Total current assets | 0 | 0 | |||
Property, plant and equipment | 0 | 0 | |||
Accumulated depreciation | 0 | 0 | |||
Net properties | 0 | 0 | |||
Investments in subsidiaries | (10,453,558) | (10,609,030) | |||
Broadcast rights | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Non-current assets of discontinued operations | 0 | ||||
Assets held for sale | 0 | 0 | |||
Investments | 0 | 0 | |||
Intercompany receivables | (9,458,712) | (8,232,637) | |||
Other | (62,477) | (49,279) | |||
Intercompany loan receivable | (27,000) | ||||
Total other assets | (9,521,189) | (8,308,916) | |||
Total Assets | (19,974,747) | (18,917,946) | |||
Accounts payable | 0 | 0 | |||
Debt due within one year | 0 | ||||
Income taxes payable | 0 | 0 | |||
Contract payable for broadcast rights | 0 | 0 | |||
Deferred revenue | 0 | 0 | |||
Interest payable | 0 | 0 | |||
Deferred spectrum auction proceeds | 0 | ||||
Current liabilities of discontinued operations | 0 | ||||
Other | 0 | 0 | |||
Total current liabilities | 0 | 0 | |||
Long-term debt | 0 | 0 | |||
Intercompany loan payable | (27,000) | ||||
Deferred income taxes | (62,477) | (49,279) | |||
Contracts payable for broadcast rights | 0 | 0 | |||
Intercompany payables | (9,458,712) | (8,232,637) | |||
Other | 0 | 0 | |||
Non-current liabilities of discontinued operations | 0 | ||||
Total non-current liabilities | (9,521,189) | (8,308,916) | |||
Total Liabilities | (9,521,189) | (8,308,916) | |||
Common Stock | 0 | 0 | |||
Treasury stock | 0 | 0 | |||
Additional paid-in-capital | (9,243,007) | (9,775,997) | |||
Retained (deficit) earnings | (1,212,507) | (854,127) | |||
Accumulated other comprehensive (loss) income | 1,956 | 21,094 | |||
Total Tribune Media Company shareholders’ equity (deficit) | (10,453,558) | (10,609,030) | |||
Noncontrolling interests | 0 | 0 | |||
Total shareholders’ equity | (10,453,558) | (10,609,030) | |||
Total Liabilities and Shareholders’ Equity | (19,974,747) | (18,917,946) | |||
Parent Company | Reportable Legal Entities | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | 670,302 | 574,638 | 235,508 | 1,433,388 | |
Restricted cash and cash equivalents | 17,566 | 17,566 | |||
Accounts receivable, net | 143 | 198 | |||
Broadcast rights | 0 | 0 | |||
Income taxes receivable | 0 | 0 | |||
Current assets of discontinued operations | 0 | ||||
Prepaid expenses | 8,647 | 11,640 | |||
Other | 12,487 | 4,894 | |||
Total current assets | 709,145 | 608,936 | |||
Property, plant and equipment | 58,622 | 55,529 | |||
Accumulated depreciation | (29,505) | (21,635) | |||
Net properties | 29,117 | 33,894 | |||
Investments in subsidiaries | 10,378,948 | 10,502,544 | |||
Broadcast rights | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Non-current assets of discontinued operations | 0 | ||||
Assets held for sale | 0 | 0 | |||
Investments | 850 | 19,079 | |||
Intercompany receivables | 2,520,570 | 2,326,261 | |||
Other | 65,743 | 51,479 | |||
Intercompany loan receivable | 27,000 | ||||
Total other assets | 2,587,163 | 2,423,819 | |||
Total Assets | 13,704,373 | 13,569,193 | |||
Accounts payable | 24,529 | 29,827 | |||
Debt due within one year | 15,921 | ||||
Income taxes payable | 0 | 0 | |||
Contract payable for broadcast rights | 0 | 0 | |||
Deferred revenue | 0 | 0 | |||
Interest payable | 30,525 | 30,301 | |||
Deferred spectrum auction proceeds | 0 | ||||
Current liabilities of discontinued operations | 0 | ||||
Other | 44,817 | 38,867 | |||
Total current liabilities | 99,871 | 114,916 | |||
Long-term debt | 2,919,185 | 3,380,860 | |||
Intercompany loan payable | 0 | ||||
Deferred income taxes | 0 | 0 | |||
Contracts payable for broadcast rights | 0 | 0 | |||
Intercompany payables | 7,044,972 | 6,065,424 | |||
Other | 423,209 | 468,227 | |||
Non-current liabilities of discontinued operations | 0 | ||||
Total non-current liabilities | 10,387,366 | 9,914,511 | |||
Total Liabilities | 10,487,237 | 10,029,427 | |||
Common Stock | 101 | 100 | |||
Treasury stock | (632,194) | (632,207) | |||
Additional paid-in-capital | 4,011,530 | 4,561,760 | |||
Retained (deficit) earnings | (114,240) | (308,105) | |||
Accumulated other comprehensive (loss) income | (48,061) | (81,782) | |||
Total Tribune Media Company shareholders’ equity (deficit) | 3,217,136 | 3,539,766 | |||
Noncontrolling interests | 0 | 0 | |||
Total shareholders’ equity | 3,217,136 | 3,539,766 | |||
Total Liabilities and Shareholders’ Equity | 13,704,373 | 13,569,193 | |||
Guarantor Subsidiaries | Reportable Legal Entities | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | 1,501 | 720 | 7,011 | 12,204 | |
Restricted cash and cash equivalents | 0 | 0 | |||
Accounts receivable, net | 418,950 | 428,254 | |||
Broadcast rights | 126,668 | 155,266 | |||
Income taxes receivable | 18,274 | 9,056 | |||
Current assets of discontinued operations | 37,300 | ||||
Prepaid expenses | 11,245 | 24,074 | |||
Other | 1,552 | 1,729 | |||
Total current assets | 578,190 | 656,399 | |||
Property, plant and equipment | 557,394 | 547,601 | |||
Accumulated depreciation | (196,644) | (159,472) | |||
Net properties | 360,750 | 388,129 | |||
Investments in subsidiaries | 74,610 | 106,486 | |||
Broadcast rights | 133,567 | 153,374 | |||
Goodwill | 3,220,300 | 3,220,300 | |||
Other intangible assets, net | 1,534,761 | 1,729,829 | |||
Non-current assets of discontinued operations | 514,200 | ||||
Assets held for sale | 38,900 | 17,176 | |||
Investments | 1,258,851 | 1,637,909 | |||
Intercompany receivables | 6,527,083 | 5,547,542 | |||
Other | 135,373 | 75,191 | |||
Intercompany loan receivable | 0 | ||||
Total other assets | 12,848,835 | 12,895,521 | |||
Total Assets | 13,862,385 | 14,046,535 | |||
Accounts payable | 22,487 | 29,703 | |||
Debt due within one year | 0 | ||||
Income taxes payable | 36,252 | 21,130 | |||
Contract payable for broadcast rights | 250,553 | 238,497 | |||
Deferred revenue | 11,074 | 13,593 | |||
Interest payable | 0 | 0 | |||
Deferred spectrum auction proceeds | 172,102 | ||||
Current liabilities of discontinued operations | 44,763 | ||||
Other | 57,063 | 70,589 | |||
Total current liabilities | 549,531 | 418,275 | |||
Long-term debt | 0 | 0 | |||
Intercompany loan payable | 27,000 | ||||
Deferred income taxes | 485,608 | 871,923 | |||
Contracts payable for broadcast rights | 300,269 | 314,755 | |||
Intercompany payables | 2,148,695 | 1,912,259 | |||
Other | 121,870 | 50,239 | |||
Non-current liabilities of discontinued operations | 86,517 | ||||
Total non-current liabilities | 3,056,442 | 3,262,693 | |||
Total Liabilities | 3,605,973 | 3,680,968 | |||
Common Stock | 0 | 0 | |||
Treasury stock | 0 | 0 | |||
Additional paid-in-capital | 9,040,065 | 9,486,179 | |||
Retained (deficit) earnings | 1,219,023 | 888,088 | |||
Accumulated other comprehensive (loss) income | (2,676) | (8,700) | |||
Total Tribune Media Company shareholders’ equity (deficit) | 10,256,412 | 10,365,567 | |||
Noncontrolling interests | 0 | ||||
Total shareholders’ equity | 10,256,412 | 10,365,567 | |||
Total Liabilities and Shareholders’ Equity | 13,862,385 | 14,046,535 | |||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||
Condensed Balance Sheet Statements, Captions [Line Items] | |||||
Cash and cash equivalents | 1,882 | 2,300 | $ 5,301 | $ 9,591 | |
Restricted cash and cash equivalents | 0 | 0 | |||
Accounts receivable, net | 1,002 | 660 | |||
Broadcast rights | 2,506 | 2,551 | |||
Income taxes receivable | 0 | 0 | |||
Current assets of discontinued operations | 25,305 | ||||
Prepaid expenses | 266 | 148 | |||
Other | 0 | 1 | |||
Total current assets | 5,656 | 30,965 | |||
Property, plant and equipment | 57,666 | 107,938 | |||
Accumulated depreciation | (7,238) | (6,041) | |||
Net properties | 50,428 | 101,897 | |||
Investments in subsidiaries | 0 | 0 | |||
Broadcast rights | 116 | 83 | |||
Goodwill | 8,688 | 7,630 | |||
Other intangible assets, net | 78,904 | 89,305 | |||
Non-current assets of discontinued operations | 93,953 | ||||
Assets held for sale | 0 | 0 | |||
Investments | 22,090 | 17,895 | |||
Intercompany receivables | 411,059 | 358,834 | |||
Other | 376 | 2,707 | |||
Intercompany loan receivable | 0 | ||||
Total other assets | 521,233 | 570,407 | |||
Total Assets | 577,317 | 703,269 | |||
Accounts payable | 1,303 | 1,023 | |||
Debt due within one year | 4,003 | ||||
Income taxes payable | 0 | 36 | |||
Contract payable for broadcast rights | 2,691 | 2,758 | |||
Deferred revenue | 868 | 97 | |||
Interest payable | 0 | 4 | |||
Deferred spectrum auction proceeds | 0 | ||||
Current liabilities of discontinued operations | 9,521 | ||||
Other | 3 | 220 | |||
Total current liabilities | 4,865 | 17,662 | |||
Long-term debt | 0 | 10,767 | |||
Intercompany loan payable | 0 | ||||
Deferred income taxes | 85,043 | 161,604 | |||
Contracts payable for broadcast rights | 151 | 85 | |||
Intercompany payables | 265,045 | 254,954 | |||
Other | 25,023 | 20 | |||
Non-current liabilities of discontinued operations | 8,797 | ||||
Total non-current liabilities | 375,262 | 436,227 | |||
Total Liabilities | 380,127 | 453,889 | |||
Common Stock | 0 | 0 | |||
Treasury stock | 0 | 0 | |||
Additional paid-in-capital | 202,942 | 289,818 | |||
Retained (deficit) earnings | (6,516) | (33,961) | |||
Accumulated other comprehensive (loss) income | 720 | (12,394) | |||
Total Tribune Media Company shareholders’ equity (deficit) | 197,146 | 243,463 | |||
Noncontrolling interests | 44 | 5,917 | |||
Total shareholders’ equity | 197,190 | 249,380 | |||
Total Liabilities and Shareholders’ Equity | $ 577,317 | $ 703,269 | |||
[1] | (4)See Note 2 for information regarding discontinued operations and Note 6 for information regarding assets held for sale. | ||||
[2] | The Company’s consolidated total assets as of December 31, 2017 and December 31, 2016 include total assets of variable interest entities (“VIEs”) of $81 million and $97 million, respectively, which can only be used to settle the obligations of the VIEs. The Company’s consolidated total liabilities as of December 31, 2017 and December 31, 2016 include total liabilities of the VIEs of $29 million and $3 million, respectively, for which the creditors of the VIEs have no recourse to the Company (see Note 1). |
Condensed Consolidated Finan128
Condensed Consolidated Financial Statements - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||||
Net cash (used in) provided by operating activities | $ 222,502 | $ 284,163 | $ 25,944 | |||||
Capital expenditures | (66,832) | (99,659) | (89,084) | |||||
Investments | (5,065) | (5,993) | (23,042) | |||||
Acquisitions, net of cash acquired | 0 | 0 | (74,959) | |||||
Net proceeds from the sale of business | 557,793 | 0 | 0 | |||||
Proceeds from FCC spectrum auction | 172,102 | 0 | 0 | |||||
Sale of partial interest of equity method investment | 142,552 | 0 | 0 | |||||
Proceeds from sales of real estate and other assets | 144,464 | 507,692 | 4,930 | |||||
Proceeds from sales of investments | 5,769 | 0 | 44,982 | |||||
Distributions from equity investment | 3,768 | 0 | 10,328 | |||||
Other | 1,789 | 297 | 1,112 | |||||
Intercompany dividends | 0 | |||||||
Net cash provided by (used in) investing activities | 956,340 | 402,337 | (125,733) | |||||
Long-term borrowings | 202,694 | 0 | 1,100,000 | |||||
Repayments of Long-term Debt | (703,527) | (27,842) | (1,114,262) | |||||
Long-term debt issuance debt | (1,689) | (736) | (20,202) | |||||
Payments of dividends | (586,336) | (90,296) | (719,919) | |||||
Tax withholdings related to net share settlements of share-based awards | (8,774) | (4,553) | (4,421) | |||||
Proceeds from stock option exercises | 11,317 | 0 | 166 | |||||
Common stock repurchases | 0 | (232,065) | (339,942) | |||||
(Distributions to) contributions from noncontrolling interests, net | (9,251) | 393 | 5,524 | |||||
Settlements of contingent consideration, net | 0 | (3,636) | 1,174 | |||||
Change in excess tax benefits from stock-based awards | 0 | 0 | (868) | |||||
Intercompany dividends | 0 | |||||||
Change in intercompany receivables and payables and intercompany contributions (1) | 0 | [1] | 0 | 0 | ||||
Net cash used in financing activities | (1,095,566) | (358,735) | (1,092,750) | |||||
Net Increase (Decrease) in Cash and Cash Equivalents | 83,276 | 327,765 | (1,192,539) | |||||
Cash and cash equivalents, beginning of year | 590,409 | 262,644 | 1,455,183 | |||||
Cash and cash equivalents, end of year | 673,685 | 590,409 | 262,644 | |||||
Cash and Cash Equivalents are Comprised of: | ||||||||
Cash and cash equivalents | $ 673,685 | $ 577,658 | $ 247,820 | $ 1,455,183 | ||||
Cash and cash equivalents classified as discontinued operations | 0 | 12,751 | 14,824 | |||||
Cash and cash equivalents, end of year | 590,409 | 262,644 | 1,455,183 | 673,685 | 590,409 | 262,644 | 1,455,183 | |
Non-cash settlement of intercompany balances | 54,000 | 56,000 | ||||||
Consolidation, Eliminations | ||||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||||
Net cash (used in) provided by operating activities | 0 | 0 | 0 | |||||
Capital expenditures | 0 | 0 | 0 | |||||
Investments | 0 | 0 | 0 | |||||
Acquisitions, net of cash acquired | 0 | |||||||
Net proceeds from the sale of business | 0 | |||||||
Proceeds from FCC spectrum auction | 0 | |||||||
Sale of partial interest of equity method investment | 0 | |||||||
Proceeds from sales of real estate and other assets | 0 | 0 | 0 | |||||
Proceeds from sales of investments | 0 | 0 | ||||||
Distributions from equity investment | 0 | 0 | ||||||
Other | 0 | 0 | 0 | |||||
Intercompany dividends | (3,326) | |||||||
Net cash provided by (used in) investing activities | 0 | (3,326) | 0 | |||||
Long-term borrowings | 0 | 0 | ||||||
Repayments of Long-term Debt | 0 | 0 | 0 | |||||
Long-term debt issuance debt | 0 | 0 | 0 | |||||
Payments of dividends | 0 | 0 | 0 | |||||
Tax withholdings related to net share settlements of share-based awards | 0 | 0 | 0 | |||||
Proceeds from stock option exercises | 0 | 0 | ||||||
Common stock repurchases | 0 | 0 | ||||||
(Distributions to) contributions from noncontrolling interests, net | 0 | 0 | 0 | |||||
Settlements of contingent consideration, net | 0 | 0 | ||||||
Change in excess tax benefits from stock-based awards | 0 | |||||||
Intercompany dividends | 3,326 | |||||||
Change in intercompany receivables and payables and intercompany contributions (1) | 0 | [1] | 0 | 0 | ||||
Net cash used in financing activities | 0 | 3,326 | 0 | |||||
Net Increase (Decrease) in Cash and Cash Equivalents | 0 | 0 | 0 | |||||
Cash and cash equivalents, beginning of year | 0 | 0 | ||||||
Cash and cash equivalents, end of year | 0 | 0 | 0 | |||||
Cash and Cash Equivalents are Comprised of: | ||||||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | ||||
Cash and cash equivalents classified as discontinued operations | 0 | 0 | ||||||
Cash and cash equivalents, end of year | 0 | 0 | 0 | 0 | 0 | 0 | ||
Parent Company | Reportable Legal Entities | ||||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||||
Net cash (used in) provided by operating activities | (160,529) | (4,987) | (47,422) | |||||
Capital expenditures | (8,943) | (10,199) | (20,775) | |||||
Investments | 0 | (850) | (15,000) | |||||
Acquisitions, net of cash acquired | 0 | |||||||
Net proceeds from the sale of business | 574,817 | |||||||
Proceeds from FCC spectrum auction | 0 | |||||||
Sale of partial interest of equity method investment | 0 | |||||||
Proceeds from sales of real estate and other assets | 0 | 0 | 0 | |||||
Proceeds from sales of investments | 5,769 | 103 | ||||||
Distributions from equity investment | 0 | 0 | ||||||
Other | 0 | 0 | 0 | |||||
Intercompany dividends | 3,326 | |||||||
Net cash provided by (used in) investing activities | 571,643 | (7,723) | (35,672) | |||||
Long-term borrowings | 202,694 | 1,100,000 | ||||||
Repayments of Long-term Debt | (688,708) | (23,792) | (1,110,159) | |||||
Long-term debt issuance debt | (1,689) | (736) | (20,202) | |||||
Payments of dividends | (586,336) | (90,296) | (719,919) | |||||
Tax withholdings related to net share settlements of share-based awards | (8,774) | (4,553) | (4,421) | |||||
Proceeds from stock option exercises | 11,317 | 166 | ||||||
Common stock repurchases | (232,065) | (339,942) | ||||||
(Distributions to) contributions from noncontrolling interests, net | 0 | 0 | 0 | |||||
Settlements of contingent consideration, net | 0 | 0 | ||||||
Change in excess tax benefits from stock-based awards | (868) | |||||||
Intercompany dividends | 0 | |||||||
Change in intercompany receivables and payables and intercompany contributions (1) | 756,046 | [1] | 703,282 | (19,441) | ||||
Net cash used in financing activities | (315,450) | 351,840 | (1,114,786) | |||||
Net Increase (Decrease) in Cash and Cash Equivalents | 95,664 | 339,130 | (1,197,880) | |||||
Cash and cash equivalents, beginning of year | 574,638 | 235,508 | ||||||
Cash and cash equivalents, end of year | 670,302 | 574,638 | 235,508 | |||||
Cash and Cash Equivalents are Comprised of: | ||||||||
Cash and cash equivalents | 670,302 | 574,638 | 235,508 | 1,433,388 | ||||
Cash and cash equivalents classified as discontinued operations | 0 | 0 | ||||||
Cash and cash equivalents, end of year | 574,638 | 235,508 | 235,508 | 670,302 | 574,638 | 235,508 | ||
Guarantor Subsidiaries | Reportable Legal Entities | ||||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||||
Net cash (used in) provided by operating activities | 391,686 | 395,861 | 190,327 | |||||
Capital expenditures | (52,784) | (82,043) | (64,318) | |||||
Investments | (65) | (2,643) | (542) | |||||
Acquisitions, net of cash acquired | (5,109) | |||||||
Net proceeds from the sale of business | (5,249) | |||||||
Proceeds from FCC spectrum auction | 172,102 | |||||||
Sale of partial interest of equity method investment | 142,552 | |||||||
Proceeds from sales of real estate and other assets | 61,345 | 507,011 | 4,930 | |||||
Proceeds from sales of investments | 0 | 36,579 | ||||||
Distributions from equity investment | 3,768 | 10,328 | ||||||
Other | 984 | 297 | 1,112 | |||||
Intercompany dividends | 0 | |||||||
Net cash provided by (used in) investing activities | 322,653 | 422,622 | (17,020) | |||||
Long-term borrowings | 0 | 0 | ||||||
Repayments of Long-term Debt | 0 | 0 | (54) | |||||
Long-term debt issuance debt | 0 | 0 | 0 | |||||
Payments of dividends | 0 | 0 | 0 | |||||
Tax withholdings related to net share settlements of share-based awards | 0 | 0 | 0 | |||||
Proceeds from stock option exercises | 0 | 0 | ||||||
Common stock repurchases | 0 | 0 | ||||||
(Distributions to) contributions from noncontrolling interests, net | 0 | 0 | 0 | |||||
Settlements of contingent consideration, net | (750) | 4,088 | ||||||
Change in excess tax benefits from stock-based awards | 0 | |||||||
Intercompany dividends | (3,326) | |||||||
Change in intercompany receivables and payables and intercompany contributions (1) | (717,365) | [1] | (822,934) | (176,491) | ||||
Net cash used in financing activities | (717,365) | (827,010) | (172,457) | |||||
Net Increase (Decrease) in Cash and Cash Equivalents | (3,026) | (8,527) | 850 | |||||
Cash and cash equivalents, beginning of year | 4,527 | 13,054 | ||||||
Cash and cash equivalents, end of year | 1,501 | 4,527 | 13,054 | |||||
Cash and Cash Equivalents are Comprised of: | ||||||||
Cash and cash equivalents | 1,501 | 720 | 7,011 | 12,204 | ||||
Cash and cash equivalents classified as discontinued operations | 3,807 | 6,043 | ||||||
Cash and cash equivalents, end of year | 4,527 | 13,054 | 13,054 | 1,501 | 4,527 | 13,054 | ||
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||||
Net cash (used in) provided by operating activities | (8,655) | (106,711) | (116,961) | |||||
Capital expenditures | (5,105) | (7,417) | (3,991) | |||||
Investments | (5,000) | (2,500) | (7,500) | |||||
Acquisitions, net of cash acquired | (69,850) | |||||||
Net proceeds from the sale of business | (11,775) | |||||||
Proceeds from FCC spectrum auction | 0 | |||||||
Sale of partial interest of equity method investment | 0 | |||||||
Proceeds from sales of real estate and other assets | 83,119 | 681 | 0 | |||||
Proceeds from sales of investments | 0 | 8,300 | ||||||
Distributions from equity investment | 0 | 0 | ||||||
Other | 805 | 0 | 0 | |||||
Intercompany dividends | 0 | |||||||
Net cash provided by (used in) investing activities | 62,044 | (9,236) | (73,041) | |||||
Long-term borrowings | 0 | 0 | ||||||
Repayments of Long-term Debt | (14,819) | (4,050) | (4,049) | |||||
Long-term debt issuance debt | 0 | 0 | 0 | |||||
Payments of dividends | 0 | 0 | 0 | |||||
Tax withholdings related to net share settlements of share-based awards | 0 | 0 | 0 | |||||
Proceeds from stock option exercises | 0 | 0 | ||||||
Common stock repurchases | 0 | 0 | ||||||
(Distributions to) contributions from noncontrolling interests, net | (9,251) | 393 | 5,524 | |||||
Settlements of contingent consideration, net | (2,886) | (2,914) | ||||||
Change in excess tax benefits from stock-based awards | 0 | |||||||
Intercompany dividends | 0 | |||||||
Change in intercompany receivables and payables and intercompany contributions (1) | (38,681) | [1] | 119,652 | 195,932 | ||||
Net cash used in financing activities | (62,751) | 113,109 | 194,493 | |||||
Net Increase (Decrease) in Cash and Cash Equivalents | (9,362) | (2,838) | 4,491 | |||||
Cash and cash equivalents, beginning of year | 11,244 | 14,082 | ||||||
Cash and cash equivalents, end of year | 1,882 | 11,244 | 14,082 | |||||
Cash and Cash Equivalents are Comprised of: | ||||||||
Cash and cash equivalents | 1,882 | 2,300 | 5,301 | $ 9,591 | ||||
Cash and cash equivalents classified as discontinued operations | 8,944 | 8,781 | ||||||
Cash and cash equivalents, end of year | $ 11,244 | $ 14,082 | $ 14,082 | $ 1,882 | $ 11,244 | $ 14,082 | ||
[1] | Excludes the impact of a $54 million non-cash settlement of intercompany balances upon dissolution of certain Guarantor subsidiaries. |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
FCC licenses | Subsequent Event | |
Subsequent Event [Line Items] | |
Gain (Loss) on Disposition of Intangible Assets | $ 133 |