Earnings Per Share

6 Months Ended

Jun. 30, 2019

NOTE 13: EARNINGS PER SHARE

The Company computes earnings per common share (“EPS”) under the two-class method which requires the allocation of all distributed and undistributed earnings attributable to the 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 June 30, 2019, there were 46,438 DEUs outstanding, which will vest at the time that the underlying RSU or PSU vests.

The Company computes basic EPS by dividing net income attributable to Tribune Media Company applicable to common shares by the weighted average number of common shares outstanding during the period. In accordance with the two-class method, undistributed earnings applicable to the Warrants are excluded from the computation of basic EPS. Diluted EPS is computed by dividing net income attributable to Tribune Media Company 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. In each of the three and six months ended June 30, 2019 and June 30, 2018, 30,551 of the weighted-average Warrants outstanding have been excluded from the below table. The calculation of basic and diluted EPS is presented below (in thousands, except for per share data):



	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
EPS numerator:
Net income, as reported	$	63,650	$	84,438	$	176,854	$	225,621
Net loss attributable to noncontrolling interests	7		4		11		10
Net income attributable to Tribune Media Company	63,657		84,442		176,865		225,631
Less: Dividends distributed to Warrants	8		8		15		15
Less: Undistributed earnings allocated to Warrants	14		22		46		63
Net income attributable to Tribune Media Company’s common shareholders for basic EPS	$	63,635	$	84,412	$	176,804	$	225,553
Add: Undistributed earnings allocated to dilutive securities	—		—		—		1
Net income attributable to Tribune Media Company’s common shareholders for diluted EPS	$	63,635	$	84,412	$	176,804	$	225,554
EPS denominator:
Weighted average shares outstanding - basic	88,342		87,628		88,133		87,556
Impact of dilutive securities	772		545		969		787
Weighted average shares outstanding - diluted	89,114		88,173		89,102		88,343
Net Income Per Common Share Attributable to Tribune Media Company:
Basic	$	0.72	$	0.96	$	2.01	$	2.58
Diluted	$	0.71	$	0.96	$	1.98	$	2.55

Because of their anti-dilutive effect, 553,359 and 563,257 common share equivalents, comprised of NSOs, PSUs, and RSUs, have been excluded from the diluted EPS calculation for the three and six months ended June 30, 2019, respectively. Because of their anti-diluted effect, 1,596,116 and 1,219,922 common share equivalents, comprised of NSOs, PSUs, and RSUs, have been excluded from the diluted EPS calculation for the three and six months ended June 30, 2018, respectively.