|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
16-0442930
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
7950 Jones Branch Drive, McLean, Virginia
|
|
22107-0150
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large Accelerated Filer
|
ý
|
Accelerated Filer
|
¨
|
|
|
|
|
Non-Accelerated Filer
|
¨
|
Smaller Reporting Company
|
¨
|
|
|
Jun. 28, 2015
|
|
Dec. 28, 2014
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
219,088
|
|
|
$
|
118,484
|
|
Trade receivables, less allowance for doubtful accounts (2015 - $20,722; 2014 - $16,498)
|
858,038
|
|
|
912,004
|
|
||
Other receivables
|
36,212
|
|
|
72,763
|
|
||
Inventories
|
37,993
|
|
|
38,861
|
|
||
Deferred income taxes
|
167,950
|
|
|
158,648
|
|
||
Assets held for sale
|
211,479
|
|
|
69,998
|
|
||
Prepaid expenses and other current assets
|
85,637
|
|
|
109,707
|
|
||
Total current assets
|
1,616,397
|
|
|
1,480,465
|
|
||
Property, plant and equipment
|
|
|
|
||||
Cost
|
3,595,275
|
|
|
3,901,869
|
|
||
Less accumulated depreciation
|
(2,219,824
|
)
|
|
(2,292,654
|
)
|
||
Net property, plant and equipment
|
1,375,451
|
|
|
1,609,215
|
|
||
Intangible and other assets
|
|
|
|
||||
Goodwill
|
4,525,618
|
|
|
4,499,927
|
|
||
Indefinite-lived and amortizable intangible assets, less accumulated amortization
|
3,219,719
|
|
|
3,239,593
|
|
||
Deferred income taxes
|
58,741
|
|
|
63,647
|
|
||
Investments and other assets
|
297,843
|
|
|
312,608
|
|
||
Total intangible and other assets
|
8,101,921
|
|
|
8,115,775
|
|
||
Total assets
(a)
|
$
|
11,093,769
|
|
|
$
|
11,205,455
|
|
|
Jun. 28, 2015
|
|
Dec. 28, 2014
|
||||
|
(Unaudited)
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and current portion of film contracts payable
|
$
|
227,706
|
|
|
$
|
281,784
|
|
Accrued expenses
|
502,710
|
|
|
564,628
|
|
||
Dividends payable
|
45,504
|
|
|
45,309
|
|
||
Income taxes
|
38,068
|
|
|
11,267
|
|
||
Deferred income
|
233,274
|
|
|
217,094
|
|
||
Current portion of long-term debt
|
7,854
|
|
|
7,854
|
|
||
Total current liabilities
|
1,055,116
|
|
|
1,127,936
|
|
||
Noncurrent liabilities
|
|
|
|
||||
Income taxes
|
57,762
|
|
|
56,578
|
|
||
Deferred income taxes
|
717,475
|
|
|
650,372
|
|
||
Long-term debt
|
4,453,202
|
|
|
4,488,028
|
|
||
Post-retirement medical and life insurance liabilities
|
91,110
|
|
|
97,648
|
|
||
Pension liabilities
|
787,734
|
|
|
941,715
|
|
||
Other noncurrent liabilities
|
291,244
|
|
|
333,435
|
|
||
Total noncurrent liabilities
|
6,398,527
|
|
|
6,567,776
|
|
||
Total liabilities
(a)
|
7,453,643
|
|
|
7,695,712
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interest
|
12,815
|
|
|
20,470
|
|
||
|
|
|
|
||||
Commitments and contingent liabilities (See Note 13)
|
|
|
|
|
|
||
|
|
|
|
||||
Equity
|
|
|
|
||||
TEGNA Inc. shareholders’ equity
|
|
|
|
||||
Preferred stock of $1 par value per share, 2,000,000 shares authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock of $1 par value per share, 800,000,000 shares authorized, 324,418,632 shares issued
|
324,419
|
|
|
324,419
|
|
||
Additional paid-in capital
|
524,094
|
|
|
546,406
|
|
||
Retained earnings
|
8,740,291
|
|
|
8,602,369
|
|
||
Accumulated other comprehensive loss
|
(760,383
|
)
|
|
(778,769
|
)
|
||
|
8,828,421
|
|
|
8,694,425
|
|
||
Less treasury stock, at cost (2015 - 97,946,786 shares; 2014 - 97,679,541 shares)
|
(5,461,276
|
)
|
|
(5,439,511
|
)
|
||
Total TEGNA Inc. shareholders’ equity
|
3,367,145
|
|
|
3,254,914
|
|
||
Noncontrolling interests
|
260,166
|
|
|
234,359
|
|
||
Total equity
|
3,627,311
|
|
|
3,489,273
|
|
||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
11,093,769
|
|
|
$
|
11,205,455
|
|
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||
|
Jun. 28, 2015
|
|
Jun. 29, 2014
|
|
Jun. 28, 2015
|
|
Jun. 29, 2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Operating Revenues
|
$
|
1,521,392
|
|
|
$
|
1,460,004
|
|
|
$
|
2,994,157
|
|
|
$
|
2,864,070
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of sales and operating expenses, exclusive of depreciation
|
710,865
|
|
|
775,627
|
|
|
1,411,504
|
|
|
1,543,159
|
|
||||
Selling, general and administrative expenses, exclusive of depreciation
|
439,094
|
|
|
353,779
|
|
|
886,338
|
|
|
708,992
|
|
||||
Depreciation
|
49,697
|
|
|
44,850
|
|
|
99,180
|
|
|
89,614
|
|
||||
Amortization of intangible assets
|
32,575
|
|
|
14,471
|
|
|
64,662
|
|
|
32,214
|
|
||||
Facility consolidation and asset impairment charges
|
20,795
|
|
|
28,775
|
|
|
33,179
|
|
|
43,595
|
|
||||
Total
|
1,253,026
|
|
|
1,217,502
|
|
|
2,494,863
|
|
|
2,417,574
|
|
||||
Operating income
|
268,366
|
|
|
242,502
|
|
|
499,294
|
|
|
446,496
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Non-operating (expense) income:
|
|
|
|
|
|
|
|
||||||||
Equity income in unconsolidated investees, net
|
2,638
|
|
|
156,540
|
|
|
7,696
|
|
|
165,031
|
|
||||
Interest expense
|
(69,341
|
)
|
|
(64,148
|
)
|
|
(140,100
|
)
|
|
(133,796
|
)
|
||||
Other non-operating items
|
(3,842
|
)
|
|
(2,982
|
)
|
|
18,938
|
|
|
(23,730
|
)
|
||||
Total
|
(70,545
|
)
|
|
89,410
|
|
|
(113,466
|
)
|
|
7,505
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
197,821
|
|
|
331,912
|
|
|
385,828
|
|
|
454,001
|
|
||||
Provision for income taxes
|
66,331
|
|
|
106,000
|
|
|
126,854
|
|
|
158,500
|
|
||||
Net income
|
131,490
|
|
|
225,912
|
|
|
258,974
|
|
|
295,501
|
|
||||
Net income attributable to noncontrolling interests
|
(15,623
|
)
|
|
(17,445
|
)
|
|
(30,213
|
)
|
|
(27,875
|
)
|
||||
Net income attributable to TEGNA Inc.
|
$
|
115,867
|
|
|
$
|
208,467
|
|
|
$
|
228,761
|
|
|
$
|
267,626
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share – basic
|
$
|
0.51
|
|
|
$
|
0.92
|
|
|
$
|
1.01
|
|
|
$
|
1.18
|
|
Net income per share – diluted
|
$
|
0.50
|
|
|
$
|
0.90
|
|
|
$
|
0.99
|
|
|
$
|
1.15
|
|
Dividends declared per share
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||
|
Jun. 28, 2015
|
|
Jun. 29, 2014
|
|
Jun. 28, 2015
|
|
Jun. 29, 2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
131,490
|
|
|
$
|
225,912
|
|
|
$
|
258,974
|
|
|
$
|
295,501
|
|
Redeemable noncontrolling interest (income not available to shareholders)
|
(52
|
)
|
|
(1,395
|
)
|
|
(1,285
|
)
|
|
(1,850
|
)
|
||||
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
32,703
|
|
|
12,809
|
|
|
394
|
|
|
17,462
|
|
||||
Pension and other post-retirement benefit items:
|
|
|
|
|
|
|
|
||||||||
Amortization of prior service credit, net
|
(618
|
)
|
|
(1,215
|
)
|
|
(1,236
|
)
|
|
(1,700
|
)
|
||||
Amortization of actuarial loss
|
15,713
|
|
|
11,798
|
|
|
31,408
|
|
|
23,233
|
|
||||
Remeasurement of post-retirement benefits liability
|
—
|
|
|
—
|
|
|
—
|
|
|
33,907
|
|
||||
Other
|
(22,936
|
)
|
|
(9,297
|
)
|
|
(4,397
|
)
|
|
(15,413
|
)
|
||||
Pension and other post-retirement benefit items
|
(7,841
|
)
|
|
1,286
|
|
|
25,775
|
|
|
40,027
|
|
||||
Other
|
—
|
|
|
819
|
|
|
—
|
|
|
1,061
|
|
||||
Other comprehensive income, before tax
|
24,862
|
|
|
14,914
|
|
|
26,169
|
|
|
58,550
|
|
||||
Income tax effect related to components of other comprehensive income
|
(847
|
)
|
|
(5,441
|
)
|
|
(9,988
|
)
|
|
(21,976
|
)
|
||||
Other comprehensive income, net of tax
|
24,015
|
|
|
9,473
|
|
|
16,181
|
|
|
36,574
|
|
||||
Comprehensive income
|
155,453
|
|
|
233,990
|
|
|
273,870
|
|
|
330,225
|
|
||||
Comprehensive income attributable to noncontrolling interests, net of tax
|
(18,932
|
)
|
|
(16,869
|
)
|
|
(26,723
|
)
|
|
(27,086
|
)
|
||||
Comprehensive income attributable to TEGNA Inc.
|
$
|
136,521
|
|
|
$
|
217,121
|
|
|
$
|
247,147
|
|
|
$
|
303,139
|
|
|
Twenty-six Weeks Ended
|
||||||
|
Jun. 28, 2015
|
|
Jun. 29, 2014
|
||||
|
|
|
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
258,974
|
|
|
$
|
295,501
|
|
Adjustments to reconcile net income to net cash flow from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
163,842
|
|
|
121,828
|
|
||
Facility consolidation and asset impairment charges
|
33,179
|
|
|
43,595
|
|
||
Pension contributions, net of pension expense
|
(122,512
|
)
|
|
(64,179
|
)
|
||
Equity income in unconsolidated investees, net
|
(7,696
|
)
|
|
(165,031
|
)
|
||
Stock-based compensation – equity awards
|
11,875
|
|
|
17,208
|
|
||
Change in other assets and liabilities, net
|
(42,254
|
)
|
|
106,017
|
|
||
Net cash flow from operating activities
|
295,408
|
|
|
354,939
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchase of property, plant and equipment
|
(55,021
|
)
|
|
(56,905
|
)
|
||
Payments for acquisitions, net of cash acquired
|
(37,292
|
)
|
|
(121,956
|
)
|
||
Payments for investments
|
(30,168
|
)
|
|
(5,318
|
)
|
||
Proceeds from investments
|
12,402
|
|
|
163,315
|
|
||
Proceeds from sale of certain assets
|
110,524
|
|
|
66,617
|
|
||
Net cash flow from investing activities
|
445
|
|
|
45,753
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from borrowings under revolving credit agreements
|
45,000
|
|
|
—
|
|
||
Payments of unsecured floating rate term loans
|
(19,888
|
)
|
|
(17,925
|
)
|
||
Payments of unsecured fixed rate notes
|
(66,568
|
)
|
|
(250,000
|
)
|
||
Dividends paid
|
(90,790
|
)
|
|
(90,848
|
)
|
||
Cost of common shares repurchased
|
(75,090
|
)
|
|
(75,815
|
)
|
||
Proceeds from issuance of common stock upon settlement of stock awards
|
22,150
|
|
|
10,362
|
|
||
Distribution to noncontrolling interests
|
(1,233
|
)
|
|
(877
|
)
|
||
Deferred payments for acquisitions
|
(8,896
|
)
|
|
(14,481
|
)
|
||
Net cash used for financing activities
|
(195,315
|
)
|
|
(439,584
|
)
|
||
Effect of currency exchange rate change on cash
|
66
|
|
|
355
|
|
||
Increase (decrease) in cash and cash equivalents
|
100,604
|
|
|
(38,537
|
)
|
||
Balance of cash and cash equivalents at beginning of period
|
118,484
|
|
|
469,203
|
|
||
Balance of cash and cash equivalents at end of period
|
$
|
219,088
|
|
|
$
|
430,666
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Cash paid for taxes, net of refunds
|
$
|
37,286
|
|
|
$
|
45,284
|
|
Cash paid for interest
|
$
|
134,580
|
|
|
$
|
122,989
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Payment for acquisition
|
$
|
(34,403
|
)
|
|
$
|
—
|
|
Assets held for sale proceeds
|
$
|
—
|
|
|
$
|
381,882
|
|
Capital expenditures
|
$
|
—
|
|
|
$
|
(6,565
|
)
|
In thousands
|
Jun. 28, 2015
|
|
Dec. 28, 2014
|
||||
|
|
|
|
||||
Current assets
|
$
|
18,857
|
|
|
$
|
20,541
|
|
Plant, property and equipment, net
|
9,711
|
|
|
10,084
|
|
||
Intangible and other assets
|
28,989
|
|
|
29,412
|
|
||
Total assets
|
$
|
57,557
|
|
|
$
|
60,037
|
|
|
|
|
|
||||
Current liabilities
|
$
|
10,342
|
|
|
$
|
11,635
|
|
Noncurrent liabilities
|
21,850
|
|
|
26,028
|
|
||
Total liabilities
|
$
|
32,192
|
|
|
$
|
37,663
|
|
In thousands
|
Jun. 28, 2015
|
|
Dec. 28, 2014
|
||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Gross
|
|
Accumulated Amortization
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
4,525,618
|
|
|
$
|
—
|
|
|
$
|
4,499,927
|
|
|
$
|
—
|
|
Indefinite-lived intangibles:
|
|
|
|
|
|
|
|
||||||||
Television station FCC licenses
|
1,191,950
|
|
|
—
|
|
|
1,191,950
|
|
|
—
|
|
||||
Mastheads and trade names
|
975,708
|
|
|
—
|
|
|
951,776
|
|
|
—
|
|
||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
1,100,567
|
|
|
256,326
|
|
|
1,078,738
|
|
|
212,438
|
|
||||
Other
|
279,377
|
|
|
71,557
|
|
|
282,856
|
|
|
53,289
|
|
In thousands
|
Broadcasting
|
|
Digital
|
|
Publishing
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at Dec. 28, 2014:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
2,578,601
|
|
|
$
|
1,488,139
|
|
|
$
|
7,662,543
|
|
|
$
|
11,729,283
|
|
Accumulated impairment losses
|
—
|
|
|
(151,970
|
)
|
|
(7,077,386
|
)
|
|
(7,229,356
|
)
|
||||
Net balance at Dec. 28, 2014
|
2,578,601
|
|
|
1,336,169
|
|
|
585,157
|
|
|
4,499,927
|
|
||||
Activity during the period:
|
|
|
|
|
|
|
|
||||||||
Acquisitions and adjustments
|
817
|
|
|
2,248
|
|
|
32,731
|
|
|
35,796
|
|
||||
Impairment
|
—
|
|
|
—
|
|
|
(5,940
|
)
|
|
(5,940
|
)
|
||||
Foreign currency exchange rate changes
|
—
|
|
|
(6,367
|
)
|
|
2,202
|
|
|
(4,165
|
)
|
||||
Total
|
817
|
|
|
(4,119
|
)
|
|
28,993
|
|
|
25,691
|
|
||||
Balance at Jun. 28, 2015:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
2,579,418
|
|
|
1,484,020
|
|
|
7,721,831
|
|
|
11,785,269
|
|
||||
Accumulated impairment losses
|
—
|
|
|
(151,970
|
)
|
|
(7,107,681
|
)
|
|
(7,259,651
|
)
|
||||
Net balance at Jun. 28, 2015
|
$
|
2,579,418
|
|
|
$
|
1,332,050
|
|
|
$
|
614,150
|
|
|
$
|
4,525,618
|
|
In thousands
|
Jun. 28, 2015
|
|
Dec. 28, 2014
|
||||
|
|
|
|
||||
Unsecured floating rate term loan due quarterly through August 2018
|
$
|
107,400
|
|
|
$
|
123,200
|
|
VIE unsecured floating rate term loans due quarterly through December 2018
|
29,291
|
|
|
33,379
|
|
||
Unsecured notes bearing fixed rate interest at 10% due June 2015
|
—
|
|
|
66,568
|
|
||
Unsecured notes bearing fixed rate interest at 6.375% due September 2015
|
250,000
|
|
|
250,000
|
|
||
Unsecured notes bearing fixed rate interest at 10% due April 2016
|
193,429
|
|
|
193,429
|
|
||
Borrowings under revolving credit agreement expiring August 2018
|
685,000
|
|
|
640,000
|
|
||
Unsecured notes bearing fixed rate interest at 7.125% due September 2018
|
250,000
|
|
|
250,000
|
|
||
Unsecured notes bearing fixed rate interest at 5.125% due October 2019
|
600,000
|
|
|
600,000
|
|
||
Unsecured notes bearing fixed rate interest at 5.125% due July 2020
|
600,000
|
|
|
600,000
|
|
||
Unsecured notes bearing fixed rate interest at 4.875% due September 2021
|
350,000
|
|
|
350,000
|
|
||
Unsecured notes bearing fixed rate interest at 6.375% due October 2023
|
650,000
|
|
|
650,000
|
|
||
Unsecured notes bearing fixed rate interest at 5.50% due September 2024
|
325,000
|
|
|
325,000
|
|
||
Unsecured notes bearing fixed rate interest at 7.75% due June 2027
|
200,000
|
|
|
200,000
|
|
||
Unsecured notes bearing fixed rate interest at 7.25% due September 2027
|
240,000
|
|
|
240,000
|
|
||
Total principal long-term debt
|
4,480,120
|
|
|
4,521,576
|
|
||
Other (fair market value adjustments and discounts)
|
(19,064
|
)
|
|
(25,694
|
)
|
||
Total long-term debt
|
4,461,056
|
|
|
4,495,882
|
|
||
Less current portion of long-term debt maturities of VIE loans
|
7,854
|
|
|
7,854
|
|
||
Long-term debt, net of current portion
|
$
|
4,453,202
|
|
|
$
|
4,488,028
|
|
In thousands
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||
|
Jun. 28, 2015
|
|
Jun. 29, 2014
|
|
Jun. 28, 2015
|
|
Jun. 29, 2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost-benefits earned during the period
|
$
|
1,340
|
|
|
$
|
877
|
|
|
$
|
2,674
|
|
|
$
|
2,708
|
|
Interest cost on benefit obligation
|
38,462
|
|
|
42,372
|
|
|
76,789
|
|
|
84,738
|
|
||||
Expected return on plan assets
|
(56,252
|
)
|
|
(59,174
|
)
|
|
(112,321
|
)
|
|
(117,748
|
)
|
||||
Amortization of prior service cost
|
1,882
|
|
|
1,901
|
|
|
3,764
|
|
|
3,783
|
|
||||
Amortization of actuarial loss
|
15,313
|
|
|
11,674
|
|
|
30,608
|
|
|
22,901
|
|
||||
Expense (credit) for company-sponsored retirement plans
|
$
|
745
|
|
|
$
|
(2,350
|
)
|
|
$
|
1,514
|
|
|
$
|
(3,618
|
)
|
In thousands
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||
|
Jun. 28, 2015
|
|
Jun. 29, 2014
|
|
Jun. 28, 2015
|
|
Jun. 29, 2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost-benefits earned during the period
|
$
|
106
|
|
|
$
|
68
|
|
|
$
|
212
|
|
|
$
|
186
|
|
Interest cost on net benefit obligation
|
993
|
|
|
1,030
|
|
|
1,986
|
|
|
2,515
|
|
||||
Amortization of prior service credit
|
(2,500
|
)
|
|
(3,116
|
)
|
|
(5,000
|
)
|
|
(5,483
|
)
|
||||
Amortization of actuarial loss
|
400
|
|
|
124
|
|
|
800
|
|
|
332
|
|
||||
Net periodic post-retirement benefit credit
|
$
|
(1,001
|
)
|
|
$
|
(1,894
|
)
|
|
$
|
(2,002
|
)
|
|
$
|
(2,450
|
)
|
In thousands
|
TEGNA Inc. Shareholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||
|
|
|
|
|
|
||||||
Balance at Dec. 28, 2014
|
$
|
3,254,914
|
|
|
$
|
234,359
|
|
|
$
|
3,489,273
|
|
Comprehensive income:
|
|
|
|
|
|
||||||
Net income
|
228,761
|
|
|
30,213
|
|
|
258,974
|
|
|||
Redeemable noncontrolling interest (income not available to shareholders)
|
—
|
|
|
(1,285
|
)
|
|
(1,285
|
)
|
|||
Other comprehensive loss
|
18,386
|
|
|
(2,205
|
)
|
|
16,181
|
|
|||
Total comprehensive income
|
247,147
|
|
|
26,723
|
|
|
273,870
|
|
|||
Dividends declared
|
(90,840
|
)
|
|
—
|
|
|
(90,840
|
)
|
|||
Stock-based compensation
|
11,875
|
|
|
—
|
|
|
11,875
|
|
|||
Treasury shares acquired
|
(75,090
|
)
|
|
—
|
|
|
(75,090
|
)
|
|||
Other activity
|
19,139
|
|
|
(916
|
)
|
|
18,223
|
|
|||
Balance at Jun. 28, 2015
|
$
|
3,367,145
|
|
|
$
|
260,166
|
|
|
$
|
3,627,311
|
|
|
|
|
|
|
|
||||||
Balance at Dec. 29, 2013
|
$
|
2,693,098
|
|
|
$
|
201,695
|
|
|
$
|
2,894,793
|
|
Comprehensive income:
|
|
|
|
|
|
||||||
Net income
|
267,626
|
|
|
27,875
|
|
|
295,501
|
|
|||
Redeemable noncontrolling interest (income not available to shareholders)
|
—
|
|
|
(1,850
|
)
|
|
(1,850
|
)
|
|||
Other comprehensive income
|
35,513
|
|
|
1,061
|
|
|
36,574
|
|
|||
Total comprehensive income
|
303,139
|
|
|
27,086
|
|
|
330,225
|
|
|||
Dividends declared
|
(90,495
|
)
|
|
—
|
|
|
(90,495
|
)
|
|||
Stock-based compensation
|
17,208
|
|
|
—
|
|
|
17,208
|
|
|||
Treasury shares acquired
|
(75,815
|
)
|
|
—
|
|
|
(75,815
|
)
|
|||
Other activity
|
10,976
|
|
|
(2,311
|
)
|
|
8,665
|
|
|||
Balance at Jun. 29, 2014
|
$
|
2,858,111
|
|
|
$
|
226,470
|
|
|
$
|
3,084,581
|
|
In thousands
|
Retirement Plans
|
|
Foreign Currency Translation
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
Thirteen Weeks:
|
|
|
|
|
|
||||||
Balance at Mar. 29, 2015
|
$
|
(1,145,406
|
)
|
|
$
|
364,369
|
|
|
$
|
(781,037
|
)
|
Other comprehensive income (loss) before reclassifications
|
(18,349
|
)
|
|
29,343
|
|
|
10,994
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
9,660
|
|
|
—
|
|
|
9,660
|
|
|||
Other comprehensive income (loss)
|
(8,689
|
)
|
|
29,343
|
|
|
20,654
|
|
|||
Balance at Jun. 28, 2015
|
$
|
(1,154,095
|
)
|
|
$
|
393,712
|
|
|
$
|
(760,383
|
)
|
|
|
|
|
|
|
||||||
Balance at Mar. 30, 2014
|
$
|
(899,026
|
)
|
|
$
|
431,830
|
|
|
$
|
(467,196
|
)
|
Other comprehensive income (loss) before reclassifications
|
(11,042
|
)
|
|
12,808
|
|
|
1,766
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
6,888
|
|
|
—
|
|
|
6,888
|
|
|||
Other comprehensive income (loss)
|
(4,154
|
)
|
|
12,808
|
|
|
8,654
|
|
|||
Balance at Jun. 29, 2014
|
$
|
(903,180
|
)
|
|
$
|
444,638
|
|
|
$
|
(458,542
|
)
|
|
|
|
|
|
|
||||||
Twenty-six Weeks:
|
|
|
|
|
|
||||||
Balance at Dec. 28, 2014
|
$
|
(1,169,882
|
)
|
|
$
|
391,113
|
|
|
$
|
(778,769
|
)
|
Other comprehensive income (loss) before reclassifications
|
(3,518
|
)
|
|
2,599
|
|
|
(919
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
19,305
|
|
|
—
|
|
|
19,305
|
|
|||
Other comprehensive income
|
15,787
|
|
|
2,599
|
|
|
18,386
|
|
|||
Balance at Jun. 28, 2015
|
$
|
(1,154,095
|
)
|
|
$
|
393,712
|
|
|
$
|
(760,383
|
)
|
|
|
|
|
|
|
||||||
Balance at Dec. 29, 2013
|
$
|
(921,232
|
)
|
|
$
|
427,177
|
|
|
$
|
(494,055
|
)
|
Other comprehensive income before reclassifications
|
4,062
|
|
|
17,461
|
|
|
21,523
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
13,990
|
|
|
—
|
|
|
13,990
|
|
|||
Other comprehensive income
|
18,052
|
|
|
17,461
|
|
|
35,513
|
|
|||
Balance at Jun. 29, 2014
|
$
|
(903,180
|
)
|
|
$
|
444,638
|
|
|
$
|
(458,542
|
)
|
In thousands
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||
|
Jun. 28, 2015
|
|
Jun. 29, 2014
|
|
Jun. 28, 2015
|
|
Jun. 29, 2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Amortization of prior service credit
|
$
|
(618
|
)
|
|
$
|
(1,215
|
)
|
|
$
|
(1,236
|
)
|
|
$
|
(1,700
|
)
|
Amortization of actuarial loss
|
15,713
|
|
|
11,798
|
|
|
31,408
|
|
|
23,233
|
|
||||
Total reclassifications, before tax
|
15,095
|
|
|
10,583
|
|
|
30,172
|
|
|
21,533
|
|
||||
Income tax effect
|
(5,435
|
)
|
|
(3,695
|
)
|
|
(10,867
|
)
|
|
(7,543
|
)
|
||||
Total reclassifications, net of tax
|
$
|
9,660
|
|
|
$
|
6,888
|
|
|
$
|
19,305
|
|
|
$
|
13,990
|
|
In thousands
|
Fair Value Measurements as of Jun. 28, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Employee compensation related investments
|
$
|
63,234
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63,234
|
|
Sundry investments
|
37,351
|
|
|
—
|
|
|
—
|
|
|
37,351
|
|
||||
Total assets
|
$
|
100,585
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100,585
|
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
786
|
|
|
$
|
786
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
786
|
|
|
$
|
786
|
|
In thousands
|
Fair Value Measurements as of Dec. 28, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Employee compensation related investments
|
$
|
41,017
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41,017
|
|
Sundry investments
|
36,641
|
|
|
—
|
|
|
—
|
|
|
36,641
|
|
||||
Total assets
|
$
|
77,658
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77,658
|
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,912
|
|
|
$
|
9,912
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,912
|
|
|
$
|
9,912
|
|
In thousands
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||
|
Jun. 28, 2015
|
|
Jun. 29, 2014
|
|
Jun. 28, 2015
|
|
Jun. 29, 2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net Operating Revenues:
|
|
|
|
|
|
|
|
||||||||
Broadcasting
|
$
|
417,429
|
|
|
$
|
398,258
|
|
|
$
|
814,223
|
|
|
$
|
780,526
|
|
Digital
|
338,147
|
|
|
194,381
|
|
|
670,846
|
|
|
374,116
|
|
||||
Publishing
|
789,976
|
|
|
867,365
|
|
|
1,558,164
|
|
|
1,709,428
|
|
||||
Intersegment eliminations
(a)
|
(24,160
|
)
|
|
—
|
|
|
(49,076
|
)
|
|
—
|
|
||||
Total
|
$
|
1,521,392
|
|
|
$
|
1,460,004
|
|
|
$
|
2,994,157
|
|
|
$
|
2,864,070
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Income (net of depreciation, amortization and facility consolidation and asset impairment charges):
|
|
|
|
|
|
|
|
||||||||
Broadcasting
|
$
|
176,502
|
|
|
$
|
171,322
|
|
|
$
|
351,832
|
|
|
$
|
325,871
|
|
Digital
|
63,633
|
|
|
35,695
|
|
|
119,786
|
|
|
59,519
|
|
||||
Publishing
|
47,249
|
|
|
53,239
|
|
|
65,554
|
|
|
96,227
|
|
||||
Corporate
|
(19,018
|
)
|
|
(17,754
|
)
|
|
(37,878
|
)
|
|
(35,121
|
)
|
||||
Total
|
$
|
268,366
|
|
|
$
|
242,502
|
|
|
$
|
499,294
|
|
|
$
|
446,496
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation, amortization and facility consolidation and asset impairment charges:
|
|
|
|
|
|
|
|
||||||||
Broadcasting
|
$
|
21,825
|
|
|
$
|
20,621
|
|
|
$
|
43,086
|
|
|
$
|
47,815
|
|
Digital
|
37,808
|
|
|
9,603
|
|
|
70,635
|
|
|
17,891
|
|
||||
Publishing
|
39,241
|
|
|
53,123
|
|
|
75,366
|
|
|
89,714
|
|
||||
Corporate
|
4,193
|
|
|
4,749
|
|
|
7,934
|
|
|
10,003
|
|
||||
Total
|
$
|
103,067
|
|
|
$
|
88,096
|
|
|
$
|
197,021
|
|
|
$
|
165,423
|
|
In thousands, except per share data
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||
|
Jun. 28, 2015
|
|
Jun. 29, 2014
|
|
Jun. 28, 2015
|
|
Jun. 29, 2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income attributable to TEGNA Inc.
|
$
|
115,867
|
|
|
$
|
208,467
|
|
|
$
|
228,761
|
|
|
$
|
267,626
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding - basic
|
226,538
|
|
|
226,132
|
|
|
226,814
|
|
|
226,681
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Restricted stock
|
2,349
|
|
|
2,814
|
|
|
2,308
|
|
|
2,763
|
|
||||
Performance share units
|
2,208
|
|
|
2,212
|
|
|
1,951
|
|
|
1,725
|
|
||||
Stock options
|
825
|
|
|
948
|
|
|
854
|
|
|
1,018
|
|
||||
Weighted average number of common shares outstanding - diluted
|
231,920
|
|
|
232,106
|
|
|
231,927
|
|
|
232,187
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per share - basic
|
$
|
0.51
|
|
|
$
|
0.92
|
|
|
$
|
1.01
|
|
|
$
|
1.18
|
|
Net income per share - diluted
|
$
|
0.50
|
|
|
$
|
0.90
|
|
|
$
|
0.99
|
|
|
$
|
1.15
|
|
In thousands, except per share data
|
Second Quarter
|
|||||||||||||||
|
2015
|
|
% of Total
|
|
2014
|
|
% of Total
|
|
Change
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|||||||
Broadcasting
|
$
|
417,429
|
|
|
27
|
%
|
|
$
|
398,258
|
|
|
27
|
%
|
|
5
|
%
|
Digital
|
338,147
|
|
|
22
|
%
|
|
194,381
|
|
|
13
|
%
|
|
74
|
%
|
||
Publishing
|
789,976
|
|
|
52
|
%
|
|
867,365
|
|
|
59
|
%
|
|
(9
|
%)
|
||
Intersegment eliminations
|
(24,160
|
)
|
|
(2
|
%)
|
|
—
|
|
|
—
|
%
|
|
***
|
|
||
Total operating revenues
|
$
|
1,521,392
|
|
|
100
|
%
|
|
$
|
1,460,004
|
|
|
100
|
%
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating expenses
|
$
|
1,253,026
|
|
|
|
|
$
|
1,217,502
|
|
|
|
|
3
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Operating income:
|
|
|
|
|
|
|
|
|
|
|
||||||
Broadcasting
|
$
|
176,502
|
|
|
66
|
%
|
|
$
|
171,322
|
|
|
71
|
%
|
|
3
|
%
|
Digital
|
63,633
|
|
|
24
|
%
|
|
35,695
|
|
|
15
|
%
|
|
78
|
%
|
||
Publishing
|
47,249
|
|
|
18
|
%
|
|
53,239
|
|
|
22
|
%
|
|
(11
|
%)
|
||
Corporate
|
(19,018
|
)
|
|
(7
|
%)
|
|
(17,754
|
)
|
|
(7
|
%)
|
|
7
|
%
|
||
Total operating income
|
$
|
268,366
|
|
|
100
|
%
|
|
$
|
242,502
|
|
|
100
|
%
|
|
11
|
%
|
Non-operating expense (income)
|
70,545
|
|
|
|
|
(89,410
|
)
|
|
|
|
***
|
|
||||
Provision for income taxes
|
66,331
|
|
|
|
|
106,000
|
|
|
|
|
(37
|
%)
|
||||
Net income attributable to noncontrolling interests
|
15,623
|
|
|
|
|
17,445
|
|
|
|
|
(10
|
%)
|
||||
Net income attributable to TEGNA Inc.
|
$
|
115,867
|
|
|
|
|
$
|
208,467
|
|
|
|
|
(44
|
%)
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Net income per share:
|
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
$
|
0.51
|
|
|
|
|
$
|
0.92
|
|
|
|
|
(45
|
%)
|
||
Diluted
|
$
|
0.50
|
|
|
|
|
$
|
0.90
|
|
|
|
|
(44
|
%)
|
||
Weighted average number of common shares outstanding:
|
||||||||||||||||
Basic
|
226,538
|
|
|
|
|
226,132
|
|
|
|
|
—
|
%
|
||||
Diluted
|
231,920
|
|
|
|
|
232,106
|
|
|
|
|
—
|
%
|
In thousands
|
Second Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
417,429
|
|
|
$
|
398,258
|
|
|
5
|
%
|
|
$
|
814,223
|
|
|
$
|
780,526
|
|
|
4
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses, exclusive of depreciation
|
219,102
|
|
|
206,315
|
|
|
6
|
%
|
|
432,014
|
|
|
406,840
|
|
|
6
|
%
|
||||
Depreciation
|
13,244
|
|
|
11,627
|
|
|
14
|
%
|
|
26,540
|
|
|
23,324
|
|
|
14
|
%
|
||||
Amortization
|
5,876
|
|
|
5,885
|
|
|
—
|
%
|
|
11,474
|
|
|
11,626
|
|
|
(1
|
%)
|
||||
Transformation items
|
2,705
|
|
|
3,109
|
|
|
(13
|
%)
|
|
(7,637
|
)
|
|
12,865
|
|
|
***
|
|
||||
Total operating expenses
|
240,927
|
|
|
226,936
|
|
|
6
|
%
|
|
462,391
|
|
|
454,655
|
|
|
2
|
%
|
||||
Operating income
|
$
|
176,502
|
|
|
$
|
171,322
|
|
|
3
|
%
|
|
$
|
351,832
|
|
|
$
|
325,871
|
|
|
8
|
%
|
In thousands
|
Second Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
338,147
|
|
|
$
|
194,381
|
|
|
74
|
%
|
|
$
|
670,846
|
|
|
$
|
374,116
|
|
|
79
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses, exclusive of depreciation
|
236,706
|
|
|
149,083
|
|
|
59
|
%
|
|
480,425
|
|
|
296,706
|
|
|
62
|
%
|
||||
Depreciation
|
8,158
|
|
|
4,998
|
|
|
63
|
%
|
|
16,011
|
|
|
9,551
|
|
|
68
|
%
|
||||
Amortization
|
22,801
|
|
|
4,605
|
|
|
***
|
|
|
45,601
|
|
|
8,340
|
|
|
***
|
|
||||
Transformation costs
|
6,849
|
|
|
—
|
|
|
***
|
|
|
9,023
|
|
|
—
|
|
|
***
|
|
||||
Total operating expenses
|
274,514
|
|
|
158,686
|
|
|
73
|
%
|
|
551,060
|
|
|
314,597
|
|
|
75
|
%
|
||||
Operating income
|
$
|
63,633
|
|
|
$
|
35,695
|
|
|
78
|
%
|
|
$
|
119,786
|
|
|
$
|
59,519
|
|
|
***
|
|
In thousands
|
Second Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
789,976
|
|
|
$
|
867,365
|
|
|
(9
|
%)
|
|
$
|
1,558,164
|
|
|
$
|
1,709,428
|
|
|
(9
|
%)
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses, exclusive of depreciation
|
703,486
|
|
|
761,003
|
|
|
(8
|
%)
|
|
1,417,244
|
|
|
1,523,487
|
|
|
(7
|
%)
|
||||
Depreciation
|
24,102
|
|
|
23,476
|
|
|
3
|
%
|
|
48,695
|
|
|
46,736
|
|
|
4
|
%
|
||||
Amortization
|
3,898
|
|
|
3,981
|
|
|
(2
|
%)
|
|
7,587
|
|
|
7,768
|
|
|
(2
|
%)
|
||||
Facility consolidation and asset impairment charges
|
11,241
|
|
|
25,666
|
|
|
(56
|
%)
|
|
19,084
|
|
|
35,210
|
|
|
(46
|
%)
|
||||
Total operating expenses
|
742,727
|
|
|
814,126
|
|
|
(9
|
%)
|
|
1,492,610
|
|
|
1,613,201
|
|
|
(7
|
%)
|
||||
Operating income
|
$
|
47,249
|
|
|
$
|
53,239
|
|
|
(11
|
%)
|
|
$
|
65,554
|
|
|
$
|
96,227
|
|
|
(32
|
%)
|
In thousands
|
Second Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising
|
$
|
469,780
|
|
|
$
|
530,183
|
|
|
(11
|
%)
|
|
$
|
914,188
|
|
|
$
|
1,031,483
|
|
|
(11
|
%)
|
Circulation
|
267,679
|
|
|
277,851
|
|
|
(4
|
%)
|
|
540,913
|
|
|
559,927
|
|
|
(3
|
%)
|
||||
All other
|
52,517
|
|
|
59,331
|
|
|
(11
|
%)
|
|
103,063
|
|
|
118,018
|
|
|
(13
|
%)
|
||||
Total Publishing Segment revenues
|
$
|
789,976
|
|
|
$
|
867,365
|
|
|
(9
|
%)
|
|
$
|
1,558,164
|
|
|
$
|
1,709,428
|
|
|
(9
|
%)
|
In thousands
|
Second Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Retail
|
$
|
250,936
|
|
|
$
|
282,566
|
|
|
(11
|
%)
|
|
$
|
480,501
|
|
|
$
|
535,552
|
|
|
(10
|
%)
|
National
|
60,481
|
|
|
78,894
|
|
|
(23
|
%)
|
|
119,979
|
|
|
162,596
|
|
|
(26
|
%)
|
||||
Classified
|
158,363
|
|
|
168,723
|
|
|
(6
|
%)
|
|
313,708
|
|
|
333,335
|
|
|
(6
|
%)
|
||||
Total Publishing Segment advertising revenues
|
$
|
469,780
|
|
|
$
|
530,183
|
|
|
(11
|
%)
|
|
$
|
914,188
|
|
|
$
|
1,031,483
|
|
|
(11
|
%)
|
|
Second Quarter
|
|
Year-to-Date
|
||||||||||||||
|
U.S. Publishing
|
|
Newsquest (in pounds)
|
|
Total Publishing Segment
|
|
U.S. Publishing
|
|
Newsquest (in pounds)
|
|
Total Publishing Segment
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Retail
|
(10
|
%)
|
|
(1
|
%)
|
|
(10
|
%)
|
|
(9
|
%)
|
|
(1
|
%)
|
|
(9
|
%)
|
National
|
(15
|
%)
|
|
(5
|
%)
|
|
(15
|
%)
|
|
(17
|
%)
|
|
(3
|
%)
|
|
(17
|
%)
|
Classified:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Automotive
|
(4
|
%)
|
|
(9
|
%)
|
|
(6
|
%)
|
|
(4
|
%)
|
|
(8
|
%)
|
|
(5
|
%)
|
Employment
|
(8
|
%)
|
|
(11
|
%)
|
|
(12
|
%)
|
|
(5
|
%)
|
|
(8
|
%)
|
|
(9
|
%)
|
Real Estate
|
(10
|
%)
|
|
(14
|
%)
|
|
(15
|
%)
|
|
(6
|
%)
|
|
(12
|
%)
|
|
(12
|
%)
|
Legal
|
(3
|
%)
|
|
—
|
%
|
|
(3
|
%)
|
|
(5
|
%)
|
|
—
|
%
|
|
(5
|
%)
|
Other
|
(8
|
%)
|
|
(6
|
%)
|
|
(10
|
%)
|
|
(5
|
%)
|
|
(5
|
%)
|
|
(8
|
%)
|
Total Classified
|
(7
|
%)
|
|
(10
|
%)
|
|
(10
|
%)
|
|
(5
|
%)
|
|
(8
|
%)
|
|
(8
|
%)
|
Total Publishing Segment advertising revenues
|
(10
|
%)
|
|
(6
|
%)
|
|
(11
|
%)
|
|
(9
|
%)
|
|
(5
|
%)
|
|
(10
|
%)
|
•
|
Costs associated with workforce restructuring;
|
•
|
Transformation items;
|
•
|
Non-cash asset impairment charges;
|
•
|
Other non-operating gains related to the sale of Gannett Healthcare Group and the newspaper partnerships exchange and charges related to the spin-off of our Publishing business; and
|
•
|
Special tax charge primarily related to the restructuring of our legal entities in advance of the spin-off of our Publishing business.
|
•
|
Costs associated with workforce restructuring;
|
•
|
Transformation costs;
|
•
|
Non-cash asset impairment charges;
|
•
|
Other non-operating charges;
|
•
|
Non-operating gain related to the sale of Apartments.com; and
|
•
|
A tax charge related to the sale of our interest in KMOV-TV.
|
In thousands, except share data
|
Second Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
1,521,392
|
|
|
$
|
1,460,004
|
|
|
4
|
%
|
|
$
|
2,994,157
|
|
|
$
|
2,864,070
|
|
|
5
|
%
|
Adjusted operating expenses
|
1,215,243
|
|
|
1,165,810
|
|
|
4
|
%
|
|
2,444,263
|
|
|
2,343,117
|
|
|
4
|
%
|
||||
Adjusted operating income
|
$
|
306,149
|
|
|
$
|
294,194
|
|
|
4
|
%
|
|
$
|
549,894
|
|
|
$
|
520,953
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted net income attributable to TEGNA Inc.
|
$
|
150,165
|
|
|
$
|
154,649
|
|
|
(3
|
%)
|
|
$
|
262,930
|
|
|
$
|
263,073
|
|
|
—
|
%
|
Adjusted diluted earnings per share
|
$
|
0.65
|
|
|
$
|
0.67
|
|
|
(3
|
%)
|
|
$
|
1.13
|
|
|
$
|
1.13
|
|
|
—
|
%
|
In thousands
|
Second Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses (GAAP basis)
|
$
|
1,253,026
|
|
|
$
|
1,217,502
|
|
|
3
|
%
|
|
$
|
2,494,863
|
|
|
$
|
2,417,574
|
|
|
3
|
%
|
Remove special items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Workforce restructuring
|
(16,988
|
)
|
|
(22,917
|
)
|
|
(26
|
%)
|
|
(30,130
|
)
|
|
(26,382
|
)
|
|
14
|
%
|
||||
Transformation items
|
(16,277
|
)
|
|
(12,588
|
)
|
|
29
|
%
|
|
(10,012
|
)
|
|
(31,888
|
)
|
|
(69
|
%)
|
||||
Asset impairment charges
|
(4,518
|
)
|
|
(16,187
|
)
|
|
(72
|
%)
|
|
(10,458
|
)
|
|
(16,187
|
)
|
|
(35
|
%)
|
||||
As adjusted (non-GAAP basis)
|
$
|
1,215,243
|
|
|
$
|
1,165,810
|
|
|
4
|
%
|
|
$
|
2,444,263
|
|
|
$
|
2,343,117
|
|
|
4
|
%
|
In thousands
|
Second Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (GAAP basis)
|
$
|
268,366
|
|
|
$
|
242,502
|
|
|
11
|
%
|
|
$
|
499,294
|
|
|
$
|
446,496
|
|
|
12
|
%
|
Remove special items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Workforce restructuring
|
16,988
|
|
|
22,917
|
|
|
(26
|
%)
|
|
30,130
|
|
|
26,382
|
|
|
14
|
%
|
||||
Transformation items
|
16,277
|
|
|
12,588
|
|
|
29
|
%
|
|
10,012
|
|
|
31,888
|
|
|
(69
|
%)
|
||||
Asset impairment charges
|
4,518
|
|
|
16,187
|
|
|
(72
|
%)
|
|
10,458
|
|
|
16,187
|
|
|
(35
|
%)
|
||||
As adjusted (non-GAAP basis)
|
$
|
306,149
|
|
|
$
|
294,194
|
|
|
4
|
%
|
|
$
|
549,894
|
|
|
$
|
520,953
|
|
|
6
|
%
|
In thousands, except share data
|
Second Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total non-operating income (expense) (GAAP basis)
|
$
|
(70,545
|
)
|
|
$
|
89,410
|
|
|
***
|
|
|
$
|
(113,466
|
)
|
|
$
|
7,505
|
|
|
***
|
|
Remove special items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-operating items
|
6,512
|
|
|
(143,510
|
)
|
|
***
|
|
|
(19,168
|
)
|
|
(123,110
|
)
|
|
(84
|
%)
|
||||
As adjusted (non-GAAP basis)
|
$
|
(64,033
|
)
|
|
$
|
(54,100
|
)
|
|
18
|
%
|
|
$
|
(132,634
|
)
|
|
$
|
(115,605
|
)
|
|
15
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to TEGNA Inc. (GAAP basis)
|
$
|
115,867
|
|
|
$
|
208,467
|
|
|
(44
|
%)
|
|
$
|
228,761
|
|
|
$
|
267,626
|
|
|
(15
|
%)
|
Remove special items (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Workforce restructuring
|
10,966
|
|
|
14,317
|
|
|
(23
|
%)
|
|
19,365
|
|
|
16,582
|
|
|
17
|
%
|
||||
Transformation items
|
9,769
|
|
|
7,688
|
|
|
27
|
%
|
|
5,643
|
|
|
18,788
|
|
|
(70
|
%)
|
||||
Asset impairment charges
|
2,712
|
|
|
15,387
|
|
|
(82
|
%)
|
|
6,370
|
|
|
15,387
|
|
|
(59
|
%)
|
||||
Non-operating items
|
3,991
|
|
|
(91,210
|
)
|
|
***
|
|
|
(4,069
|
)
|
|
(79,110
|
)
|
|
(95
|
%)
|
||||
Special tax charge
|
6,860
|
|
|
—
|
|
|
***
|
|
|
6,860
|
|
|
23,800
|
|
|
(71
|
%)
|
||||
As adjusted (non-GAAP basis)
|
$
|
150,165
|
|
|
$
|
154,649
|
|
|
(3
|
%)
|
|
$
|
262,930
|
|
|
$
|
263,073
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share (GAAP basis)
|
$
|
0.50
|
|
|
$
|
0.90
|
|
|
(44
|
%)
|
|
$
|
0.99
|
|
|
$
|
1.15
|
|
|
(14
|
%)
|
Remove special items (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Workforce restructuring
|
0.05
|
|
|
0.06
|
|
|
(17
|
%)
|
|
0.08
|
|
|
0.07
|
|
|
14
|
%
|
||||
Transformation items
|
0.04
|
|
|
0.03
|
|
|
33
|
%
|
|
0.02
|
|
|
0.08
|
|
|
(75
|
%)
|
||||
Asset impairment charges
|
0.01
|
|
|
0.07
|
|
|
(86
|
%)
|
|
0.03
|
|
|
0.07
|
|
|
(57
|
%)
|
||||
Non-operating items
|
0.02
|
|
|
(0.39
|
)
|
|
***
|
|
|
(0.02
|
)
|
|
(0.34
|
)
|
|
(94
|
%)
|
||||
Special tax charges
|
0.03
|
|
|
—
|
|
|
***
|
|
|
0.03
|
|
|
0.10
|
|
|
(70
|
%)
|
||||
As adjusted (non-GAAP basis)
|
$
|
0.65
|
|
|
$
|
0.67
|
|
|
(3
|
%)
|
|
$
|
1.13
|
|
|
$
|
1.13
|
|
|
—
|
%
|
In thousands
|
Second Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to TEGNA Inc. (GAAP basis)
|
$
|
115,867
|
|
|
$
|
208,467
|
|
|
(44
|
%)
|
|
$
|
228,761
|
|
|
$
|
267,626
|
|
|
(15
|
%)
|
Net income attributable to noncontrolling interests
|
15,623
|
|
|
17,445
|
|
|
(10
|
%)
|
|
30,213
|
|
|
27,875
|
|
|
8
|
%
|
||||
Provision for income taxes
|
66,331
|
|
|
106,000
|
|
|
(37
|
%)
|
|
126,854
|
|
|
158,500
|
|
|
(20
|
%)
|
||||
Interest expense
|
69,341
|
|
|
64,148
|
|
|
8
|
%
|
|
140,100
|
|
|
133,796
|
|
|
5
|
%
|
||||
Equity income in unconsolidated investees, net
|
(2,638
|
)
|
|
(156,540
|
)
|
|
(98
|
%)
|
|
(7,696
|
)
|
|
(165,031
|
)
|
|
(95
|
%)
|
||||
Other non-operating items
|
3,842
|
|
|
2,982
|
|
|
29
|
%
|
|
(18,938
|
)
|
|
23,730
|
|
|
***
|
|
||||
Operating income (GAAP basis)
|
268,366
|
|
|
242,502
|
|
|
11
|
%
|
|
499,294
|
|
|
446,496
|
|
|
12
|
%
|
||||
Workforce restructuring
|
16,988
|
|
|
22,917
|
|
|
(26
|
%)
|
|
30,130
|
|
|
26,382
|
|
|
14
|
%
|
||||
Transformation items
|
16,277
|
|
|
12,588
|
|
|
29
|
%
|
|
10,012
|
|
|
31,888
|
|
|
(69
|
%)
|
||||
Asset impairment charges
|
4,518
|
|
|
16,187
|
|
|
(72
|
%)
|
|
10,458
|
|
|
16,187
|
|
|
(35
|
%)
|
||||
Adjusted operating income (non-GAAP basis)
|
306,149
|
|
|
294,194
|
|
|
4
|
%
|
|
549,894
|
|
|
520,953
|
|
|
6
|
%
|
||||
Depreciation
|
49,697
|
|
|
44,850
|
|
|
11
|
%
|
|
99,180
|
|
|
89,614
|
|
|
11
|
%
|
||||
Adjusted amortization (non-GAAP basis)
|
32,575
|
|
|
14,471
|
|
|
***
|
|
|
64,662
|
|
|
27,734
|
|
|
***
|
|
||||
Adjusted EBITDA (non-GAAP basis)
|
$
|
388,421
|
|
|
$
|
353,515
|
|
|
10
|
%
|
|
$
|
713,736
|
|
|
$
|
638,301
|
|
|
12
|
%
|
In thousands
|
Second Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Broadcasting Segment operating expenses (GAAP basis)
|
$
|
240,927
|
|
|
$
|
226,936
|
|
|
6
|
%
|
|
$
|
462,391
|
|
|
$
|
454,655
|
|
|
2
|
%
|
Remove special items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Workforce Restructuring
|
—
|
|
|
(2,220
|
)
|
|
***
|
|
|
(348
|
)
|
|
(2,220
|
)
|
|
(84
|
%)
|
||||
Transformation items
|
(2,705
|
)
|
|
(3,109
|
)
|
|
(13
|
%)
|
|
7,637
|
|
|
(12,865
|
)
|
|
***
|
|
||||
As adjusted (non-GAAP basis)
|
$
|
238,222
|
|
|
$
|
221,607
|
|
|
7
|
%
|
|
$
|
469,680
|
|
|
$
|
439,570
|
|
|
7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Broadcasting Segment operating income (GAAP basis)
|
$
|
176,502
|
|
|
$
|
171,322
|
|
|
3
|
%
|
|
$
|
351,832
|
|
|
$
|
325,871
|
|
|
8
|
%
|
Remove special items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Workforce Restructuring
|
—
|
|
|
2,220
|
|
|
***
|
|
|
348
|
|
|
2,220
|
|
|
(84
|
%)
|
||||
Transformation items
|
2,705
|
|
|
3,109
|
|
|
(13
|
%)
|
|
(7,637
|
)
|
|
12,865
|
|
|
***
|
|
||||
As adjusted (non-GAAP basis)
|
$
|
179,207
|
|
|
$
|
176,651
|
|
|
1
|
%
|
|
$
|
344,543
|
|
|
$
|
340,956
|
|
|
1
|
%
|
In thousands
|
Second Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Digital Segment operating expenses (GAAP basis)
|
$
|
274,514
|
|
|
$
|
158,686
|
|
|
73
|
%
|
|
$
|
551,060
|
|
|
$
|
314,597
|
|
|
75
|
%
|
Remove special items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Workforce Restructuring
|
(1,318
|
)
|
|
—
|
|
|
***
|
|
|
(2,167
|
)
|
|
—
|
|
|
***
|
|
||||
Transformation items
|
(6,849
|
)
|
|
—
|
|
|
***
|
|
|
(9,023
|
)
|
|
—
|
|
|
***
|
|
||||
As adjusted (non-GAAP basis)
|
$
|
266,347
|
|
|
$
|
158,686
|
|
|
68
|
%
|
|
$
|
539,870
|
|
|
$
|
314,597
|
|
|
72
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Digital Segment operating income (GAAP basis)
|
$
|
63,633
|
|
|
$
|
35,695
|
|
|
78
|
%
|
|
$
|
119,786
|
|
|
$
|
59,519
|
|
|
***
|
|
Remove special items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Workforce Restructuring
|
1,318
|
|
|
—
|
|
|
***
|
|
|
2,167
|
|
|
—
|
|
|
***
|
|
||||
Transformation items
|
6,849
|
|
|
—
|
|
|
***
|
|
|
9,023
|
|
|
—
|
|
|
***
|
|
||||
As adjusted (non-GAAP basis)
|
$
|
71,800
|
|
|
$
|
35,695
|
|
|
***
|
|
|
$
|
130,976
|
|
|
$
|
59,519
|
|
|
***
|
|
In thousands
|
Second Quarter
|
|
Year-to-Date
|
||||||||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Publishing Segment operating expenses (GAAP basis)
|
$
|
742,727
|
|
|
$
|
814,126
|
|
|
(9
|
%)
|
|
$
|
1,492,610
|
|
|
$
|
1,613,201
|
|
|
(7
|
%)
|
Remove special items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Workforce restructuring
|
(15,670
|
)
|
|
(20,697
|
)
|
|
(24
|
%)
|
|
(27,615
|
)
|
|
(24,162
|
)
|
|
14
|
%
|
||||
Transformation items
|
(6,723
|
)
|
|
(9,479
|
)
|
|
(29
|
%)
|
|
(8,626
|
)
|
|
(19,023
|
)
|
|
(55
|
%)
|
||||
Asset impairment charges
|
(4,518
|
)
|
|
(16,187
|
)
|
|
(72
|
%)
|
|
(10,458
|
)
|
|
(16,187
|
)
|
|
(35
|
%)
|
||||
As adjusted (non-GAAP basis)
|
$
|
715,816
|
|
|
$
|
767,763
|
|
|
(7
|
%)
|
|
$
|
1,445,911
|
|
|
$
|
1,553,829
|
|
|
(7
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Publishing Segment operating income (GAAP basis)
|
$
|
47,249
|
|
|
$
|
53,239
|
|
|
(11
|
%)
|
|
$
|
65,554
|
|
|
$
|
96,227
|
|
|
(32
|
%)
|
Remove special items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Workforce restructuring
|
15,670
|
|
|
20,697
|
|
|
(24
|
%)
|
|
27,615
|
|
|
24,162
|
|
|
14
|
%
|
||||
Transformation items
|
6,723
|
|
|
9,479
|
|
|
(29
|
%)
|
|
8,626
|
|
|
19,023
|
|
|
(55
|
%)
|
||||
Asset impairment charges
|
4,518
|
|
|
16,187
|
|
|
(72
|
%)
|
|
10,458
|
|
|
16,187
|
|
|
(35
|
%)
|
||||
As adjusted (non-GAAP basis)
|
$
|
74,160
|
|
|
$
|
99,602
|
|
|
(26
|
%)
|
|
$
|
112,253
|
|
|
$
|
155,599
|
|
|
(28
|
%)
|
In thousands
|
Second Quarter
|
|
Year-to-Date
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes as reported
|
$
|
197,821
|
|
|
$
|
331,912
|
|
|
$
|
385,828
|
|
|
$
|
454,001
|
|
Net income attributable to noncontrolling interests
|
(15,623
|
)
|
|
(17,445
|
)
|
|
(30,213
|
)
|
|
(27,875
|
)
|
||||
TEGNA pretax income (GAAP basis)
|
182,198
|
|
|
314,467
|
|
|
355,615
|
|
|
426,126
|
|
||||
Remove special items:
|
|
|
|
|
|
|
|
||||||||
Workforce restructuring
|
16,988
|
|
|
22,917
|
|
|
30,130
|
|
|
26,382
|
|
||||
Transformation items
|
16,277
|
|
|
12,588
|
|
|
10,012
|
|
|
31,888
|
|
||||
Asset impairment charges
|
4,518
|
|
|
16,187
|
|
|
10,458
|
|
|
16,187
|
|
||||
Non-operating items
|
6,512
|
|
|
(143,510
|
)
|
|
(19,168
|
)
|
|
(123,110
|
)
|
||||
As adjusted (non-GAAP basis)
|
$
|
226,493
|
|
|
$
|
222,649
|
|
|
$
|
387,047
|
|
|
$
|
377,473
|
|
|
|
|
|
|
|
|
|
||||||||
Provision for income taxes as reported (GAAP basis)
|
$
|
66,331
|
|
|
$
|
106,000
|
|
|
$
|
126,854
|
|
|
$
|
158,500
|
|
Remove special items:
|
|
|
|
|
|
|
|
||||||||
Workforce restructuring
|
6,022
|
|
|
8,600
|
|
|
10,765
|
|
|
9,800
|
|
||||
Transformation items
|
6,508
|
|
|
4,900
|
|
|
4,369
|
|
|
13,100
|
|
||||
Asset impairment charges
|
1,806
|
|
|
800
|
|
|
4,088
|
|
|
800
|
|
||||
Non-operating items
|
2,521
|
|
|
(52,300
|
)
|
|
(15,099
|
)
|
|
(44,000
|
)
|
||||
Special tax charge
|
(6,860
|
)
|
|
—
|
|
|
(6,860
|
)
|
|
(23,800
|
)
|
||||
As adjusted (non-GAAP basis)
|
$
|
76,328
|
|
|
$
|
68,000
|
|
|
$
|
124,117
|
|
|
$
|
114,400
|
|
|
|
|
|
|
|
|
|
||||||||
Effective tax rate (GAAP basis)
|
36.4
|
%
|
|
33.7
|
%
|
|
35.7
|
%
|
|
37.2
|
%
|
||||
As adjusted effective tax rate (non-GAAP basis)
|
33.7
|
%
|
|
30.5
|
%
|
|
32.1
|
%
|
|
30.3
|
%
|
•
|
Spin-off of Publishing businesses
- On the first day of our third quarter, we completed the previously announced spin-off of our publishing businesses. We will report publishing as a discontinued operation beginning in the third quarter of 2015 and for the remainder of the year.
|
•
|
Recurring income tax rate
- We anticipate a recurring tax rate on a standalone basis to be in the mid-30%’s, given the loss of U.K. statutory tax benefits resulting from the spin-off of our publishing businesses.
|
•
|
Broadcasting Segment revenues
- Broadcasting Segment revenues will be impacted by challenging year-over-year comparisons, due to the cyclical absence of record political revenues during the second half of this year. These revenues totaled $159 million in 2014, with $132 million generated in the second half of the year. Based on current trends, we expect the percentage decrease in total television revenues for the third quarter of 2015, compared to the same quarter in 2014, to be down in the low to mid-single digits as year-over-year comparisons in the third quarter of 2014 benefited from political advertising of $40 million.
|
•
|
Acquisition of remaining 73% interest in Classified Ventures LLC
- On October 1, 2014, we acquired the remaining 73% interest in Classified Ventures, LLC, which owned Cars.com, for $1.8 billion. As a result, we expect a substantial increase in Digital Segment revenues and Adjusted EBITDA in the third quarter of 2015 compared to the third quarter of 2014, driven by the consolidation of Cars.com and the impact of new affiliate agreements.
|
•
|
CareerBuilder investment
- CareerBuilder has accelerated its de-emphasis on transactional lower margin sourcing and screening businesses to focus on broader software as a service offerings which provide for higher margins and longer-term relationships with clients as valued partners. This transition will impact CareerBuilder growth rates over the balance of the year and we intend to invest $10 - $15 million in additional sales and distribution resources in the second half.
|
•
|
2015 fiscal calendar
- In connection with the spin-off of our publishing business, we plan to align our calendar with the Gregorian calendar by extending our fourth quarter four days to December 31, 2015. Our results in the fourth quarter, particularly for the Broadcasting Segment, will be impacted by the extra four days.
|
•
|
Sale of Gannett Healthcare Group
- On December 29, 2014, we sold Gannett Healthcare Group to OnCourse Learning, an online education and training provider. As a result, revenue comparisons between 2015 and 2014 will be impacted by the absence of approximately $29 million due to this sale.
|
In thousands
|
Second Quarter
|
|
Year-to-Date
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net cash flow from operating activities
|
$
|
149,944
|
|
|
$
|
188,937
|
|
|
$
|
295,408
|
|
|
$
|
354,939
|
|
Purchase of property, plant and equipment
|
(35,900
|
)
|
|
(35,054
|
)
|
|
(55,021
|
)
|
|
(56,905
|
)
|
||||
Voluntary pension employer contributions
|
100,000
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
||||
Tax benefit for voluntary pension employer contributions
|
(37,200
|
)
|
|
—
|
|
|
(37,200
|
)
|
|
—
|
|
||||
Payments for investments
|
(25,168
|
)
|
|
(4,318
|
)
|
|
(30,168
|
)
|
|
(5,318
|
)
|
||||
Proceeds from investments
|
4,519
|
|
|
157,556
|
|
|
12,402
|
|
|
163,315
|
|
||||
Free cash flow
|
$
|
156,195
|
|
|
$
|
307,121
|
|
|
$
|
285,421
|
|
|
$
|
456,031
|
|
Period
|
|
(a) Total Number of Shares Purchased
|
|
(b) Average Price Paid per Share
|
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
|
||||||
|
|
|
|
|
|
|
|
|
||||||
3/30/15 – 5/3/15
|
|
356,800
|
|
|
$
|
36.01
|
|
|
356,800
|
|
|
$
|
98,561,922
|
|
5/4/15 – 5/31/15
|
|
329,800
|
|
|
$
|
35.27
|
|
|
329,800
|
|
|
$
|
86,930,737
|
|
6/1/15 – 6/28/015
|
|
363,000
|
|
|
$
|
36.06
|
|
|
363,000
|
|
|
$
|
73,841,450
|
|
Total Second Quarter 2015
|
|
1,049,600
|
|
|
$
|
35.79
|
|
|
1,049,600
|
|
|
$
|
73,841,450
|
|
Date: August 5, 2015
|
TEGNA INC.
|
|
|
|
/s/ Clifton A. McClelland III
|
|
Clifton A. McClelland III
|
|
Vice President and Controller
|
|
(on behalf of Registrant and Chief Accounting Officer)
|
Exhibit
Number
|
|
Exhibit
|
|
Location
|
|
|
|
|
|
3-1
|
|
Third Restated Certificate of Incorporation of TEGNA Inc.
|
|
Incorporated by reference to Exhibit 3.1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended April 1, 2007.
|
|
|
|
|
|
3-1-1
|
|
Amendment to Third Restated Certificate of Incorporation of TEGNA Inc.
|
|
Incorporated by reference to Exhibit 3.1 to TEGNA Inc.’s Form 8-K dated April 29, 2015 and filed on May 1, 2015.
|
|
|
|
|
|
3-1-2
|
|
Amendment to Third Restated Certificate of Incorporation of TEGNA Inc.
|
|
Incorporated by reference to Exhibit 3.1 to TEGNA Inc.’s Form 8-K dated and filed on July 2, 2015.
|
|
|
|
|
|
3-2
|
|
Amended by-laws of TEGNA Inc.
|
|
Incorporated by reference to Exhibit 3.2 to TEGNA Inc.’s Form 8-K dated July 29, 2014 and filed on August 1, 2014.
|
|
|
|
|
|
4-1
|
|
Specimen Certificate for TEGNA Inc.’s common stock, par value $1.00 per share.
|
|
Incorporated by reference to Exhibit 2 to TEGNA Inc.’s Form 8-B filed on June 14, 1972.
|
|
|
|
|
|
10-1
|
|
Eighth Amendment, dated as of June 29, 2015, to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended and restated as of August 5, 2013, and as further amended by the Seventh Amendment thereto dated as of February 13, 2015, and the Sixth Amendment thereto dated September 24, 2013, among TEGNA Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto, as set forth on Exhibit A to the Eighth Amendment.
|
|
Attached.
|
|
|
|
|
|
10-2
|
|
Separation and Distribution Agreement, dated as of June 26, 2015, by and between TEGNA Inc. and Gannett Co., Inc., formerly known as Gannett SpinCo, Inc.
|
|
Incorporated by reference to Exhibit 2.1 to TEGNA Inc.’s Form 8-K dated and filed on July 2, 2015.
|
|
|
|
|
|
10-3
|
|
Transition Services Agreement, dated as of June 26, 2015, by and between TEGNA Inc. and Gannett Co., Inc., formerly known as Gannett SpinCo. Inc.
|
|
Incorporated by reference to Exhibit 10.1 to TEGNA Inc.’s Form 8-K dated and filed on July 2, 2015.
|
|
|
|
|
|
10-4
|
|
Tax Matters Agreement, dated as of June 26, 2015, by and between TEGNA Inc. and Gannett Co., Inc., formerly known as Gannett SpinCo, Inc.
|
|
Incorporated by reference to Exhibit 10.2 to TEGNA Inc.’s Form 8-K dated and filed on July 2, 2015.
|
|
|
|
|
|
10-5
|
|
Employee Matters Agreement, dated as of June 26, 2015, by and between TEGNA Inc. and Gannett Co., Inc., formerly known as Gannett SpinCo, Inc.
|
|
Incorporated by reference to Exhibit 10.3 to TEGNA Inc.’s Form 8-K dated and filed on July 2, 2015.
|
|
|
|
|
|
10-6
|
|
Amendment No. 2 to the TEGNA Inc. Supplemental Executive Medical Plan dated as of June 26, 2015.*
|
|
Attached.
|
|
|
|
|
|
10-7
|
|
Amendment No. 1 to the TEGNA Inc. Supplemental Executive Medical Plan for Retired Executives dated as of June, 26, 2015.*
|
|
Attached.
|
|
|
|
|
|
10-8
|
|
Amendment No. 3 to the TEGNA Inc. Supplemental Retirement Plan Restatement dated June 26, 2015.*
|
|
Attached.
|
|
|
|
|
|
10-9
|
|
Amendment No. 1 to the TEGNA Inc. Deferred Compensation Plan Restatement Rules for Pre-2005 Deferrals dated as of June 26, 2015.*
|
|
Attached.
|
|
|
|
|
|
10-10
|
|
Amendment No. 5 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated as of June 26, 2015.*
|
|
Attached.
|
|
|
|
|
|
10-11
|
|
Amendment No. 3 to the TEGNA Inc. Transitional Compensation Plan Restatement dated as of June 26, 2015.*
|
|
Attached.
|
|
|
|
|
|
10-12
|
|
Amendment No. 2 to the TEGNA Inc. 2001 Omnibus Incentive Compensation Plan dated as of June 26, 2015.*
|
|
Attached.
|
|
|
|
|
|
10-13
|
|
Amendment No. 1 to the TEGNA Inc. Executive Life Insurance Plan Document dated as of June 26, 2015.*
|
|
Attached.
|
|
|
|
|
|
10-14
|
|
Amendment No. 1 to the TEGNA Inc. Key Executive Life Insurance Plan dated as of June 26, 2015.*
|
|
Attached.
|
|
|
|
|
|
10-15
|
|
Description of TEGNA Inc.'s Non-Employee Director Compensation.*
|
|
Attached.
|
|
|
|
|
|
31-1
|
|
Rule 13a-14(a) Certification of CEO.
|
|
Attached.
|
|
|
|
|
|
31-2
|
|
Rule 13a-14(a) Certification of CFO.
|
|
Attached.
|
|
|
|
|
|
32-1
|
|
Section 1350 Certification of CEO.
|
|
Attached.
|
|
|
|
|
|
32-2
|
|
Section 1350 Certification of CFO.
|
|
Attached.
|
|
|
|
|
|
99-1
|
|
Information Statement of Gannett Co., Inc., formerly known as Gannett SpinCo., Inc.
|
|
Incorporated by reference to Exhibit 99.1 to TEGNA Inc.’s Form 8-K dated and filed on June 19, 2015.
|
|
|
|
|
|
101
|
|
The following financial information from TEGNA Inc. Quarterly Report on Form 10-Q for the quarter ended June 28, 2015, formatted in XBRL includes: (i) Condensed Consolidated Balance Sheets at June 28, 2015 and December 28, 2014, (ii) Condensed Consolidated Statements of Income for the fiscal quarter and year-to-date periods ended June 28, 2015 and June 29, 2014, (iii) Condensed Consolidated Statements of Comprehensive Income for the fiscal quarter and year-to-date periods ended June 28, 2015 and June 29, 2014, (iv) Condensed Consolidated Cash Flow Statements for the fiscal year-to-date periods ended June 28, 2015 and June 29, 2014, and (v) the Notes to Condensed Consolidated Financial Statements.
|
|
Attached.
|
(a)
|
the Administrative Agent shall have received counterparts hereof duly executed and delivered by each of (i) the Borrower, (ii) the Guarantors, (iii) the Administrative Agent, (iv) the Issuing Lender, (v) 2020 Extending Lenders holding Five-Year Commitments, (vi) Lenders constituting Required Lenders under the Credit Agreement and (vii) the New Term Loan Lenders listed on
Exhibit B
hereto having New Term Commitments in an aggregate amount of $200,000,000;
|
(b)
|
prior to or substantially concurrently with the Eighth Amendment Effective Date, the spin-off of the Borrower’s publishing business (the “
Spin-Off
”) shall have been consummated in accordance with the Form 10 filed with the Securities and Exchange Commission on March 12, 2015, as amended on May 1, 2015 and as further amended on June 8, 2015 and June 12, 2015;
|
(c)
|
(i) each of the representations and warranties of the Borrower in the Credit Agreement and this Amendment shall be true and correct in all material respects, as if made on and as of the date hereof; (ii) since December 31, 2014 there shall have been no Material change in the business or financial condition of the Borrower and its Subsidiaries taken as a whole that has not been publicly disclosed, and (iii) no Default or Event of Default shall have occurred and be continuing;
|
(d)
|
the Administrative Agent shall have received an opinion from Nixon Peabody LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent. In rendering the foregoing opinion, such counsel may rely upon certificates of officers of the Loan Parties as to factual matters, including (i) the nature and location of the property of the Loan Parties, (ii) agreements and instruments to which the Loan Parties are a party and (iii) the conduct of the business of the Loan Parties;
|
(e)
|
the Administrative Agent shall have received a certificate of the Secretary of each Loan Party certifying, as of the date of this Amendment, to resolutions duly adopted by the board of directors or other governing body of such Loan Party or a duly authorized committee thereof authorizing such Loan Party’s execution and delivery of this Amendment and the making of the Borrowings, with appropriate insertions and attachments, including (x) the certificate of incorporation (or similar constituent document) of each such Loan Party that is a corporation certified as of a recent date by an authorized officer of such Loan Party, (y) bylaws or equivalent organizational document of such Loan Party and (z) a long form good standing certificate for such Loan Party from its jurisdiction of organization;
|
(f)
|
the Administrative Agent shall have received such other closing documents, including legal opinions, documents, certificates and other instruments, as are customary for the transactions described in this Amendment, or as such Administrative Agent may reasonably request;
|
(g)
|
all fees, including upfront fees payable to New Term Loan Lenders and Five-Year Lenders, and reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, including the reasonable fees and disbursements of counsel, shall have been paid or reimbursed;
|
(h)
|
all accrued interest and fees payable to Lenders as of the Eighth Amendment Effective Date shall have been paid and all principal of any outstanding Five-Year Loans to Non-Extending Lenders shall have been paid; and
|
(i)
|
the Borrower shall have delivered the notice of Borrowing requesting that the New Term Lenders make the New Term Loans on the Eighth Amendment Effective Date in accordance with Section 2.1D of the Credit Agreement.
|
þ
|
2020 Extending Lender
|
o
|
Non-Extending Lender
|
þ
|
2020 Extending Lender
|
o
|
Non-Extending Lender
|
þ
|
2020 Extending Lender
|
o
|
Non-Extending Lender
|
þ
|
2020 Extending Lender
|
o
|
Non-Extending Lender
|
þ
|
2020 Extending Lender
|
o
|
Non-Extending Lender
|
þ
|
2020 Extending Lender
|
o
|
Non-Extending Lender
|
þ
|
2020 Extending Lender
|
o
|
Non-Extending Lender
|
þ
|
2020 Extending Lender
|
o
|
Non-Extending Lender
|
þ
|
2020 Extending Lender
|
o
|
Non-Extending Lender
|
þ
|
2020 Extending Lender
|
o
|
Non-Extending Lender
|
þ
|
2020 Extending Lender
|
o
|
Non-Extending Lender
|
þ
|
2020 Extending Lender
|
o
|
Non-Extending Lender
|
þ
|
2020 Extending Lender
|
o
|
Non-Extending Lender
|
þ
|
2020 Extending Lender
|
o
|
Non-Extending Lender
|
þ
|
2020 Extending Lender
|
o
|
Non-Extending Lender
|
þ
|
2020 Extending Lender
|
o
|
Non-Extending Lender
|
|
|
Page
|
|
|
|
ARTICLE I Definitions
|
1
|
|
|
|
|
|
Section 1.1.
Defined Terms
|
1
|
|
Section 1.2.
Other Definitional Provisions
|
24
|
|
|
|
ARTICLE II Amount and Terms of the Facilities
|
25
|
|
|
|
|
|
Section 2.1A
Term Commitments
|
25
|
|
Section 2.1B
Procedure for Term Loan Borrowings
|
25
|
|
Section 2.1C
Repayment of Term Loans
|
25
|
|
Section 2.1D
Procedure for New Term Loan Borrowings
|
26
|
|
Section 2.1E
Repayment of New Term Loans
|
26
|
|
Section 2.1.
Revolving Credit Commitments
|
27
|
|
Section 2.2.
Procedure for Revolving Credit Borrowing
|
28
|
|
Section 2.3.
Competitive Borrowings
|
29
|
|
Section 2.4.
Termination or Reduction of Five-Year Commitments
|
32
|
|
Section 2.5.
Optional Prepayments
|
32
|
|
Section 2.6A
Mandatory Prepayments and Commitment Reductions
|
32
|
|
Section 2.6.
Conversion and Continuation Options
|
33
|
|
Section 2.7.
Minimum Amounts of Eurodollar Borrowings
|
33
|
|
Section 2.8.
Repayment of Loans; Evidence of Debt
|
33
|
|
Section 2.9.
Interest Rates and Payment Dates
|
34
|
|
Section 2.10.
Fees
|
35
|
|
Section 2.11.
Computation of Interest and Fees
|
35
|
|
Section 2.12.
Inability to Determine Interest Rate
|
36
|
|
Section 2.13.
Pro Rata Treatment and Payments
|
36
|
|
Section 2.14.
Requirements of Law
|
38
|
|
Section 2.15.
Taxes
|
39
|
|
Section 2.16.
Indemnity
|
42
|
|
Section 2.17.
Change of Lending Office
|
43
|
|
Section 2.18.
Replacement of Lenders
|
43
|
|
Section 2.19.
[Reserved]
|
44
|
|
Section 2.20.
L/C Commitment
|
44
|
|
Section 2.21.
Defaulting Lenders
|
47
|
|
|
|
ARTICLE III Representations and Warranties
|
48
|
|
|
|
|
|
Section 3.1.
Organization; Powers
|
48
|
|
Section 3.2.
Financial Condition; No Material Adverse Effect
|
48
|
|
Section 3.3.
Properties
|
48
|
|
Section 3.4.
Litigation
|
49
|
|
Section 3.5.
No Conflicts
|
49
|
|
Section 3.6.
Taxes
|
49
|
|
Section 3.7.
ERISA
|
49
|
|
Section 3.8.
Authorization; Enforceability
|
49
|
|
Section 3.9.
Environmental Matters
|
49
|
|
Section 3.10.
No Change
|
50
|
|
Section 3.11.
Federal Regulations
|
50
|
|
Section 3.12.
No Default
|
50
|
|
Section 3.13.
Investment Company Act; Federal Regulations
|
50
|
|
Section 3.14.
Anti-Corruption Laws and Sanctions
|
50
|
|
|
|
ARTICLE IV Conditions
|
50
|
|
|
|
|
ARTICLE V Affirmative Covenants
|
51
|
|
|
|
|
|
Section 5.1.
Financial Statements and Other Information
|
51
|
|
Section 5.2.
Payment of Obligations
|
52
|
|
Section 5.3.
Books and Records; Inspection Rights
|
52
|
|
Section 5.4.
Notices of Material Events
|
52
|
|
Section 5.5.
Existence; Conduct of Business
|
53
|
|
Section 5.6.
Maintenance of Properties; Insurance
|
53
|
|
Section 5.7.
Compliance with Laws
|
53
|
|
Section 5.8.
Debt Ratings
|
53
|
|
Section 5.9.
Guarantee
|
53
|
|
Section 5.10.
Restrictive Agreements
|
53
|
|
|
|
ARTICLE VI Negative Covenants
|
54
|
|
|
|
|
|
Section 6.1.
Liens
|
54
|
|
Section 6.2.
Fundamental Changes
|
55
|
|
Section 6.3.
Total Leverage Ratio
|
55
|
|
Section 6.4.
Use of Proceeds
|
55
|
|
Section 6.5.
[Reserved]
|
56
|
|
Section 6.6.
Transfer of Assets
|
56
|
|
|
|
ARTICLE VII Events of Default
|
56
|
|
|
|
|
|
Section 7.1.
Events of Default
|
56
|
|
Section 7.2.
Remedies
|
58
|
|
|
|
ARTICLE VIII The Administrative Agent
|
59
|
|
|
|
|
|
Section 8.1.
Appointment
|
59
|
|
Section 8.2.
Delegation of Duties
|
59
|
|
Section 8.3.
Exculpatory Provisions
|
59
|
|
Section 8.4.
Reliance by Administrative Agent
|
60
|
|
Section 8.5.
Notice of Default
|
60
|
|
Section 8.6.
Non‑Reliance on Administrative Agent and Other Lenders
|
60
|
|
Section 8.7.
Indemnification
|
61
|
|
Section 8.8.
Agent in Its Individual Capacity
|
61
|
|
Section 8.9.
Successor Administrative Agent
|
61
|
|
Section 8.10.
Syndication Agents and Issuing Lender
|
62
|
|
Section 8.11.
Arrangers
|
62
|
|
|
|
ARTICLE IX Miscellaneous
|
62
|
|
|
|
|
|
Section 9.1.
Amendments and Waivers
|
62
|
|
Section 9.2.
Notices
|
63
|
|
Section 9.3.
No Waiver; Cumulative Remedies
|
64
|
|
Section 9.4.
Survival of Representations and Warranties
|
64
|
|
Section 9.5.
Payment of Expenses and Taxes
|
64
|
|
Section 9.6.
Successors and Assigns; Participations and Assignments
|
65
|
|
Section 9.7.
Adjustments; Set‑off
|
68
|
|
Section 9.8.
Counterparts
|
69
|
|
Section 9.9.
Severability
|
69
|
|
Section 9.10.
Integration
|
69
|
|
Section 9.11.
GOVERNING LAW
|
69
|
|
Section 9.12.
Submission To Jurisdiction; Waivers
|
70
|
|
Section 9.13.
Acknowledgements
|
70
|
|
Section 9.14.
WAIVERS OF JURY TRIAL
|
70
|
|
Section 9.15.
Confidentiality
|
70
|
|
Section 9.16.
USA PATRIOT Act
|
71
|
|
|
|
|
|
|
|
Applicable Margin (payable pursuant to Section 2.9) for:
|
Commitment Fee Rate (payable pursuant to Section 2.10(b))
|
|
Total Leverage Ratio
|
ABR Loans
|
Eurodollar Loans
|
|
>3.00 to 1.00
|
150.0 Basis Points
|
250.0 Basis Points
|
40.0 Basis Points
|
≤ 3.00 to 1.00 and > 2.00 to 1.00
|
125.0 Basis Points
|
225.0 Basis Points
|
35.0 Basis Points
|
≤ 2.00 to 1.00 and > 1.00 to 1.00
|
100.0 Basis Points
|
200.0 Basis Points
|
30.0 Basis Points
|
≤ 1.00 to 1.00
|
75.0 Basis Points
|
175.0 Basis Points
|
25.0 Basis Points
|
(i)
|
initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six (or if available to all the Lenders (or, in the case of Eurodollar Competitive Loans, the Lender making such Loans) twelve) months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and
|
(ii)
|
thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six (or if available to all the Lenders (or, in the case of Eurodollar Competitive Loans, the Lender making such Loans) twelve) months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; and
|
(b)
|
with respect to any Fixed Rate Loan, the period commencing on the Borrowing Date with respect to such Fixed Rate Loan and ending such
|
(A)
|
if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of an Interest Period pertaining to a Eurodollar Loan, the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day; and
|
(B)
|
any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.
|
Installment
|
Principal Amount
|
December 31, 2013
|
$7,400,000
|
March 31, 2014
|
$7,400,000
|
June 30, 2014
|
$7,400,000
|
September 30, 2014
|
$7,400,000
|
December 31, 2014
|
$7,400,000
|
March 31, 2015
|
$7,400,000
|
June 30, 2015
|
$7,400,000
|
September 30, 2015
|
$7,400,000
|
Installment
|
Principal Amount
|
December 31, 2015
|
$7,400,000
|
March 31, 2016
|
$7,400,000
|
June 30, 2016
|
$7,400,000
|
September 30, 2016
|
$7,400,000
|
December 31, 2016
|
$7,400,000
|
March 31, 2017
|
$7,400,000
|
June 30, 2017
|
$7,400,000
|
September 30, 2017
|
$7,400,000
|
December 31, 2017
|
$7,400,000
|
March 31, 2018
|
$7,400,000
|
June 30, 2018
|
$7,400,000
|
2018 Extended Termination Date
|
Aggregate principal amount of Term Loans outstanding
|
Installment
|
Principal Amount
|
September 30, 2015
|
$10,000,000
|
December 31, 2015
|
$10,000,000
|
March 31, 2016
|
$10,000,000
|
June 30, 2016
|
$10,000,000
|
September 30, 2016
|
$10,000,000
|
December 31, 2016
|
$10,000,000
|
Installment
|
Principal Amount
|
March 31, 2017
|
$10,000,000
|
June 30, 2017
|
$10,000,000
|
September 30, 2017
|
$10,000,000
|
December 31, 2017
|
$10,000,000
|
March 31, 2018
|
$10,000,000
|
June 30, 2018
|
$10,000,000
|
September 30, 2018
|
$10,000,000
|
December 31, 2018
|
$10,000,000
|
March 31, 2019
|
$10,000,000
|
June 30, 2019
|
$10,000,000
|
September 30, 2019
|
$10,000,000
|
December 31, 2019
|
$10,000,000
|
March 31, 2020
|
$10,000,000
|
2020 Extended Termination Date
|
Aggregate principal amount of New Term Loans outstanding
|
Period
|
Total
Leverage Ratio |
March 29, 2015 through fiscal quarter ending June 30, 2017
|
5.00 to 1.00
|
Fiscal quarter ending September 30, 2017 through fiscal quarter ending June 30, 2018
|
4.75 to 1.00
|
Fiscal quarter ending September 30, 2018 and thereafter
|
4.50 to 1.00
|
The Borrower:
|
7950 Jones Branch Drive
McLean, VA 22107 Attention: Vice President & Treasurer Telecopy: 703-854-2047 Telephone: 703-854-6248 |
The Administrative Agent:
|
JPMorgan Chase Bank, N.A.
|
The Issuing Lender:
|
JPMorgan Chase Bank, N.A.
|
Lender
|
New Term Commitment
|
MUFG Union Bank, N.A.
|
$50,000,000.00
|
Mizuho Bank, Ltd.
|
$25,000,000.00
|
SunTrust Bank
|
$14,000,000.00
|
US Bank, National Association
|
$25,000,000.00
|
Fifth Third Bank, an Ohio Banking Corporation
|
$10,000,000.00
|
TD Bank N.A.
|
$20,000,000.00
|
Citizens Bank, N.A.
|
$5,000,000.00
|
Capital One, N.A.
|
$15,000,000.00
|
Sumitomo Mitsui Banking Corporation
|
$26,000,000.00
|
First Hawaiian Bank
|
$10,000,000.00
|
Total:
|
$200,000,000.00
|
Lender
|
Five-Year Commitment
|
JPMorgan Chase Bank, N.A.
|
$137,000,000.00
|
Citibank, N.A.
|
$137,000,000.00
|
Barclays Bank PLC
|
$108,500,000.00
|
Royal Bank of Canada
|
$108,500,000.00
|
Bank of Tokyo Mitsubishi UFJ, Ltd.
|
$100,000,000.00
|
Mizuho Bank, Ltd.
|
$100,000,000.00
|
SunTrust Bank
|
$100,000,000.00
|
US Bank National Association
|
$100,000,000.00
|
PNC Bank, N.A.
|
$70,000,000.00
|
Fifth Third Bank, an Ohio Banking Corporation
|
$100,000,000.00
|
TD Bank N.A.
|
$66,000,000.00
|
The Northern Trust Company
|
$50,000,000.00
|
Citizens Bank, N.A.
|
$75,000,000.00
|
Capital One, N.A.
|
$40,000,000.00
|
Sumitomo Mitsui Banking Corporation
|
$22,000,000.00
|
First Hawaiian Bank
|
$8,300,000.00
|
Total:
|
$1,322,300,000.00
|
Letters of Credit
|
Beneficiary
|
Issue Date
|
Expires
|
TPTS-210864
|
LUMBERMENS MUTUAL CASUALTY COMPANY
|
12/2/2005
|
12/2/2015
|
TPTS-214656
|
LIBERTY MUTUAL INSURANCE COMPANY
|
12/2/2005
|
12/2/2015
|
TPTS-637164
|
ACE AMERICAN INSURANCE CO.
|
5/6/2005
|
5/4/2016
|
1.
|
Cars.com Holdings, Inc.
|
2.
|
King Broadcasting Company
|
3.
|
Multimedia Holdings Corporation
|
4.
|
Pacific & Southern Co., LLC
|
5.
|
KHOU-TV, Inc.
|
6.
|
WFAA-TV, Inc.
|
7.
|
PointRoll, Inc.
|
8.
|
WUSA-TV, Inc.
|
9.
|
KTVK, Inc.
|
10.
|
WWL-TV, Inc
|
11.
|
WKYC-TV, LLC
|
12.
|
Clipper Magazine, LLC
|
13.
|
Multimedia KSDK, LLC
|
14.
|
GTMP Holdings, LLC
|
15.
|
KVUE Television, Inc.
|
16.
|
WCNC-TV, Inc.
|
17.
|
KENS-TV, Inc.
|
18.
|
KXTV, LLC
|
19.
|
WVEC Television, Inc.
|
20.
|
LSB Broadcasting, Inc.
|
21.
|
Multimedia Entertainment, LLC
|
22.
|
Rovion, LLC
|
23.
|
ShopLocal LLC
|
24.
|
Mobestream Media, Inc.
|
25.
|
KONG-TV, Inc.
|
26.
|
Northwest Cable News, Inc.
|
•
|
by deleting the phrase “Subject to the maximums set forth in the following paragraphs, the benefits payable to any eligible executive in any plan year,” and replacing it with the phrase “The benefits payable to any eligible executive in any plan year (i.e., the calendar year)”.
|
•
|
by deleting the phrase “federal or state plans” from subparagraph (b), and replacing it with the phrase “Other Primary Medical Coverage.”
|
•
|
by deleting the last paragraph in its entirety, and replacing it with the following: “The Plan has no annual dollar limit.”
|
•
|
by adding the following phrase at the end of subparagraph (a): “, except as required to be covered under the preventive care requirements of the Affordable Care Act.”
|
•
|
by deleting subparagraphs (b) and (e) in their entirety, and renumbering the remaining subparagraphs (a) through (h).
|
•
|
by adding a new subparagraph (i) as follows: “(i) Premium payments for other insurance policies.”
|
•
|
by adding a new subparagraph (j) as follows: “(j) Concierge fees.”
|
Title:
|
Senior Vice President, General Counsel and Secretary
|
•
|
by deleting the phrase “federal or state plans” from subparagraph (b), and replacing it with the phrase “Other Primary Medical Coverage.”
|
•
|
By deleting the last two paragraphs in their entirety and replacing them with the following:
|
•
|
by adding the following phrase at the end of subparagraph (a): “, except as required to be covered under the preventive care requirements of the Affordable Care Act.”
|
•
|
by deleting subparagraphs (b) and (e) in their entirety, and renumbering the remaining subparagraphs (a) through (h).
|
•
|
by adding a new subparagraph (i) as follows: “(i) Premium payments for other insurance policies.”
|
•
|
by adding a new subparagraph (j) as follows: “(j) Concierge fees.”
|
Title:
|
Senior Vice President, General Counsel and Secretary
|
1.
|
The following is inserted prior to Article One:
|
Title:
|
Senior Vice President, General Counsel and Secretary
|
1.
|
Section 1.1 is amended in its entirety to read as follows:
|
1.1
|
Introduction
|
7.
|
The following is added to the end of Section 2.9(h):
|
8.
|
The following subparagraph is added to the end of Section 3.7(h):
|
Title:
|
Senior Vice President, General Counsel and Secretary
|
1.
|
Section 1.1 is amended in its entirety to read as follows:
|
1.1
|
Introduction
|
4.
|
The following is added to the end of Section 2.6(b):
|
7.
|
The following is added to the end of Section 2.9(h):
|
8.
|
The following subparagraph is added to the end of Section 3.7(h):
|
9.
|
The following is added to the end of Section 5.3:
|
Title:
|
Senior Vice President, General Counsel and Secretary
|
1.
|
The following is inserted prior to Section 1:
|
•
|
Performance-based awards in accordance with Sections 15.3 and 15.4 of the Company’s 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010 as subsequently amended) (or any successor plan) (the “Omnibus Plan”), but excluding Section 409A Awards (as defined in such Plan).
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•
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Non-performance, service-based awards in accordance with Sections 15.3 and 15.4 of the Omnibus Plan, but excluding Section 409A Awards (as defined in such Plan).
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•
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Awards of Options and SARs under the Omnibus Plan in accordance with Sections 15.3 and 15.4 of the Omnibus Plan.
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•
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Performance-based Section 409A Awards in accordance with Sections 15.3 and 15.4 of the Omnibus Plan.
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•
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Payment of the severance amount under Section 7(b)(ii) hereof.
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•
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Payment of the pro rata bonus under Section 7(b)(i)(B) hereof.
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•
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Payment of the severance amount under Section 7(b)(v) hereof.
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•
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Non-performance, service-based Section 409A awards in accordance with Sections 15.3 and 15.4 of the Omnibus Plan.
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Title:
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Senior Vice President, General Counsel and Secretary
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1.
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The following Introduction is inserted before Article 1:
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5.
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Section 15.4 is amended to read in its entirety as follows:
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(a)
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all Options or SARs that were accelerated pursuant to Section 15.1(a) shall be deemed paid first;
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(b)
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all awards of Restricted Stock and Restricted Stock Units that are not performance-based shall be deemed paid; and
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(c)
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finally, all awards of Performance Units, Performance Shares and performance-based Restricted Stock and Cash Awards shall then be deemed paid.
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Title:
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Senior Vice President, General Counsel and Secretary
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Title:
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Senior Vice President, General Counsel and Secretary
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I,
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Gracia C. Martore, certify that:
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1.
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I have reviewed this quarterly report on Form 10-Q of TEGNA Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: August 5, 2015
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|
/s/ Gracia C. Martore
|
Gracia C. Martore
|
President and Chief Executive Officer
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(principal executive officer)
|
I,
|
Victoria D. Harker, certify that:
|
1.
|
I have reviewed this quarterly report on Form 10-Q of TEGNA Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 5, 2015
|
|
/s/ Victoria D. Harker
|
Victoria D. Harker
|
Chief Financial Officer (principal financial officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of TEGNA.
|
/s/ Gracia C. Martore
|
Gracia C. Martore
|
President and Chief Executive Officer
|
(principal executive officer)
|
August 5, 2015
|
(1)
|
the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of TEGNA.
|
/s/ Victoria D. Harker
|
Victoria D. Harker
|
Chief Financial Officer (principal financial officer)
|
August 5, 2015
|