VARIABLE INTEREST ENTITIES

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

VARIABLE INTEREST ENTITIES:

Certain of our stations provide services to other station owners within the same respective market through agreements, such as LMAs, where we provide programming, sales, operational, and administrative services, and JSAs and SSAs, where we provide non-programming, sales, operational, and administrative services. In certain cases, we have also entered into purchase agreements or options to purchase the license related assets of the licensee. We typically own the majority of the non-license assets of the stations, and in some cases where the licensee acquired the license assets concurrent with our acquisition of the non-license assets of the station, we have provided guarantees to the bank for the licensee’s acquisition financing. The terms of the agreements vary, but generally have initial terms of over five years with several optional renewal terms. Based on the terms of the agreements and the significance of our investment in the stations, we are the primary beneficiary when, subject to the ultimate control of the licensees, we have the power to direct the activities which significantly impact the economic performance of the VIE through the services we provide and we absorb losses and returns that would be considered significant to the VIEs. The fees paid between us and the licensees pursuant to these arrangements are eliminated in consolidation. Several of these VIEs are owned by a related party, Cunningham.

In February 2019, we entered into a joint venture with an affiliate of the Chicago Cubs to establish and operate Marquee. Marquee simultaneously entered into a long term telecast rights agreement with the Chicago Cubs, providing Marquee with the rights to air certain live game telecasts and other content, which we guarantee. In connection with the RSN acquisition, we became party to a joint venture associated with one other regional sports network. We participate significantly in the economics and have the power to direct the activities which significantly impact the economic performance of these regional sports networks, including sales and certain operational services. We consolidate these regional sports networks because they are variable interest entities and we are the primary beneficiary.

The carrying amounts and classification of the assets and liabilities of the VIEs mentioned above, which have been included on our consolidated balance sheets as of the dates presented, were as follows (in millions):



	As of September 30, 2019		As of December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	36	$	—
Accounts receivable, net	32		28
Other current assets	8		7
Total current assets	76		35

Program contract costs, less current portion	1		2
Property and equipment, net	11		5
Operating lease assets	3		—
Goodwill and indefinite-lived intangible assets	15		15
Definite-lived intangible assets, net	191		68
Other assets	2		3
Total assets	$	299	$	128

LIABILITIES
Current liabilities:
Other current liabilities	$	22	$	18

Notes payable, finance leases and commercial bank financing, less current portion	16		19
Operating lease liabilities, less current portion	2		—
Program contracts payable, less current portion	7		9
Other long-term liabilities	1		1
Total liabilities	$	48	$	47

The amounts above represent the consolidated assets and liabilities of the VIEs described above, for which we are the primary beneficiary. Total liabilities associated with certain outsourcing agreements and purchase options with certain VIEs, which are excluded from the above, were $126 million and $125 million as of September 30, 2019 and December 31, 2018, respectively, as these amounts are eliminated in consolidation. The assets of each of these consolidated VIEs can only be used to settle the obligations of the VIE. As of September 30, 2019, all of the liabilities are non-recourse to us except for the debt of certain VIEs. See Debt of variable interest entities and guarantees of third-party debt under Note 3. Notes Payable and Commercial Bank Financing for further discussion. The risk and reward characteristics of the VIEs are similar.

Other VIEs

We have several investments in entities which are considered VIEs. However, we do not participate in the management of these entities, including the day-to-day operating decisions or other decisions which would allow us to control the entity, and therefore, we are not considered the primary beneficiary of these VIEs.

The carrying amounts of our investments in these VIEs for which we are not the primary beneficiary were $71 million as of September 30, 2019 and December 31, 2018. Our maximum exposure is equal to the carrying value of our investments. The income and loss related to equity method investments and other investments are recorded in loss from equity method investments and other income, net, respectively, on our consolidated statements of operations. We recorded losses of $13 million and $38 million for the three and nine months ended September 30, 2019, respectively, and losses of $10 million and $34 million for the three and nine months ended September 30, 2018, respectively. Included in these amounts is an investment in a sustainable energy company accounted for under the equity method. For the nine months ended September 30, 2019, this entity had net revenues, operating loss, and net loss of $1 million, $35 million, and $35 million, respectively. For the nine months ended September 30, 2018, this entity had net revenues, operating loss, and net loss of $2 million, $35 million, and $35 million, respectively.