|
x
|
ANNUAL 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)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $1.00 per share
|
|
The New York Stock Exchange
|
Large accelerated filer
|
x
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
|
Item No.
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|
Page
|
|
|
|
|
|
|
1.
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||
|
|
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1A.
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||
|
|
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1B.
|
||
|
|
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2.
|
||
|
|
|
3.
|
||
|
|
|
4.
|
||
|
|
|
|
|
|
|
|
|
5.
|
||
|
|
|
6.
|
||
|
|
|
7.
|
||
|
|
|
7A.
|
||
|
|
|
8.
|
||
|
|
|
9.
|
||
|
|
|
9A.
|
||
|
|
|
|
|
|
|
|
|
10.
|
||
|
|
|
11.
|
||
|
|
|
12.
|
||
|
|
|
13.
|
||
|
|
|
14.
|
||
|
|
|
|
|
|
|
|
|
15.
|
||
|
|
|
16.
|
•
|
The first trend was a move to embrace a SaaS approach to digital product development. Rather than building all technologies in-house and incurring significant staffing and capital expenses, we began to leverage best-in-class SaaS providers to rapidly enable and iterate on new features and functionalities while augmenting critical components with a small internal team to create unique opportunities and differentiated experiences. This allowed our Media Segment to optimize user experience and create personalized content.
|
•
|
The second key trend is our continued development of products based on the movement of audiences to mobile and off-platform channels such as social and Internet-enabled television services commonly referred to as “over the top” or “OTT”. We have made significant strides engaging consumers based on these new digital content consumption patterns measured by number of Facebook video plays and social interactions according to CrowdTangle and Omniture.
|
•
|
The third trend is around monetization as our Media Segment has effectively optimized its programmatic advertising scale and efficiencies. We believe these key initiatives in 2016 along with the hiring of digital executive leadership have our Media Segment well positioned for an exciting 2017.
|
|
2016
|
|
2015
|
||
Media
|
4,908
|
|
|
5,020
|
|
Digital
|
5,014
|
|
|
4,785
|
|
Corporate
|
199
|
|
|
215
|
|
Total
|
10,121
|
|
|
10,020
|
|
State/District of Columbia
|
City
|
Station/web site
|
Channel/Network
|
Affiliation Agreement Expires in
|
Market TV Households
(5)
|
Founded
|
|
Arizona
|
Flagstaff
|
KNAZ-TV:
12news.com
|
Ch. 2/NBC
|
2021
|
(6
|
)
|
1970
|
|
Phoenix
|
KPNX-TV:
12news.com
|
Ch. 12/NBC
|
2021
|
1,890,100
|
|
1953
|
|
Tucson
|
KMSB-TV:
tucsonnewsnow.com
|
Ch. 11/FOX
|
2019
|
425,860
|
|
1967
|
|
|
KTTU-TV
(1)
:
tucsonnewsnow.com
|
Ch. 18/MNTV
|
2018
|
425,860
|
|
1984
|
Arkansas
|
Little Rock
|
KTHV-TV:
thv11.com
|
Ch. 11/CBS
|
2019
|
547,950
|
|
1955
|
California
|
Sacramento
|
KXTV-TV: abc10.com
|
Ch. 10/ABC
|
2018
|
1,379,770
|
|
1955
|
Colorado
|
Denver
|
KTVD-TV: my20denver.com
|
Ch. 20/MNTV
|
2018
|
1,630,380
|
|
1988
|
|
|
KUSA-TV:
9news.com
|
Ch. 9/NBC
|
2021
|
1,630,380
|
|
1952
|
District of Columbia
|
Washington
|
WUSA-TV:
wusa9.com
|
Ch. 9/CBS
|
2019
|
2,476,680
|
|
1949
|
Florida
|
Jacksonville
|
WJXX-TV:
firstcoastnews.com
|
Ch. 25/ABC
|
2018
|
688,500
|
|
1989
|
|
|
WTLV-TV:
firstcoastnews.com
|
Ch. 12/NBC
|
2021
|
688,500
|
|
1957
|
|
Tampa-St. Petersburg
|
WTSP-TV:
wtsp.com
|
Ch. 10/CBS
|
2019
|
1,908,590
|
|
1965
|
Georgia
|
Atlanta
|
WATL-TV:
myatltv.com
|
Ch. 36/MNTV
|
2018
|
2,412,730
|
|
1954
|
|
|
WXIA-TV:
11alive.com
|
Ch. 11/NBC
|
2021
|
2,412,730
|
|
1948
|
|
Macon
|
WMAZ-TV:
13wmaz.com
|
Ch. 13/CBS
|
2019
|
232,910
|
|
1953
|
Idaho
|
Boise
|
KTVB-TV
(3)
:
ktvb.com
|
Ch. 7/NBC
|
2021
|
270,200
|
|
1953
|
Kentucky
|
Louisville
|
WHAS-TV:
whas11.com
|
Ch. 11/ABC
|
2018
|
662,170
|
|
1950
|
Louisiana
|
New Orleans
|
WWL-TV:
wwltv.com
|
Ch. 4/CBS
|
2019
|
641,620
|
|
1957
|
|
|
WUPL-TV
(4)
:
wupltv.com
|
Ch. 54/MNTV
|
2018
|
641,620
|
|
1955
|
Maine
|
Bangor
|
WLBZ-TV:
wlbz2.com
|
Ch. 2/NBC
|
2021
|
133,310
|
|
1954
|
|
Portland
|
WCSH-TV:
wcsh6.com
|
Ch. 6/NBC
|
2021
|
383,700
|
|
1953
|
Michigan
|
Grand Rapids
|
WZZM-TV:
wzzm13.com
|
Ch. 13/ABC
|
2018
|
709,670
|
|
1962
|
Minnesota
|
Minneapolis-St. Paul
|
KARE-TV:
kare11.com
|
Ch. 11/NBC
|
2021
|
1,742,530
|
|
1953
|
Missouri
|
St. Louis
|
KSDK-TV:
ksdk.com
|
Ch. 5/NBC
|
2021
|
1,215,570
|
|
1947
|
New York
|
Buffalo
|
WGRZ-TV:
wgrz.com
|
Ch. 2/NBC
|
2021
|
596,710
|
|
1954
|
North Carolina
|
Charlotte
|
WCNC-TV:
wcnc.com
|
Ch. 36/NBC
|
2021
|
1,189,950
|
|
1967
|
|
Greensboro
|
WFMY-TV: wfmynews2
.com
|
Ch. 2/CBS
|
2019
|
690,050
|
|
1949
|
Ohio
|
Cleveland
|
WKYC-TV:
wkyc.com
|
Ch. 3/NBC
|
2021
|
1,498,960
|
|
1948
|
Oregon
|
Portland
|
KGW-TV
(2)
:
kgw.com
|
Ch. 8/NBC
|
2021
|
1,143,670
|
|
1956
|
South Carolina
|
Columbia
|
WLTX-TV:
wltx.com
|
Ch. 19/CBS
|
2019
|
400,790
|
|
1953
|
Tennessee
|
Knoxville
|
WBIR-TV:
wbir.com
|
Ch. 10/NBC
|
2021
|
514,610
|
|
1956
|
Texas
|
Abilene-Sweetwater
|
KXVA-TV:
myfoxzone.com
|
Ch. 15/FOX
|
2017
|
113,080
|
|
2001
|
|
Austin
|
KVUE-TV:
kvue.com
|
Ch. 24/ABC
|
2018
|
771,210
|
|
1971
|
|
Beaumont-Port Arthur
|
KBMT-TV:
12newsnow.com
|
Ch. 12/ABC
|
2018
|
165,120
|
|
1961
|
|
Corpus Christi
|
KIII-TV:
kiiitv.com
|
Ch. 3/ABC
|
2018
|
209,760
|
|
1964
|
|
Dallas/Ft. Worth
|
WFAA-TV:
wfaa.com
|
Ch. 8/ABC
|
2018
|
2,713,380
|
|
1949
|
|
Houston
|
KHOU-TV:
khou.com
|
Ch. 11/CBS
|
2019
|
2,450,800
|
|
1953
|
|
San Angelo
|
KIDY-TV:
myfoxzone.com
|
Ch. 6/FOX
|
2017
|
56,680
|
|
1984
|
|
San Antonio
|
KENS-TV:
kens5.com
|
Ch. 5/CBS
|
2019
|
938,660
|
|
1950
|
|
Tyler-Longview
|
KYTX-TV:
cbs19.tv
|
Ch. 19/CBS
|
2019
|
265,690
|
|
2008
|
|
Waco-Temple-College Station
|
KCEN-TV:
kcentv.com
|
Ch. 9/NBC
|
2021
|
357,720
|
|
1953
|
Virginia
|
Hampton/Norfolk
|
WVEC-TV:
13newsnow.com
|
Ch. 13/ABC
|
2018
|
717,170
|
|
1953
|
Washington
|
Seattle/Tacoma
|
KING-TV:
king5.com
|
Ch. 5/NBC
|
2021
|
1,808,530
|
|
1948
|
|
|
KONG-TV:
king5.com
|
Ch. 16/IND
|
N/A
|
1,808,530
|
|
1997
|
|
Spokane
|
KREM-TV:
krem.com
|
Ch. 2/CBS
|
2019
|
422,550
|
|
1954
|
|
|
KSKN-TV:
spokanescw22.com
|
Ch. 22/CW
|
2021
|
422,550
|
|
1983
|
(2)
|
We also own KGWZ-LD, a low power television station in Portland, OR.
|
(3)
|
We also own KTFT-LD (NBC), a low power television station in Twin Falls, ID.
|
(4)
|
We also own WBXN-CA, a Class A television station in New Orleans, LA.
|
(5)
|
Market TV households is number of television households in each market, according to 2016-2017 Nielsen figures.
|
(6)
|
KNAZ weekly audience is reported as part of KPNX.
|
DIGITAL
|
Cars.com:
www.cars.com
Headquarters:
Chicago, IL
|
CareerBuilder:
www.careerbuilder.com
Headquarters:
Chicago, IL
|
G/O Digital:
www.godigitalmarketing.com
Headquarters:
Phoenix, AZ
|
INVESTMENTS
We have non-controlling ownership interests in the following companies:
|
4Info:
www.4info.com
|
Captivate:
www.captivate.com
|
Gannett Co., Inc.:
www.gannett.com
|
Kin Community:
www.kincommunity.com
|
Livestream:
www.livestream.com
|
RepairPal:
www.repairpal.com
|
Topix:
www.topix.com
|
Video Call Center:
www.thevideocallcenter.com
|
Whistle Sports:
www.whistlesports.com
|
WinnersView
:
www.winnersview.com
|
TEGNA ON THE NET: News and information about us is available on our web site, www.TEGNA.com. In addition to news and other information about us, we provide access through this site to our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after we file or furnish them electronically to the Securities and Exchange Commission (SEC). Certifications by our Chief Executive Officer and Chief Financial Officer are included as exhibits to our SEC reports (including to this Form 10-K). We also provide access on this web site to our Principles of Corporate Governance, the charters of our Audit, Executive Compensation and Nominating and Public Responsibility Committees and other important governance documents and policies, including our Ethics and Inside Trading Policies. Copies of all of these corporate governance documents are available to any shareholder upon written request made to our Secretary at the headquarters address. We will disclose on this web site changes to, or waivers of, our corporate Ethics Policy.
|
|
|
|
|
Dividends Paid Per Share
|
|
Common Stock Prices
|
||
Year
|
Quarter
|
|
|
|
Low
|
|
High
|
2016
|
First
|
|
$0.14
|
|
$21.37
|
|
$25.08
|
|
Second
|
|
$0.14
|
|
$21.77
|
|
$24.30
|
|
Third
|
|
$0.14
|
|
$20.16
|
|
$25.00
|
|
Fourth
|
|
$0.14
|
|
$18.02
|
|
$23.25
|
|
Total 2016
|
|
$0.56
|
|
$18.02
|
|
$25.08
|
|
|
|
|
|
|
|
|
2015
|
First
|
|
$0.20
|
|
$29.62
|
|
$36.56
|
|
Second
|
|
$0.20
|
|
$34.27
|
|
$38.01
|
|
Third
|
|
$0.20
|
|
$22.42
|
|
$32.97
|
|
Fourth
|
|
$0.14
|
|
$21.85
|
|
$28.68
|
|
Total
2015
|
|
$0.74
|
|
$21.85
|
|
$38.01
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
Approximate Dollar Value of Shares that May Yet Be Repurchased Under the Program
|
|||
10/1/16 - 10/31/16
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$478,143,186
|
11/1/16 - 11/30/16
|
|
143,428
|
|
|
$21.47
|
|
143,428
|
|
|
$475,063,548
|
|
12/1/16 - 12/31/16
|
|
354,193
|
|
|
$22.29
|
|
354,193
|
|
|
$467,169,358
|
|
Total Fourth Quarter 2016
|
|
497,621
|
|
|
$22.05
|
|
497,621
|
|
|
$467,169,358
|
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
||||||||||||
TEGNA Inc.
|
$
|
100
|
|
$
|
141.43
|
|
$
|
239.70
|
|
$
|
265.70
|
|
$
|
287.36
|
|
$
|
230.73
|
|
S&P 500 Index
|
$
|
100
|
|
$
|
116.00
|
|
$
|
153.57
|
|
$
|
174.60
|
|
$
|
177.01
|
|
$
|
198.18
|
|
Peer Group
|
$
|
100
|
|
$
|
112.13
|
|
$
|
200.96
|
|
$
|
194.96
|
|
$
|
153.84
|
|
$
|
170.34
|
|
|
2016
|
2015
|
2014
|
Payroll costs
|
35.8%
|
41.1%
|
41.0%
|
In millions of dollars
|
|||||||||||
|
2016
|
Change
|
2015
|
Change
|
2014
|
||||||
Operating revenues
|
$
|
1,934
|
|
15%
|
$
|
1,682
|
|
(1%)
|
$
|
1,692
|
|
Operating expenses
|
|
|
|
|
|
||||||
Operating expenses
(a)
|
1,045
|
|
18%
|
886
|
|
4%
|
851
|
|
|||
Depreciation
|
52
|
|
2%
|
51
|
|
(2%)
|
52
|
|
|||
Amortization of intangible assets
|
22
|
|
—%
|
22
|
|
(24%)
|
29
|
|
|||
Asset impairment and facility consolidation charges
|
9
|
|
13%
|
8
|
|
(43%)
|
14
|
|
|||
Operating expenses
(a)
|
1,127
|
|
16%
|
968
|
|
2%
|
945
|
|
|||
Operating income
|
$
|
806
|
|
13%
|
$
|
714
|
|
(4%)
|
$
|
747
|
|
Note: Numbers may not sum due to rounding.
(a) Our 2016 operating expenses include special items of $19 million primarily related to severance expenses associated with our voluntary retirement program. Our 2015 operating expenses include a $13 million gain on the sale of a building.
|
In millions of dollars
|
|||||||||||
|
2016
|
Change
|
2015
|
Change
|
2014
|
||||||
Operating revenues
|
$
|
1,408
|
|
3%
|
$
|
1,369
|
|
47%
|
$
|
934
|
|
Operating expenses
|
|
|
|
|
|
||||||
Operating expenses
|
1,027
|
|
3%
|
993
|
|
38%
|
722
|
|
|||
Depreciation
|
36
|
|
9%
|
33
|
|
44%
|
23
|
|
|||
Amortization of intangible assets
|
93
|
|
1%
|
92
|
|
***
|
37
|
|
|||
Asset impairment and facility consolidation charges
|
21
|
|
(5%)
|
22
|
|
(29%)
|
31
|
|
|||
Operating expenses
|
1,177
|
|
3%
|
1,139
|
|
40%
|
814
|
|
|||
Operating income
|
$
|
230
|
|
—%
|
$
|
229
|
|
91%
|
$
|
120
|
|
•
|
Severance charges primarily related to a voluntary retirement program at our Media Segment (which includes payroll and related benefit costs);
|
•
|
Non-cash asset impairment and facility consolidation charges primarily associated with goodwill, operating assets, and an operating lease;
|
•
|
Non-operating costs primarily associated with the anticipated spin-off of our Cars.com business unit, strategic review of CareerBuilder, acquisition related costs and equity method investment impairments;
|
•
|
Impact of special items on our net income attributable to noncontrolling interests; and
|
•
|
Special tax benefit related to the release of a portion of our capital loss valuation allowance due to the sale of certain deferred compensation plan investments.
|
•
|
Costs associated with workforce restructuring;
|
•
|
Non-cash asset impairment and facility consolidation charges primarily related to reducing the carrying value of certain assets to fair value, a goodwill impairment charge, and shut down costs associated with our former BLiNQ business;
|
•
|
Gains on building sales, primarily from the sale of our corporate headquarters building;
|
•
|
Non-operating items related to the spin-off of our former publishing businesses, a gain related to the sale of Gannett Healthcare Group, and other miscellaneous non-operating expenses; and
|
•
|
Special tax benefit primarily related to the restructuring of our legal entities in advance of the spin-off of our publishing businesses.
|
In millions of dollars
|
|||||||
|
2016
|
Change
|
2015
|
||||
Net income from continuing operations attributable to TEGNA (GAAP basis)
|
$
|
444
|
|
24%
|
$
|
357
|
|
Net income attributable to noncontrolling interests
|
51
|
|
(19%)
|
63
|
|
||
Provision for income taxes
|
217
|
|
7%
|
202
|
|
||
Interest expense
|
232
|
|
(15%)
|
274
|
|
||
Equity loss in unconsolidated investments, net
|
7
|
|
40%
|
5
|
|
||
Other non-operating expense, net
|
20
|
|
67%
|
12
|
|
||
Operating income (GAAP basis)
|
$
|
972
|
|
6%
|
$
|
913
|
|
Severance expense
|
26
|
|
***
|
8
|
|
||
Asset impairment and facility consolidation charges
|
32
|
|
3%
|
31
|
|
||
Gain on sale of Corporate HQ building, net and other building sale gain
|
—
|
|
***
|
(103
|
)
|
||
Adjusted operating income
(non-GAAP basis)
|
$
|
1,030
|
|
21%
|
$
|
849
|
|
Depreciation
|
90
|
|
(1%)
|
91
|
|
||
Amortization of intangible assets
|
115
|
|
1%
|
114
|
|
||
Adjusted EBITDA
(non-GAAP basis)
|
$
|
1,235
|
|
17%
|
$
|
1,054
|
|
Note: Numbers may not sum due to rounding.
|
|||||||
Starting in the second quarter of 2016, we revised the method for computing Adjusted EBITDA to no longer treat non-cash rent as a reconciling item. Our 2015 Adjusted EBITDA was updated to conform to this new method that resulted in a reduction for the twelve months ended Dec. 31, 2015 by $1.6 million.
|
In millions of dollars
|
|
||||||||
|
2016
|
|
2015
|
|
2014
|
|
|||
Cash and cash equivalents at beginning of year
|
$
|
129
|
|
$
|
118
|
|
$
|
469
|
|
Operating activities:
|
|
|
|
||||||
Net income
|
488
|
|
523
|
|
1,130
|
|
|||
Non-cash adjustments
|
291
|
|
195
|
|
(163
|
)
|
|||
Changes in working capital
|
(61
|
)
|
(65
|
)
|
(123
|
)
|
|||
Other, net
|
(34
|
)
|
(2
|
)
|
4
|
|
|||
Net cash flows from operating activities
|
683
|
|
651
|
|
848
|
|
|||
Net cash (used for) provided by investing activities
|
(273
|
)
|
217
|
|
(1,662
|
)
|
|||
Net cash (used for) provided by financing activities
|
(462
|
)
|
(858
|
)
|
464
|
|
|||
Net change in cash and cash equivalents
|
(52
|
)
|
11
|
|
(351
|
)
|
|||
Cash and cash equivalents at end of year
|
$
|
77
|
|
$
|
129
|
|
$
|
118
|
|
•
|
On April 1, 2016 our unsecured notes bearing a fixed rate of 10% became due, and therefore, we made a debt maturity payment of approximately $203 million (comprised of principal and accrued interest). The payment was made using borrowings from our revolving credit facility.
|
•
|
On September 30, 2016, we borrowed
$300 million
under a new
four
-year term loan due in 2020. The interest rate on the term loan is equal to the same interest rates as borrowings under the Amended and Restated Competitive Advance and Revolving Credit Agreement discussed below. Both the revolving credit agreement and the term loan are guaranteed by a majority of our wholly-owned material domestic subsidiaries. We used substantially all of the proceeds from the new term loan to repay a portion of the outstanding obligation under our revolving credit facility.
|
•
|
On November 1, 2016, we redeemed the remaining $70 million of 7.125% unsecured notes due in September 2018 at par, using available cash on hand. This redemption will result in a total net reduction of interest expense of approximately $5 million over the next two years.
|
•
|
As of December 31, 2016, we had unused borrowing capacity of $844 million under our revolving credit facility.
|
Contractual obligations
|
Payments due by period
|
||||||||||||||
In millions of dollars
|
Total
|
2017
|
2018-19
|
2020-21
|
Thereafter
|
||||||||||
Long-term debt
(1)
|
$
|
4,078
|
|
$
|
132
|
|
$
|
821
|
|
$
|
1,710
|
|
$
|
1,415
|
|
Interest payments
(2)
|
1,182
|
|
184
|
|
350
|
|
232
|
|
416
|
|
|||||
Operating leases
(3)
|
259
|
|
43
|
|
61
|
|
37
|
|
118
|
|
|||||
Purchase obligations
(4)
|
165
|
|
71
|
|
69
|
|
19
|
|
6
|
|
|||||
Programming
contracts
(5)
|
1,356
|
|
377
|
|
767
|
|
211
|
|
1
|
|
|||||
Other noncurrent
liabilities
(6)
|
112
|
|
54
|
|
12
|
|
12
|
|
34
|
|
|||||
Total
|
$
|
7,152
|
|
$
|
861
|
|
$
|
2,080
|
|
$
|
2,221
|
|
$
|
1,990
|
|
(1)
|
Long-term debt includes scheduled principal payments only. See Note 7 to the consolidated financial statements for further information.
|
(2)
|
We have $635 million of outstanding borrowings under our revolving credit facility as of Dec. 31, 2016. We have not included estimated interest payments since payments into and out of the credit facility change daily. Interest on the senior notes is based on the stated cash coupon rate and excludes the amortization of debt issuance discount. The term loan interest rates are based on the actual rates as of Dec. 31, 2016.
|
(3)
|
See Note 13 to the consolidated financial statements.
|
(4)
|
Includes purchase obligations related to capital projects, interactive marketing agreements and other legally binding commitments. Amounts which we are liable for under purchase orders outstanding at Dec. 31, 2016, are reflected in the Consolidated Balance Sheets as accounts payable and accrued liabilities and are excluded from the table above.
|
(5)
|
Programming contracts include television station commitments to purchase programming to be produced in future years. This also includes amounts related to our network affiliation agreements.
|
(6)
|
Other noncurrent liabilities consist of both unfunded and under-funded postretirement benefit plans. Unfunded plans include the TEGNA Supplemental Executive Retirement Plan and the TEGNA Retiree Welfare Plan. Employer contributions, which equal the expected benefit payments, are reflected in the table above over the next ten-year period. Our under-funded plans include the TEGNA Retirement Plan and the G.B. Dealey Retirement Plan (merged into the TEGNA Retirement Plan effective Dec. 31, 2015). We expect contributions to the TEGNA Retirement Plan in 2017 of $22.3 million. TEGNA Retirement Plan contributions beyond the next fiscal year are excluded due to uncertainties regarding significant assumptions involved in estimating these contributions, such as interest rate levels as well as the amount and timing of invested asset returns.
|
Stock repurchases
|
Repurchases made in fiscal year
|
||||||||
In millions
|
2016
|
|
2015
|
|
2014
|
|
|||
Number of shares purchased
|
7.0
|
|
9.6
|
|
2.7
|
|
|||
Dollar amount purchased
|
$
|
162
|
|
$
|
271
|
|
$
|
76
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
|
FINANCIAL STATEMENTS
|
|
|
|
OTHER INFORMATION
|
|
|
|
SUPPLEMENTARY DATA
|
|
|
|
|
|
|
|
TEGNA Inc.
CONSOLIDATED BALANCE SHEETS
|
||||||
In thousands of dollars
|
||||||
|
Dec. 31,
|
|||||
Assets
|
2016
|
2015
|
||||
Current assets
|
|
|
||||
Cash and cash equivalents
|
$
|
76,920
|
|
$
|
129,200
|
|
Trade receivables, net of allowances of $9,837 and $9,092, respectively
|
595,893
|
|
556,351
|
|
||
Other receivables
|
25,953
|
|
18,738
|
|
||
Prepaid expenses and other current assets
|
91,922
|
|
94,262
|
|
||
Current discontinued operations assets
|
—
|
|
6,608
|
|
||
Total current assets
|
790,688
|
|
805,159
|
|
||
Property and equipment
|
|
|
||||
Land
|
74,747
|
|
76,089
|
|
||
Buildings and improvements
|
293,244
|
|
272,862
|
|
||
Equipment, furniture and fixtures
|
633,559
|
|
604,839
|
|
||
Construction in progress
|
13,192
|
|
30,395
|
|
||
Total
|
1,014,742
|
|
984,185
|
|
||
Less accumulated depreciation
|
(564,726
|
)
|
(525,866
|
)
|
||
Net property and equipment
|
450,016
|
|
458,319
|
|
||
Intangible and other assets
|
|
|
||||
Goodwill
|
4,067,529
|
|
3,919,726
|
|
||
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $324,416 and $220,662, respectively
|
3,013,432
|
|
3,065,107
|
|
||
Investments and other assets
|
221,060
|
|
256,990
|
|
||
Noncurrent discontinued operation assets
|
—
|
|
657
|
|
||
Total intangible and other assets
|
7,302,021
|
|
7,242,480
|
|
||
Total assets
|
$
|
8,542,725
|
|
$
|
8,505,958
|
|
|
|
|
TEGNA Inc.
CONSOLIDATED BALANCE SHEETS
|
||||||
In thousands of dollars, except par value and share amounts
|
|
|||||
|
Dec. 31,
|
|||||
Liabilities and equity
|
2016
|
2015
|
||||
Current liabilities
|
|
|
||||
Accounts payable
|
$
|
120,911
|
|
$
|
124,654
|
|
Accrued liabilities
|
|
|
||||
Compensation
|
103,590
|
|
115,679
|
|
||
Interest
|
42,413
|
|
49,835
|
|
||
Other
|
194,497
|
|
131,301
|
|
||
Dividends payable
|
30,178
|
|
31,033
|
|
||
Income taxes
|
13,478
|
|
15,742
|
|
||
Deferred revenue
|
113,468
|
|
132,650
|
|
||
Current portion of long-term debt
|
646
|
|
646
|
|
||
Current discontinued operations liabilities
|
—
|
|
5,243
|
|
||
Total current liabilities
|
619,181
|
|
606,783
|
|
||
Income taxes
|
22,644
|
|
18,191
|
|
||
Deferred income taxes
|
929,184
|
|
883,141
|
|
||
Long-term debt
|
4,042,749
|
|
4,169,016
|
|
||
Pension liabilities
|
187,290
|
|
178,844
|
|
||
Other noncurrent liabilities
|
142,407
|
|
168,573
|
|
||
Total noncurrent liabilities
|
5,324,274
|
|
5,417,765
|
|
||
Total liabilities
|
5,943,455
|
|
6,024,548
|
|
||
|
|
|
||||
Redeemable noncontrolling interests
|
46,265
|
|
24,666
|
|
||
|
|
|
||||
Commitments and contingent liabilities (see Note 13)
|
|
|
||||
|
|
|
||||
Equity
|
|
|
||||
TEGNA Inc. shareholders’ equity
|
|
|
||||
Common stock, par value $1: Authorized, 800,000,000 shares: Issued, 324,418,632 shares
|
324,419
|
|
324,419
|
|
||
Additional paid-in capital
|
473,742
|
|
539,505
|
|
||
Retained earnings
|
7,384,556
|
|
7,111,129
|
|
||
Accumulated other comprehensive loss
|
(161,573
|
)
|
(130,951
|
)
|
||
Less treasury stock at cost, 109,930,832 shares and 104,664,452 shares, respectively
|
(5,749,726
|
)
|
(5,652,131
|
)
|
||
Total TEGNA Inc. shareholders’ equity
|
2,271,418
|
|
2,191,971
|
|
||
Noncontrolling interests
|
281,587
|
|
264,773
|
|
||
Total equity
|
2,553,005
|
|
2,456,744
|
|
||
Total liabilities, redeemable noncontrolling interests and equity
|
$
|
8,542,725
|
|
$
|
8,505,958
|
|
TEGNA Inc.
CONSOLIDATED STATEMENTS OF INCOME
|
||||||||||
In thousands of dollars, except per share amounts
|
||||||||||
Fiscal years ended
|
Dec. 31, 2016
|
Dec. 31, 2015
|
Dec. 28, 2014
|
|||||||
Operating Revenues:
|
|
|
|
|||||||
Media
|
$
|
1,933,579
|
|
$
|
1,682,144
|
|
$
|
1,691,866
|
|
|
Digital
|
1,407,619
|
|
1,368,801
|
|
934,275
|
|
||||
Total
|
3,341,198
|
|
3,050,945
|
|
2,626,141
|
|
||||
Operating expenses:
|
|
|
|
|||||||
Cost of revenues, exclusive of depreciation
|
1,038,667
|
|
923,336
|
|
954,990
|
|
||||
Selling, general and administrative expenses, exclusive of depreciation
|
1,093,837
|
|
1,068,221
|
|
766,854
|
|
||||
Depreciation
|
89,531
|
|
90,803
|
|
85,866
|
|
||||
Amortization of intangible assets
|
114,959
|
|
114,284
|
|
65,971
|
|
||||
Asset impairment and facility consolidation charges (gains) (see Note 12)
|
32,130
|
|
(58,857
|
)
|
44,961
|
|
||||
Total
|
2,369,124
|
|
2,137,787
|
|
1,918,642
|
|
||||
Operating income
|
972,074
|
|
913,158
|
|
707,499
|
|
||||
Non-operating (expense) income
|
|
|
|
|||||||
Equity (loss) income in unconsolidated investments, net (see Note 5)
|
(7,170
|
)
|
(5,064
|
)
|
151,462
|
|
||||
Interest expense
|
(232,013
|
)
|
(273,629
|
)
|
(272,668
|
)
|
||||
Other non-operating items
|
(20,439
|
)
|
(11,529
|
)
|
404,403
|
|
||||
Total
|
(259,622
|
)
|
(290,222
|
)
|
283,197
|
|
||||
Income before income taxes
|
712,452
|
|
622,936
|
|
990,696
|
|
||||
Provision for income taxes
|
216,979
|
|
202,314
|
|
234,471
|
|
||||
Income from continuing operations
|
495,473
|
|
420,622
|
|
756,225
|
|
||||
Income (loss) from discontinued operations, net of tax
|
(7,474
|
)
|
102,064
|
|
374,235
|
|
||||
Net Income
|
487,999
|
|
522,686
|
|
1,130,460
|
|
||||
Net income attributable to noncontrolling interests
|
(51,302
|
)
|
(63,164
|
)
|
(68,289
|
)
|
||||
Net income attributable to TEGNA Inc.
|
$
|
436,697
|
|
$
|
459,522
|
|
$
|
1,062,171
|
|
|
Earnings from continuing operations per share - basic
|
$
|
2.05
|
|
$
|
1.59
|
|
$
|
3.04
|
|
|
Earnings (loss) from discontinued operations per share - basic
|
(0.03
|
)
|
0.45
|
|
1.65
|
|
||||
Net income per share - basic
|
$
|
2.02
|
|
$
|
2.04
|
|
$
|
4.69
|
|
|
Earnings from continuing operations per share - diluted
|
$
|
2.02
|
|
$
|
1.56
|
|
$
|
2.97
|
|
|
Earnings from discontinued operations per share - diluted
|
(0.03
|
)
|
0.44
|
|
1.61
|
|
||||
Net income per share - diluted
|
$
|
1.99
|
|
$
|
2.00
|
|
$
|
4.58
|
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|||||||
Basic shares
|
216,358
|
|
224,688
|
|
226,292
|
|
||||
Diluted shares
|
219,681
|
|
229,721
|
|
231,907
|
|
||||
Dividends declared per share
|
$
|
0.56
|
|
$
|
0.68
|
|
$
|
0.80
|
|
TEGNA Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
||||||||||
In thousands of dollars
|
||||||||||
Fiscal years ended
|
Dec. 31, 2016
|
|
Dec. 31, 2015
|
|
Dec. 28, 2014
|
|
||||
Net income
|
$
|
487,999
|
|
$
|
522,686
|
|
$
|
1,130,460
|
|
|
Redeemable noncontrolling interests (income not available to shareholders)
|
(4,511
|
)
|
(1,796
|
)
|
(3,420
|
)
|
||||
Other comprehensive income (loss), before tax:
|
|
|
|
|||||||
Foreign currency translation adjustments
|
(15,938
|
)
|
(8,235
|
)
|
(43,766
|
)
|
||||
Pension and other postretirement benefit items:
|
|
|
|
|||||||
Recognition of previously deferred post-retirement benefit plan costs
|
8,068
|
|
32,533
|
|
42,407
|
|
||||
Actuarial loss arising during the period
|
(21,337
|
)
|
(40,069
|
)
|
(428,496
|
)
|
||||
Interim remeasurement of post-retirement benefits liability
|
—
|
|
79,184
|
|
—
|
|
||||
Other
|
—
|
|
(355
|
)
|
(10,279
|
)
|
||||
Pension and other postretirement benefit items
|
(13,269
|
)
|
71,293
|
|
(396,368
|
)
|
||||
Unrealized (losses) gains on available for sale investment during the period
|
(11,346
|
)
|
3,311
|
|
—
|
|
||||
Other comprehensive (loss) income before tax
|
(40,553
|
)
|
66,369
|
|
(440,134
|
)
|
||||
Income tax effect related to components of other comprehensive income (loss)
|
5,066
|
|
(28,289
|
)
|
147,718
|
|
||||
Other comprehensive (loss) income, net of tax
|
(35,487
|
)
|
38,080
|
|
(292,416
|
)
|
||||
Comprehensive income
|
448,001
|
|
558,970
|
|
834,624
|
|
||||
Comprehensive income attributable to noncontrolling interests, net of tax
|
(39,284
|
)
|
(55,099
|
)
|
(57,167
|
)
|
||||
Comprehensive income attributable to TEGNA Inc.
|
$
|
408,717
|
|
$
|
503,871
|
|
$
|
777,457
|
|
TEGNA Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||
In thousands of dollars
|
|
|
|
|||||||
Fiscal years ended
|
Dec. 31, 2016
|
Dec. 31, 2015
|
Dec. 28, 2014
|
|||||||
Cash flows from operating activities
|
|
|
|
|||||||
Net income
|
$
|
487,999
|
|
$
|
522,686
|
|
$
|
1,130,460
|
|
|
Adjustments to reconcile net income to operating cash flows:
|
|
|
|
|||||||
Depreciation
|
89,531
|
|
140,954
|
|
185,868
|
|
||||
Amortization of intangible assets
|
114,959
|
|
121,290
|
|
79,856
|
|
||||
Stock-based compensation
|
17,590
|
|
26,344
|
|
33,882
|
|
||||
Provision for deferred income taxes
|
16,535
|
|
100,202
|
|
1,200
|
|
||||
Pension expense (benefit), net of contributions
|
3,257
|
|
(122,376
|
)
|
(111,194
|
)
|
||||
Equity loss (income) in unconsolidated investees, net
|
7,170
|
|
(5,743
|
)
|
(167,319
|
)
|
||||
Gain on Cars.com acquisition, net of tax
|
—
|
|
—
|
|
(285,860
|
)
|
||||
Other, including losses (gains) on sale of assets and impairments
|
42,067
|
|
(65,496
|
)
|
100,159
|
|
||||
Changes in operating assets and liabilities:
|
|
|
|
|||||||
Decrease (increase) in trade receivables
|
(32,046
|
)
|
32,787
|
|
(1,514
|
)
|
||||
Decrease (increase) in inventories
|
—
|
|
1,807
|
|
10,032
|
|
||||
Increase (decrease) in accounts payable
|
(1,506
|
)
|
(57,643
|
)
|
66,740
|
|
||||
Increase (decrease) in interest and taxes payable
|
(7,771
|
)
|
(46,411
|
)
|
(193,274
|
)
|
||||
Increase (decrease) in deferred revenue
|
(20,004
|
)
|
4,822
|
|
(5,353
|
)
|
||||
Changes in other assets and liabilities, net
|
(34,352
|
)
|
(1,992
|
)
|
3,857
|
|
||||
Net cash flows from operating activities
|
683,429
|
|
651,231
|
|
847,540
|
|
||||
Cash flows from investing activities
|
|
|
|
|||||||
Purchase of property and equipment
|
(94,796
|
)
|
(118,767
|
)
|
(150,354
|
)
|
||||
Payments for acquisitions, net of cash acquired
|
(206,078
|
)
|
(53,656
|
)
|
(1,990,877
|
)
|
||||
Payments for investments
|
(20,797
|
)
|
(33,715
|
)
|
(7,026
|
)
|
||||
Proceeds from investments
|
39,954
|
|
12,402
|
|
180,809
|
|
||||
Proceeds from sale of businesses and assets
|
8,441
|
|
411,012
|
|
305,347
|
|
||||
Net cash (used for) provided by investing activities
|
(273,276
|
)
|
217,276
|
|
(1,662,101
|
)
|
||||
Cash flows from financing activities
|
|
|
|
|||||||
(Payments of) proceeds from borrowings under revolving credit facilities, net
|
(85,000
|
)
|
80,000
|
|
640,000
|
|
||||
Proceeds from borrowings
|
300,000
|
|
200,000
|
|
666,732
|
|
||||
Debt repayments
|
(352,590
|
)
|
(587,509
|
)
|
(537,490
|
)
|
||||
Payments of debt issuance and financing costs
|
(1,684
|
)
|
(7,619
|
)
|
(10,548
|
)
|
||||
Dividends paid
|
(121,639
|
)
|
(167,508
|
)
|
(181,328
|
)
|
||||
Repurchases of common stock
|
(161,891
|
)
|
(271,030
|
)
|
(75,815
|
)
|
||||
Net settlement of stock for tax withholding and proceeds from stock option exercises
|
(20,352
|
)
|
(6,841
|
)
|
331
|
|
||||
Distributions to noncontrolling membership interests
|
(18,840
|
)
|
(24,783
|
)
|
(22,072
|
)
|
||||
Deferred payments for acquisitions
|
(437
|
)
|
(9,136
|
)
|
(15,687
|
)
|
||||
Cash transferred to the Gannett Co., Inc. business
|
—
|
|
(63,365
|
)
|
—
|
|
||||
Net cash (used for) provided by financing activities
|
(462,433
|
)
|
(857,791
|
)
|
464,123
|
|
||||
Effect of currency exchange rate change
|
—
|
|
—
|
|
(281
|
)
|
||||
(Decrease) increase in cash and cash equivalents
|
(52,280
|
)
|
10,716
|
|
(350,719
|
)
|
||||
Cash and cash equivalents from continuing operations, beginning of year
|
129,200
|
|
110,305
|
|
455,023
|
|
||||
Cash and cash equivalents from discontinued operations, beginning of year
|
—
|
|
8,179
|
|
14,180
|
|
||||
Balance of cash and cash equivalents at beginning of year
|
129,200
|
|
118,484
|
|
469,203
|
|
||||
Cash and cash equivalents from continuing operations, end of year
|
76,920
|
|
129,200
|
|
110,305
|
|
||||
Cash and cash equivalents from discontinued operations, end of year
|
—
|
|
—
|
|
8,179
|
|
||||
Balance of cash and cash equivalents at end of year
|
$
|
76,920
|
|
$
|
129,200
|
|
$
|
118,484
|
|
|
|
|
|
|
|||||||
Supplemental cash flow information:
|
|
|
|
|||||||
Cash paid for income taxes, net of refunds
|
$
|
206,271
|
|
$
|
105,581
|
|
$
|
207,038
|
|
|
Cash paid for interest
|
$
|
225,462
|
|
$
|
265,174
|
|
$
|
242,190
|
|
|
Non-cash investing and financing activities
|
|
|
|
|||||||
Non-monetary exchange of investment for acquisition
|
$
|
—
|
|
$
|
(34,403
|
)
|
$
|
—
|
|
|
Assets-held-for-sale proceeds
|
$
|
—
|
|
$
|
—
|
|
$
|
146,428
|
|
|
Escrow deposit disbursement related to London Broadcasting Company television stations acquisition
|
$
|
—
|
|
$
|
—
|
|
$
|
(134,908
|
)
|
|
Capital expenditures
|
$
|
—
|
|
$
|
—
|
|
$
|
(11,520
|
)
|
TEGNA Inc.
CONSOLIDATED STATEMENTS OF EQUITY
|
||||||||||||||||||||||
In thousands of dollars, except per share data
|
|
|
|
|
|
|||||||||||||||||
|
TEGNA Inc. Shareholders’ Equity
|
|
|
|||||||||||||||||||
|
Common
stock
|
Additional
paid-in
capital
|
Retained
earnings
|
Accumulated
other
comprehensive
income (loss)
|
Treasury
stock
|
Noncontrolling
Interests
|
Total
|
|||||||||||||||
Balance at Dec. 29, 2013
|
$
|
324,419
|
|
$
|
552,368
|
|
$
|
7,720,903
|
|
$
|
(494,055
|
)
|
$
|
(5,410,537
|
)
|
$
|
201,695
|
|
$
|
2,894,793
|
|
|
Net Income
|
|
|
1,062,171
|
|
|
|
68,289
|
|
1,130,460
|
|
||||||||||||
Redeemable noncontrolling interest
|
|
|
|
|
|
(3,420
|
)
|
(3,420
|
)
|
|||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
(284,714
|
)
|
|
(7,702
|
)
|
(292,416
|
)
|
||||||||||||
Total comprehensive income
|
|
|
|
|
|
|
834,624
|
|
||||||||||||||
Dividends declared: $0.80 per share
|
|
|
(180,705
|
)
|
|
|
|
(180,705
|
)
|
|||||||||||||
Distributions to noncontrolling membership shareholders
|
|
|
|
|
|
(22,072
|
)
|
(22,072
|
)
|
|||||||||||||
Treasury stock acquired
|
|
|
|
|
(75,815
|
)
|
|
(75,815
|
)
|
|||||||||||||
Stock-based awards activity
|
|
(52,988
|
)
|
|
|
47,127
|
|
|
(5,861
|
)
|
||||||||||||
Stock-based compensation
|
|
33,882
|
|
|
|
|
|
33,882
|
|
|||||||||||||
Tax benefit from settlement of stock awards
|
|
12,437
|
|
|
|
|
|
12,437
|
|
|||||||||||||
Other activity
|
|
707
|
|
|
|
(286
|
)
|
(2,431
|
)
|
(2,010
|
)
|
|||||||||||
Balance at Dec. 28, 2014
|
$
|
324,419
|
|
$
|
546,406
|
|
$
|
8,602,369
|
|
$
|
(778,769
|
)
|
$
|
(5,439,511
|
)
|
$
|
234,359
|
|
$
|
3,489,273
|
|
|
Net Income
|
|
|
459,522
|
|
|
|
63,164
|
|
522,686
|
|
||||||||||||
Redeemable noncontrolling interest
|
|
|
|
|
|
(1,796
|
)
|
(1,796
|
)
|
|||||||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
44,349
|
|
|
(6,269
|
)
|
38,080
|
|
||||||||||||
Total comprehensive income
|
|
|
|
|
|
|
558,970
|
|
||||||||||||||
Dividends declared: $0.68 per share
|
|
|
(153,022
|
)
|
|
|
|
(153,022
|
)
|
|||||||||||||
Distributions to noncontrolling membership shareholders
|
|
|
|
|
|
(23,550
|
)
|
(23,550
|
)
|
|||||||||||||
Spin-off of Publishing businesses
|
|
|
(1,797,740
|
)
|
603,469
|
|
|
|
(1,194,271
|
)
|
||||||||||||
Treasury stock acquired
|
|
|
|
|
(271,030
|
)
|
|
(271,030
|
)
|
|||||||||||||
Stock-based awards activity
|
|
(52,436
|
)
|
|
|
42,620
|
|
|
(9,816
|
)
|
||||||||||||
Stock-based compensation
|
|
26,344
|
|
|
|
|
|
26,344
|
|
|||||||||||||
Tax benefit from settlement of stock awards
|
|
20,439
|
|
|
|
|
|
20,439
|
|
|||||||||||||
Other activity
|
|
(1,248
|
)
|
|
|
15,790
|
|
(1,135
|
)
|
13,407
|
|
|||||||||||
Balance at Dec. 31, 2015
|
$
|
324,419
|
|
$
|
539,505
|
|
$
|
7,111,129
|
|
$
|
(130,951
|
)
|
$
|
(5,652,131
|
)
|
$
|
264,773
|
|
$
|
2,456,744
|
|
|
Net Income
|
|
|
436,697
|
|
|
|
51,302
|
|
487,999
|
|
||||||||||||
Redeemable noncontrolling interests
|
|
|
|
|
|
(4,511
|
)
|
(4,511
|
)
|
|||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
(27,980
|
)
|
|
(7,507
|
)
|
(35,487
|
)
|
||||||||||||
Total comprehensive income
|
|
|
|
|
|
|
448,001
|
|
||||||||||||||
Dividends declared: $0.56 per share
|
|
|
(120,784
|
)
|
|
|
|
(120,784
|
)
|
|||||||||||||
Adjustments related to the spin-off of Publishing businesses (see Note 8 and Note 10)
|
|
|
(42,486
|
)
|
(2,642
|
)
|
|
|
(45,128
|
)
|
||||||||||||
Distributions to noncontrolling membership shareholders
|
|
|
|
|
|
(18,840
|
)
|
(18,840
|
)
|
|||||||||||||
Treasury stock acquired
|
|
|
|
|
(161,891
|
)
|
|
(161,891
|
)
|
|||||||||||||
Stock-based awards activity
|
|
(84,648
|
)
|
|
|
64,296
|
|
|
(20,352
|
)
|
||||||||||||
Stock-based compensation
|
|
17,590
|
|
|
|
|
|
17,590
|
|
|||||||||||||
Other activity
|
|
1,295
|
|
|
|
|
(3,630
|
)
|
(2,335
|
)
|
||||||||||||
Balance at Dec. 31, 2016
|
$
|
324,419
|
|
$
|
473,742
|
|
$
|
7,384,556
|
|
$
|
(161,573
|
)
|
$
|
(5,749,726
|
)
|
$
|
281,587
|
|
$
|
2,553,005
|
|
•
|
All excess tax benefits and tax deduction shortfalls will be recognized as income tax benefit or expense in the income statement (under the prior guidance these amounts were generally recognized in additional paid-in capital on the balance sheet). The tax effects of exercised or vested awards will be treated as discrete items in the reporting period in which they occur. This guidance was applied prospectively beginning in the first quarter of 2016. The adoption of this element of the accounting standard reduced our income tax provision for the year ended December 31, 2016, by
$6.4 million
and the tax rate for the same period by approximately
one
percentage point, resulting in an increase to basic and diluted EPS of approximately
$0.03
. The reduction to the tax provision predominantly occurred in the first quarter of 2016 in connection with the settlement of performance share unit awards and the fourth quarter of 2016 in connection with the settlement of restricted stock units.
|
•
|
The guidance updated the classification in the Statement of Cash Flows in two areas: 1) excess tax benefits will now be classified along with other income tax cash flows as an operating activity (under prior guidance it was separated from operating activities and presented as a financing activity), and 2) cash paid by an employer to taxing authorities when directly withholding shares for tax withholding purposes will be classified as a financing activity (prior to our adoption of the new guidance, we classified such payments as cash outflow from operating activities). Changes to the classification of the Consolidated Statement of Cash Flows were made on a retrospective basis, wherein each period presented was adjusted to reflect the effects of applying the new guidance.
|
|
|
Year ended Dec. 31, 2016
|
||||||||||
|
|
Previous Accounting Method
|
|
As Currently Reported
|
|
Effect of Accounting Change
|
||||||
Change in other assets and liabilities, net
|
|
$
|
(63,359
|
)
|
|
$
|
(34,352
|
)
|
|
$
|
29,007
|
|
Net cash flow from operating activities
|
|
$
|
654,422
|
|
|
$
|
683,429
|
|
|
$
|
29,007
|
|
Net settlement of stock for tax withholding and proceeds from stock option exercises
|
|
$
|
8,655
|
|
|
$
|
(20,352
|
)
|
|
$
|
(29,007
|
)
|
Net cash used for financing activities
|
|
$
|
(433,426
|
)
|
|
$
|
(462,433
|
)
|
|
$
|
(29,007
|
)
|
|
|
Year ended Dec. 31, 2015
|
||||||||||
|
|
Previous Accounting Method
|
|
As Currently Reported
|
|
Effect of Accounting Change
|
||||||
Change in other assets and liabilities, net
|
|
$
|
(40,117
|
)
|
|
$
|
(1,992
|
)
|
|
$
|
38,125
|
|
Net cash flow from operating activities
|
|
$
|
613,106
|
|
|
$
|
651,231
|
|
|
$
|
38,125
|
|
Net settlement of stock for tax withholding and proceeds from stock option exercises
|
|
$
|
31,284
|
|
|
$
|
(6,841
|
)
|
|
$
|
(38,125
|
)
|
Net cash used for financing activities
|
|
$
|
(819,666
|
)
|
|
$
|
(857,791
|
)
|
|
$
|
(38,125
|
)
|
|
|
Year ended Dec. 28, 2014
|
||||||||||
|
|
Previous Accounting Method
|
|
As Currently Reported
|
|
Effect of Accounting Change
|
||||||
Change in other assets and liabilities, net
|
|
$
|
(22,484
|
)
|
|
$
|
3,857
|
|
|
$
|
26,341
|
|
Net cash flow from operating activities
|
|
$
|
821,199
|
|
|
$
|
847,540
|
|
|
$
|
26,341
|
|
Net settlement of stock for tax withholding and proceeds from stock option exercises
|
|
$
|
26,672
|
|
|
$
|
331
|
|
|
$
|
(26,341
|
)
|
Net cash used for financing activities
|
|
$
|
490,464
|
|
|
$
|
464,123
|
|
|
$
|
(26,341
|
)
|
|
Unaudited
|
||
In thousands of dollars
|
2014
|
||
Total revenues
|
$
|
2,987,058
|
|
Net income attributable to TEGNA Inc.
|
$
|
754,851
|
|
In thousands of dollars
|
|||||||||
|
Gross
|
Accumulated
Amortization
|
Net
|
||||||
Dec. 31, 2016
|
|
|
|
||||||
Goodwill
|
$
|
4,067,529
|
|
$
|
—
|
|
$
|
4,067,529
|
|
Indefinite-lived intangibles:
|
|
|
|
||||||
Television station FCC licenses
|
1,191,950
|
|
—
|
|
1,191,950
|
|
|||
Trade names
|
925,171
|
|
—
|
|
925,171
|
|
|||
Amortizable intangible assets:
|
|
|
|
||||||
Customer relationships
|
929,852
|
|
(210,691
|
)
|
719,161
|
|
|||
Other
|
290,875
|
|
(113,725
|
)
|
177,150
|
|
|||
Total
|
$
|
7,405,377
|
|
$
|
(324,416
|
)
|
$
|
7,080,961
|
|
Dec. 31, 2015
|
|
|
|
||||||
Goodwill
|
$
|
3,919,726
|
|
$
|
—
|
|
$
|
3,919,726
|
|
Indefinite-lived intangibles:
|
|
|
|
||||||
Television station FCC licenses
|
1,191,950
|
|
—
|
|
1,191,950
|
|
|||
Trade names
|
925,019
|
|
—
|
|
925,019
|
|
|||
Amortizable intangible assets:
|
|
|
|
||||||
Customer relationships
|
903,652
|
|
(145,398
|
)
|
758,254
|
|
|||
Other
|
265,148
|
|
(75,264
|
)
|
189,884
|
|
|||
Total
|
$
|
7,205,495
|
|
$
|
(220,662
|
)
|
$
|
6,984,833
|
|
In thousands of dollars
|
|||||||||
|
Media
|
Digital
|
Total
|
||||||
Goodwill
|
|
|
|
||||||
Gross balance at Dec. 28, 2014
|
$
|
2,578,601
|
|
$
|
1,503,141
|
|
$
|
4,081,742
|
|
Accumulated impairment losses
|
—
|
|
(166,971
|
)
|
(166,971
|
)
|
|||
Net balance at Dec. 28, 2014
|
$
|
2,578,601
|
|
$
|
1,336,170
|
|
$
|
3,914,771
|
|
Acquisitions & adjustments
|
817
|
|
25,667
|
|
26,484
|
|
|||
Dispositions
|
—
|
|
(252
|
)
|
(252
|
)
|
|||
Impairment
|
—
|
|
(8,000
|
)
|
(8,000
|
)
|
|||
Foreign currency exchange rate changes
|
—
|
|
(13,277
|
)
|
(13,277
|
)
|
|||
Balance at Dec. 31, 2015
|
$
|
2,579,418
|
|
$
|
1,340,308
|
|
$
|
3,919,726
|
|
Gross balance at Dec. 31, 2015
|
2,579,418
|
|
1,515,279
|
|
4,094,697
|
|
|||
Accumulated impairment losses
|
—
|
|
(174,971
|
)
|
(174,971
|
)
|
|||
Net balance at Dec. 31, 2015
|
$
|
2,579,418
|
|
$
|
1,340,308
|
|
$
|
3,919,726
|
|
Acquisitions & adjustments
|
—
|
|
176,775
|
|
176,775
|
|
|||
Impairment
|
—
|
|
(15,218
|
)
|
(15,218
|
)
|
|||
Foreign currency exchange rate changes
|
—
|
|
(13,754
|
)
|
(13,754
|
)
|
|||
Balance at Dec. 31, 2016
|
$
|
2,579,418
|
|
$
|
1,488,111
|
|
$
|
4,067,529
|
|
Gross balance at Dec. 31, 2016
|
2,579,418
|
|
1,678,300
|
|
4,257,718
|
|
|||
Accumulated impairment losses
|
—
|
|
(190,189
|
)
|
(190,189
|
)
|
|||
Net balance at Dec. 31, 2016
|
$
|
2,579,418
|
|
$
|
1,488,111
|
|
$
|
4,067,529
|
|
In thousands of dollars
|
|
|
||||
|
Dec. 31, 2016
|
Dec. 31, 2015
|
||||
Cash value life insurance
|
$
|
64,134
|
|
$
|
68,332
|
|
Deferred compensation investments
|
52,273
|
|
77,199
|
|
||
Equity method investments
|
19,970
|
|
27,824
|
|
||
Available for sale investment
|
16,744
|
|
28,090
|
|
||
Deferred debt issuance cost
|
9,856
|
|
13,620
|
|
||
Other long-term assets
|
58,083
|
|
41,925
|
|
||
Total
|
$
|
221,060
|
|
$
|
256,990
|
|
In thousands of dollars
|
|||||||||
2016
|
Current
|
Deferred
|
Total
|
||||||
Federal
|
$
|
189,900
|
|
$
|
25,854
|
|
$
|
215,754
|
|
State and other
|
13,107
|
|
(12,077
|
)
|
1,030
|
|
|||
Foreign
|
1,537
|
|
(1,342
|
)
|
195
|
|
|||
Total
|
$
|
204,544
|
|
$
|
12,435
|
|
$
|
216,979
|
|
|
2016
|
2015
|
2014
|
|||
U.S. statutory tax rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|||
State taxes (net of federal income tax benefit)
|
2.8
|
|
3.2
|
|
2.4
|
|
Domestic Manufacturing Deduction
|
(2.8
|
)
|
(2.0
|
)
|
(1.6
|
)
|
Uncertain tax positions, settlements and lapse of statutes of limitations
|
(0.3
|
)
|
(0.2
|
)
|
(0.3
|
)
|
Net deferred tax write offs and deferred tax rate adjustments
|
(1.2
|
)
|
(1.6
|
)
|
(0.3
|
)
|
Non-deductible transactions costs
|
0.5
|
|
0.5
|
|
0.7
|
|
Loss on sale of subsidiary
|
—
|
|
—
|
|
(12.6
|
)
|
Non-deductible goodwill
|
—
|
|
0.4
|
|
3.0
|
|
Net excess benefits on share-based payments
|
(1.0
|
)
|
—
|
|
—
|
|
Other, net
|
(0.2
|
)
|
0.8
|
|
(0.9
|
)
|
Effective tax rate
|
32.8
|
%
|
36.1
|
%
|
25.4
|
%
|
In thousands of dollars
|
||||||
|
Dec. 31, 2016
|
Dec. 31, 2015
|
||||
Liabilities
|
|
|
||||
Accelerated depreciation
|
$
|
80,101
|
|
$
|
55,783
|
|
Accelerated amortization of deductible intangibles
|
667,015
|
|
663,545
|
|
||
Partnership investments including impairments
|
309,515
|
|
282,784
|
|
||
Other
|
7,570
|
|
9,057
|
|
||
Total deferred tax liabilities
|
1,064,201
|
|
1,011,169
|
|
||
Assets
|
|
|
||||
Accrued compensation costs
|
32,361
|
|
28,119
|
|
||
Pension and postretirement medical and life
|
78,318
|
|
73,470
|
|
||
Loss carryforwards
|
197,812
|
|
184,117
|
|
||
Other
|
36,465
|
|
26,735
|
|
||
Total deferred tax assets
|
344,956
|
|
312,441
|
|
||
Valuation allowance
|
209,939
|
|
184,413
|
|
||
Total net deferred tax (liabilities)
|
$
|
(929,184
|
)
|
$
|
(883,141
|
)
|
In thousands of dollars
|
|||||||||
|
2016
|
2015
|
2014
|
||||||
Change in unrecognized tax benefits
|
|
|
|
||||||
Balance at beginning of year
|
$
|
19,491
|
|
$
|
58,886
|
|
$
|
57,324
|
|
Additions based on tax positions related to the current year
|
213
|
|
6,095
|
|
12,426
|
|
|||
Additions for tax positions of prior years
|
162
|
|
853
|
|
868
|
|
|||
Reductions for tax positions of prior years
|
(1,214
|
)
|
(24,858
|
)
|
(4,563
|
)
|
|||
Settlements
|
—
|
|
—
|
|
(129
|
)
|
|||
Reductions for transfers to Gannett Co., Inc.
|
—
|
|
(18,804
|
)
|
—
|
|
|||
Reductions due to lapse of statutes of limitations
|
(1,352
|
)
|
(2,681
|
)
|
(7,040
|
)
|
|||
Balance at end of year
|
$
|
17,300
|
|
$
|
19,491
|
|
$
|
58,886
|
|
|
Dec. 31, 2016
|
Dec. 31, 2015
|
||||
Unsecured floating rate term loan due quarterly through August 2018
|
$
|
52,100
|
|
$
|
83,700
|
|
VIE unsecured floating rate term loans due quarterly through December 2018
|
1,292
|
|
1,938
|
|
||
Unsecured floating rate term loan due quarterly through June 2020
|
140,000
|
|
180,000
|
|
||
Unsecured floating rate term loan due quarterly through September 2020
|
285,000
|
|
—
|
|
||
Borrowings under revolving credit agreement expiring June 2020
|
635,000
|
|
720,000
|
|
||
Unsecured notes bearing fixed rate interest at 10% due April 2016
|
—
|
|
193,429
|
|
||
Unsecured notes bearing fixed rate interest at 7.125% due September 2018
|
—
|
|
70,000
|
|
||
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
|
4,078,392
|
|
4,214,067
|
|
||
Debt issuance costs
|
(27,615
|
)
|
(31,800
|
)
|
||
Other (fair market value adjustments and discounts)
|
(7,382
|
)
|
(12,605
|
)
|
||
Total long-term debt
|
4,043,395
|
|
4,169,662
|
|
||
Less current portion of long-term debt maturities of VIE loans
|
646
|
|
646
|
|
||
Long-term debt, net of current portion
|
$
|
4,042,749
|
|
$
|
4,169,016
|
|
In thousands of dollars
|
|||||||||
|
2016
|
2015
|
2014
|
||||||
Service cost—benefits earned during the period
|
$
|
816
|
|
$
|
920
|
|
$
|
812
|
|
Interest cost on benefit obligation
|
26,111
|
|
23,800
|
|
23,558
|
|
|||
Expected return on plan assets
|
(26,764
|
)
|
(31,464
|
)
|
(28,697
|
)
|
|||
Amortization of prior service costs
|
670
|
|
673
|
|
599
|
|
|||
Amortization of actuarial loss
|
7,615
|
|
6,335
|
|
4,003
|
|
|||
Total pension expense for company-sponsored retirement plans
|
$
|
8,448
|
|
$
|
264
|
|
$
|
275
|
|
In thousands of dollars
|
||||||
|
Dec. 31, 2016
|
Dec. 31, 2015
|
||||
Change in benefit obligations
|
|
|
||||
Benefit obligations at beginning of year
|
$
|
586,624
|
|
$
|
566,224
|
|
Service cost
|
816
|
|
920
|
|
||
Interest cost
|
26,111
|
|
23,800
|
|
||
Actuarial loss (gain)
|
17,755
|
|
(12,514
|
)
|
||
Gross benefits paid
|
(38,532
|
)
|
(34,401
|
)
|
||
Adjustment due to spin-off of publishing businesses
|
13,639
|
|
42,595
|
|
||
Benefit obligations at end of year
|
$
|
606,413
|
|
$
|
586,624
|
|
Change in plan assets
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
400,193
|
|
$
|
387,626
|
|
Actual return on plan assets
|
21,316
|
|
(725
|
)
|
||
Employer contributions
|
5,191
|
|
12,008
|
|
||
Gross benefits paid
|
(38,532
|
)
|
(34,401
|
)
|
||
Transfers
|
—
|
|
35,685
|
|
||
Fair value of plan assets at end of year
|
$
|
388,168
|
|
$
|
400,193
|
|
Funded status at end of year
|
$
|
(218,245
|
)
|
$
|
(186,431
|
)
|
Amounts recognized in Consolidated Balance Sheets
|
||||||
Accrued benefit cost—current
|
$
|
(30,955
|
)
|
$
|
(7,587
|
)
|
Accrued benefit cost—noncurrent
|
$
|
(187,290
|
)
|
$
|
(178,844
|
)
|
In thousands of dollars
|
|
|
||||
|
Dec. 31, 2016
|
Dec. 31, 2015
|
||||
Accumulated benefit obligation
|
$
|
601,430
|
|
$
|
576,333
|
|
Fair value of plan assets
|
$
|
388,168
|
|
$
|
400,193
|
|
In thousands of dollars
|
|
|
||||
|
Dec. 31, 2016
|
Dec. 31, 2015
|
||||
Projected benefit obligation
|
$
|
606,413
|
|
$
|
586,624
|
|
Fair value of plan assets
|
$
|
388,168
|
|
$
|
400,193
|
|
In thousands of dollars
|
|
|
||||
|
Dec. 31, 2016
|
Dec. 31, 2015
|
||||
Net actuarial losses
|
$
|
(204,761
|
)
|
$
|
(184,808
|
)
|
Prior service cost
|
(2,717
|
)
|
(3,367
|
)
|
||
Amounts in accumulated other comprehensive income (loss)
|
$
|
(207,478
|
)
|
$
|
(188,175
|
)
|
In thousands of dollars
|
|||
|
2016
|
||
Current year actuarial loss
|
$
|
(23,203
|
)
|
Amortization of previously deferred actuarial loss
|
7,615
|
|
|
Amortization of previously deferred prior service costs
|
670
|
|
|
Adjustment due to spin-off of publishing businesses
|
(4,386
|
)
|
|
Total
|
$
|
(19,304
|
)
|
|
2016
|
2015
|
2014
|
Discount rate
|
4.46%
|
4.19%
|
4.84%
|
Expected return on plan assets
|
7.00%
|
8.00%
|
8.00%
|
Rate of compensation increase
|
3.00%
|
3.00%
|
3.00%
|
|
Dec. 31, 2016
|
Dec. 31, 2015
|
Discount rate
|
4.12%
|
4.46%
|
Rate of compensation increase
|
3.00%
|
3.00%
|
•
|
We play no part in the management of plan investments or any other aspect of plan administration.
|
•
|
Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
If we choose to stop participating in some of our multi-employer plans, we may be required to pay those plans an amount based on the unfunded status of the plan, referred to as withdrawal liability.
|
In thousands of dollars
|
||||||||||||
Fair value measurement as of Dec. 31, 2015
|
||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Assets:
|
|
|
|
|
||||||||
Cash and other
|
$
|
1,098
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,098
|
|
Corporate stock
|
58,291
|
|
—
|
|
—
|
|
58,291
|
|
||||
Corporate bonds
|
—
|
|
99
|
|
—
|
|
99
|
|
||||
Total
|
$
|
59,389
|
|
$
|
99
|
|
$
|
—
|
|
$
|
59,488
|
|
Pension plan investments valued using net asset value as a practical expedient:
|
|
|||||||||||
Common collective trust - equities
|
$
|
172,046
|
|
|||||||||
Common collective trust - fixed income
|
135,914
|
|
||||||||||
Hedge funds
|
14,290
|
|
||||||||||
Partnership/joint venture interests
|
11,796
|
|
||||||||||
Interest in registered investment companies
|
6,659
|
|
||||||||||
Total fair value of plan assets
|
$
|
400,193
|
|
In thousands, except per share amounts
|
|||||||||
|
2016
|
2015
|
2014
|
||||||
Income from continuing operations attributable to TEGNA Inc.
|
$
|
444,171
|
|
$
|
357,458
|
|
$
|
687,936
|
|
Income from discontinued operations, net of tax
|
(7,474
|
)
|
102,064
|
|
374,235
|
|
|||
Net income attributable to TEGNA Inc.
|
$
|
436,697
|
|
$
|
459,522
|
|
$
|
1,062,171
|
|
Weighted average number of common shares outstanding - basic
|
216,358
|
|
224,688
|
|
226,292
|
|
|||
Effect of dilutive securities
|
|
|
|
||||||
Restricted stock
|
1,424
|
|
2,236
|
|
2,624
|
|
|||
Performance Share Units
|
997
|
|
1,867
|
|
1,999
|
|
|||
Stock options
|
902
|
|
930
|
|
992
|
|
|||
Weighted average number of common shares outstanding - diluted
|
219,681
|
|
229,721
|
|
231,907
|
|
|||
Earnings from continuing operations per share - basic
|
$
|
2.05
|
|
$
|
1.59
|
|
$
|
3.04
|
|
Earnings from discontinued operations per share - basic
|
(0.03
|
)
|
0.45
|
|
1.65
|
|
|||
Earnings per share - basic
|
$
|
2.02
|
|
$
|
2.04
|
|
$
|
4.69
|
|
Earnings from continuing operations per share - diluted
|
$
|
2.02
|
|
$
|
1.56
|
|
$
|
2.97
|
|
Earnings from discontinued operations per share - diluted
|
(0.03
|
)
|
0.44
|
|
1.61
|
|
|||
Earnings per share - diluted
|
$
|
1.99
|
|
$
|
2.00
|
|
$
|
4.58
|
|
2016 Restricted Stock and RSU Activity
|
Shares
|
Weighted
average
fair value
|
|||
Unvested at beginning of year
|
2,126,526
|
|
$
|
21.55
|
|
Granted
|
616,743
|
|
$
|
25.08
|
|
Settled
|
(1,277,444
|
)
|
$
|
19.22
|
|
Canceled
|
(322,404
|
)
|
$
|
22.27
|
|
Unvested at end of year
|
1,143,421
|
|
$
|
25.66
|
|
2015 Restricted Stock and RSU Activity
|
Shares
|
Weighted
average
fair value
|
|||
Unvested at beginning of year
|
3,577,598
|
|
$
|
16.97
|
|
Granted
|
491,690
|
|
$
|
31.78
|
|
Settled
|
(1,485,735
|
)
|
$
|
14.66
|
|
Canceled
|
(532,524
|
)
|
$
|
19.28
|
|
Adjustment due to spin-off of Publishing
(a)
|
75,497
|
|
|
||
Unvested at end of year
(a)
|
2,126,526
|
|
$
|
21.55
|
|
2014 Restricted Stock and RSU Activity
|
Shares
|
Weighted
average
fair value
|
|||
Unvested at beginning of year
|
4,193,985
|
|
$
|
13.92
|
|
Granted
|
1,048,516
|
|
$
|
27.26
|
|
Settled
|
(1,263,702
|
)
|
$
|
15.92
|
|
Canceled
|
(401,201
|
)
|
$
|
16.13
|
|
Unvested at end of year
|
3,577,598
|
|
$
|
16.97
|
|
2016 PSUs Activity
|
Target number of shares
|
Weighted average fair value
|
|||
Unvested at beginning of year
|
1,385,940
|
|
$
|
29.21
|
|
Granted
|
392,589
|
|
$
|
30.69
|
|
Settled
|
(687,125
|
)
|
$
|
20.12
|
|
Canceled
|
(72,454
|
)
|
$
|
34.96
|
|
Unvested at end of year
|
1,018,950
|
|
$
|
35.60
|
|
2015 PSUs Activity
|
Target number of shares
|
Weighted average fair value
|
|||
Unvested at beginning of year
|
2,100,115
|
|
$
|
20.95
|
|
Granted
|
285,458
|
|
$
|
39.47
|
|
Settled
|
(925,640
|
)
|
$
|
14.23
|
|
Canceled
|
(123,621
|
)
|
$
|
29.84
|
|
Adjustment due to spin-off of Publishing
(a)
|
49,628
|
|
|
||
Unvested at end of year
(a)
|
1,385,940
|
|
$
|
29.21
|
|
2014 PSUs Activity
|
Target number of shares
|
Weighted average fair value
|
|||
Unvested at beginning of year
|
1,760,488
|
|
$
|
16.92
|
|
Granted
|
436,340
|
|
$
|
37.31
|
|
Canceled
|
(96,713
|
)
|
$
|
21.41
|
|
Unvested at end of year
|
2,100,115
|
|
$
|
20.95
|
|
In thousands of dollars
|
||||||||||||
2016
|
Retirement Plans
|
Foreign Currency Translation
|
Other
|
Total
|
||||||||
Balance at beginning of year
|
$
|
(116,496
|
)
|
$
|
(20,129
|
)
|
$
|
5,674
|
|
$
|
(130,951
|
)
|
Other comprehensive loss before reclassifications
|
(13,143
|
)
|
(8,431
|
)
|
(11,346
|
)
|
(32,920
|
)
|
||||
Adjustment due to spin-off of publishing businesses
|
(2,642
|
)
|
—
|
|
—
|
|
(2,642
|
)
|
||||
Amounts reclassified from AOCL
|
4,940
|
|
—
|
|
—
|
|
4,940
|
|
||||
Balance at end of year
|
$
|
(127,341
|
)
|
$
|
(28,560
|
)
|
$
|
(5,672
|
)
|
$
|
(161,573
|
)
|
In thousands of dollars
|
||||||||||||
2015
|
Retirement Plans
|
Foreign Currency Translation
|
Other
|
Total
|
||||||||
Balance at beginning of year
|
$
|
(1,172,245
|
)
|
$
|
391,113
|
|
$
|
2,363
|
|
$
|
(778,769
|
)
|
Other comprehensive income (loss) before reclassifications
|
23,094
|
|
(1,966
|
)
|
3,311
|
|
24,439
|
|
||||
Spin-off publishing businesses
|
1,012,745
|
|
(409,276
|
)
|
—
|
|
603,469
|
|
||||
Amounts reclassified from AOCL
|
19,910
|
|
—
|
|
—
|
|
19,910
|
|
||||
Balance at end of year
|
$
|
(116,496
|
)
|
$
|
(20,129
|
)
|
$
|
5,674
|
|
$
|
(130,951
|
)
|
In thousands of dollars
|
||||||||||||
2014
|
Retirement Plans
|
Foreign Currency Translation
|
Other
|
Total
|
||||||||
Balance at beginning of year
|
$
|
(923,595
|
)
|
$
|
427,177
|
|
$
|
2,363
|
|
$
|
(494,055
|
)
|
Other comprehensive loss before reclassifications
|
(276,219
|
)
|
(36,064
|
)
|
—
|
|
(312,283
|
)
|
||||
Amounts reclassified from AOCL
|
27,569
|
|
—
|
|
—
|
|
27,569
|
|
||||
Balance at end of year
|
$
|
(1,172,245
|
)
|
$
|
391,113
|
|
$
|
2,363
|
|
$
|
(778,769
|
)
|
In thousands of dollars
|
|
||||||||
|
2016
|
2015
|
2014
|
||||||
Amortization of prior service cost
|
$
|
96
|
|
$
|
1,176
|
|
$
|
(4,082
|
)
|
Amortization of actuarial loss
|
7,972
|
|
31,357
|
|
46,489
|
|
|||
Total reclassifications, before tax
|
8,068
|
|
32,533
|
|
42,407
|
|
|||
Income tax effect
|
(3,128
|
)
|
(12,623
|
)
|
(14,838
|
)
|
|||
Total reclassifications, net of tax
|
$
|
4,940
|
|
$
|
19,910
|
|
$
|
27,569
|
|
(1)
|
Corporate amounts represent those not directly related to our
two
business segments.
|
(2)
|
Operating income for Media and Digital Segments includes pre-tax net asset impairment and facility consolidation charges (gains) for each year presented. See Note 12.
|
(3)
|
Total of business segment identifiable assets exclude assets recorded in discontinued operations on the consolidated balance sheets of
$7.3 million
at Dec. 31, 2015.
|
(4)
|
Unallocated expenses represent certain expenses that historically were allocated to the former Publishing Segment but that could not be allocated to discontinued operations as they were not clearly and specifically identifiable to the spun-off businesses.
|
2016
|
Pre-Tax
Amount
|
||||
Asset impairment and facility consolidation charges:
|
|||||
Goodwill - Digital
|
$
|
15,218
|
|
||
Other:
|
|
||||
Media
|
8,633
|
|
|||
Digital
|
5,915
|
|
|||
Corporate
|
2,364
|
|
|||
Total asset impairment and facility consolidation charges against operations
|
$
|
32,130
|
|
2015
|
Pre-Tax
Amount
|
||||
Asset impairment and facility consolidation charges (gains):
|
|||||
Goodwill - Digital
|
$
|
8,000
|
|
||
Other intangibles - Digital
|
900
|
|
|||
Other:
|
|
||||
Media
|
8,078
|
|
|||
Digital
|
13,095
|
|
|||
Corporate
|
962
|
|
|||
Gain on sale of corporate headquarters
|
(89,892
|
)
|
|||
Total asset impairment and facility consolidation charges (gains) against operations
|
$
|
(58,857
|
)
|
2014
|
Pre-Tax
Amount
|
||||
Asset impairment and facility consolidation charges:
|
|||||
Goodwill - Digital
|
$
|
30,271
|
|
||
Other intangibles - Digital
|
971
|
|
|||
Other - Media
|
13,719
|
|
|||
Total asset impairment and facility consolidation charges against operations
|
$
|
44,961
|
|
In thousands
|
Year ended Dec. 31, 2015
|
||||||||
|
Publishing
|
Other
|
Total
|
||||||
Operating revenues
|
$
|
1,400,006
|
|
$
|
191,025
|
|
$
|
1,591,031
|
|
Income (loss) from discontinued operations, before income taxes
|
169,220
|
|
(36,068
|
)
|
133,152
|
|
|||
Provision for income taxes
|
43,735
|
|
(12,647
|
)
|
31,088
|
|
|||
Income (loss) from discontinued operations, net of tax
|
125,485
|
|
(23,421
|
)
|
102,064
|
|
In thousands
|
Year ended Dec. 28, 2014
|
||||||||
|
Publishing
|
Other
|
Total
|
||||||
Operating revenues
|
$
|
3,133,861
|
|
$
|
248,172
|
|
$
|
3,382,033
|
|
Income (loss) from discontinued operations, before income taxes
|
372,549
|
|
(7,185
|
)
|
365,364
|
|
|||
Provision for income taxes
|
(11,817
|
)
|
2,946
|
|
(8,871
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
384,366
|
|
(10,131
|
)
|
374,235
|
|
In thousands
|
Year ended Dec. 31, 2015
|
||||||||
|
Publishing
|
Other
|
Total
|
||||||
Depreciation
|
$
|
49,542
|
|
$
|
725
|
|
$
|
50,267
|
|
Amortization
|
7,008
|
|
—
|
|
7,008
|
|
|||
Capital expenditures
|
(20,252
|
)
|
(681
|
)
|
(20,933
|
)
|
|||
Payments for acquisitions, net of cash acquired
|
(28,668
|
)
|
—
|
|
(28,668
|
)
|
|||
Payments for investments
|
(2,000
|
)
|
—
|
|
(2,000
|
)
|
|||
Proceeds from investments
|
12,402
|
|
—
|
|
12,402
|
|
In thousands
|
Year ended Dec. 28, 2014
|
||||||||
|
Publishing
|
Other
|
Total
|
||||||
Depreciation
|
$
|
99,029
|
|
$
|
973
|
|
$
|
100,002
|
|
Amortization
|
13,885
|
|
—
|
|
13,885
|
|
|||
Capital expenditures
|
(79,168
|
)
|
(454
|
)
|
(79,622
|
)
|
|||
Payments for acquisitions, net of cash acquired
|
(113
|
)
|
—
|
|
(113
|
)
|
|||
Payments for investments
|
(2,500
|
)
|
—
|
|
(2,500
|
)
|
|||
Proceeds from investments
|
18,629
|
|
—
|
|
18,629
|
|
In thousands of dollars, except per share amounts
|
Fiscal Year
(1)
|
||||||||||||||
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Operating revenue
|
$
|
3,341,198
|
|
$
|
3,050,945
|
|
$
|
2,626,141
|
|
$
|
1,603,123
|
|
$
|
1,631,987
|
|
Operating expenses
|
2,369,124
|
|
2,137,787
|
|
1,918,642
|
|
1,292,263
|
|
1,284,352
|
|
|||||
Operating income
|
972,074
|
|
913,158
|
|
707,499
|
|
310,860
|
|
347,635
|
|
|||||
Non-operating (expense) income
|
|
|
|
|
|
|
|
|
|||||||
Equity (loss) income in unconsolidated investments, net
|
(7,170
|
)
|
(5,064
|
)
|
151,462
|
|
21,055
|
|
11,001
|
|
|||||
Interest expense
|
(232,013
|
)
|
(273,629
|
)
|
(272,668
|
)
|
(174,818
|
)
|
(148,974
|
)
|
|||||
Other non-operating items (2)
|
(20,439
|
)
|
(11,529
|
)
|
404,403
|
|
(45,279
|
)
|
8,086
|
|
|||||
Total
|
(259,622
|
)
|
(290,222
|
)
|
283,197
|
|
(199,042
|
)
|
(129,887
|
)
|
|||||
Income before income taxes
|
712,452
|
|
622,936
|
|
990,696
|
|
111,818
|
|
217,748
|
|
|||||
Provision for income taxes
|
216,979
|
|
202,314
|
|
234,471
|
|
13,122
|
|
91,933
|
|
|||||
Income from continuing operations
|
495,473
|
|
420,622
|
|
756,225
|
|
98,696
|
|
125,815
|
|
|||||
Income from continuing operations attributable to noncontrolling interests
|
(51,302
|
)
|
(63,164
|
)
|
(68,289
|
)
|
(57,233
|
)
|
(50,727
|
)
|
|||||
Income from continuing operations attributable to TEGNA Inc.
|
$
|
444,171
|
|
$
|
357,458
|
|
$
|
687,936
|
|
$
|
41,463
|
|
$
|
75,088
|
|
Income from continuing operations per share:
|
|
|
|
|
|
|
|
|
|
||||||
basic
|
$
|
2.05
|
|
$
|
1.59
|
|
$
|
3.04
|
|
$
|
0.18
|
|
$
|
0.32
|
|
diluted
|
$
|
2.02
|
|
$
|
1.56
|
|
$
|
2.97
|
|
$
|
0.18
|
|
$
|
0.32
|
|
Other selected financial data
|
|
|
|
|
|
|
|
|
|
||||||
Dividends declared per share
|
$
|
0.56
|
|
$
|
0.68
|
|
$
|
0.80
|
|
$
|
0.80
|
|
$
|
0.80
|
|
Non-GAAP income from continuing operations per diluted share (3)
|
$
|
2.33
|
|
$
|
1.44
|
|
$
|
1.22
|
|
$
|
0.34
|
|
$
|
0.71
|
|
Weighted average number of common shares outstanding
in thousands:
|
|
|
|
|
|
|
|
|
|
||||||
basic
|
216,358
|
|
224,688
|
|
226,292
|
|
228,541
|
|
232,327
|
|
|||||
diluted
|
219,681
|
|
229,721
|
|
231,907
|
|
234,189
|
|
236,690
|
|
|||||
Financial position and cash flow
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt, excluding current maturities (4)
|
$
|
4,042,749
|
|
$
|
4,169,016
|
|
$
|
4,488,028
|
|
$
|
3,707,010
|
|
$
|
1,432,100
|
|
TEGNA Inc. Shareholders’ equity
|
$
|
2,271,418
|
|
$
|
2,191,971
|
|
$
|
3,254,914
|
|
$
|
2,693,098
|
|
$
|
2,350,614
|
|
Total assets
|
$
|
8,542,725
|
|
$
|
8,505,958
|
|
$
|
11,242,195
|
|
$
|
9,240,706
|
|
$
|
6,379,886
|
|
Free cash flow (5)
|
$
|
588,633
|
|
$
|
532,464
|
|
$
|
697,186
|
|
$
|
401,081
|
|
$
|
664,866
|
|
Return on equity (6)
|
19.6
|
%
|
16.9
|
%
|
35.7
|
%
|
15.4
|
%
|
18.1
|
%
|
|||||
Credit ratios
|
|
|
|
|
|
||||||||||
Leverage ratio (7)
|
3.89x
|
|
4.08x
|
|
2.96x
|
|
3.24x
|
|
1.41x
|
|
(1)
|
Beginning with our 2015 fiscal year, we changed to a calendar year-end reporting cycle. All fiscal years prior to 2015 included 52 weeks, except for 2012 which included 53 weeks.
|
(2)
|
Our income from other non-operating items in 2014 included a $476.7 million pre-tax non-cash gain ($285.9 million after-tax) primarily representing the write-up of our prior 27% investment in Cars.com to fair value following our acquisition of the remaining 73% stake. See Note 3 of the consolidated financial statements for further information.
|
(3)
|
See page 25 for a reconciliation of income from continuing operations per share presented in accordance with GAAP.
|
(4)
|
The increase in our long-term debt in 2014 and 2013 was primarily due to additional borrowings to fund the acquisitions of Cars.com and Belo in 2014 and 2013, respectively. See Note 3 of the consolidated financial statements for further information.
|
(5)
|
See page 68 for a reconciliation of free cash flow to net cash flow from operating activities, which we believe is the most directly comparable measure calculated and presented in accordance with GAAP.
|
(6)
|
Calculated using income from continuing operations attributable to TEGNA Inc. plus earnings from discontinued operations.
|
(7)
|
The leverage ratio is calculated in accordance with our revolving credit agreement and term loan agreement. Currently, we are required to maintain a leverage ratio of less than 5.0x. These agreements are described more fully on page 28 in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Acquisitions 2016-2012
|
|||
Year
|
Name
|
Location
|
Description of Business
|
2016
|
Aurico Inc. (Aurico)
|
Arlington Heights, IL
|
Provider of background screening and drug testing
|
|
DMR Holdings, Inc. (DealerRater)
|
Waltham, MA
|
Automotive dealer review website
|
|
Employee Benefit Specialists, Inc. (d/b/a WORKTERRA)
|
Pleasanton, CA
|
Cloud-based human capital management platform
|
2015
|
Textkernel
|
Amsterdam
|
Software company providing semantic recruitment technology
|
|
KGW, WHAS and KMSB
|
Portland, OR, Louisville, KY and Tucson, AZ
|
Television stations
|
2014
|
Broadbean
|
London, United Kingdom
|
Global recruitment technology company
|
|
London Broadcasting Company
|
Abilene, Beaumont, Bryan, Corpus Christi, Longview, Port Arthur, San Angelo, Sweetwater, Temple, Tyler, Waco all in Texas
|
Television stations
|
|
Classified Ventures LLC (d/b/a Cars.com)
|
Chicago, IL
|
Independent search site for car shoppers
|
|
SocialReferral B.V.
|
Netherlands
|
Software to power employee referral programs utilizing social media
|
2013
|
Vietnam Online Network
|
Vietnam
|
Recruitment services and human resource solutions for employers
|
|
Oil and Gas Job Search
|
Manchester, England
|
Online recruitment catering to the oil and gas industry
|
|
Belo Corp.
|
Arizona, Idaho, Kentucky, Louisiana, Missouri, North Carolina, Oregon, Texas, Virginia, Washington
|
Owner and operator of 20 television stations in 15 markets across the U.S.
|
2012
|
Ceviu
|
Brazil
|
Information technology job board
|
|
Top Language Jobs
|
Europe
|
Global online jobsite for multi-language jobs and candidates
|
|
BLiNQ Media, LLC
|
New York City, NY
|
Social engagement advertising solutions for agencies and brands
|
|
Mobestream Media
|
Dallas, TX
|
Developer of the Key Ring consumer rewards mobile platform
|
|
Economic Modeling Specialist Intl.
|
Moscow, ID
|
Economic software firm specializing in employment data/analysis
|
|
Rovion
|
Boston, MA
|
Self-service technology platform for rich media
|
Dispositions 2016-2012
|
|||
Year
|
Name
|
Location
|
Description of Business
|
2016
|
Cofactor (ShopLocal)
|
Chicago, IL
|
Marketing and database services company
|
|
Sightline Media Group (Sightline)
|
Springfield, VA
|
Weekly and monthly periodicals
|
2015
|
Gannett Healthcare Group
|
Hoffman Estates, IL
|
Provides continuing education, certification test preparation, online recruitment, digital media, publications and related services for nurses and other healthcare professionals
|
|
Gannett Co., Inc.
|
McLean, VA
|
Multi-platform news and information company
|
|
Clipper Magazine
|
Mountville, PA
|
Advertising and marketing solutions provider
|
|
Mobestream Media
|
Dallas, TX
|
Developer of the Key Ring consumer rewards mobile platform
|
|
PointRoll
|
King of Prussia, PA
|
Multi-screen digital ad tech and services company
|
2014
|
KMOV
|
St. Louis, MO
|
Television station
|
|
KTVK/KASW
|
Phoenix, AZ
|
Television stations
|
2013
|
Captivate Network, Inc.
|
Chelmsford, MA
|
News and entertainment network
|
In thousands of dollars
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Net cash flow from operating activities
|
$
|
683,429
|
|
$
|
651,231
|
|
$
|
847,540
|
|
$
|
511,488
|
|
$
|
756,740
|
|
Purchase of property and equipment
|
(94,796
|
)
|
(118,767
|
)
|
(150,354
|
)
|
(110,407
|
)
|
(91,874
|
)
|
|||||
Free cash flow
|
$
|
588,633
|
|
$
|
532,464
|
|
$
|
697,186
|
|
$
|
401,081
|
|
$
|
664,866
|
|
QUARTERLY STATEMENTS OF INCOME (Unaudited)
|
|||||||||||||||||||
In thousands of dollars, except per share amounts
|
2016 Quarters
|
||||||||||||||||||
|
First
(1)
|
|
Second
(2)
|
|
Third
(3)
|
|
Fourth
(4)
|
|
Total
|
||||||||||
Operating revenues
|
$
|
781,732
|
|
|
$
|
811,785
|
|
|
$
|
860,265
|
|
|
$
|
887,416
|
|
|
$
|
3,341,198
|
|
Operating income
|
201,919
|
|
|
226,594
|
|
|
263,772
|
|
|
279,789
|
|
|
972,074
|
|
|||||
Net income from continuing operations
|
103,410
|
|
|
114,385
|
|
|
133,435
|
|
|
144,243
|
|
|
495,473
|
|
|||||
Net loss from discontinued operations
|
(7,474
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,474
|
)
|
|||||
Noncontrolling interests
|
(10,492
|
)
|
|
(14,934
|
)
|
|
(14,752
|
)
|
|
(11,124
|
)
|
|
(51,302
|
)
|
|||||
Net income attributable to TEGNA Inc.
|
85,444
|
|
|
99,451
|
|
|
118,683
|
|
|
133,119
|
|
|
436,697
|
|
|||||
Net income per share—basic
|
$
|
0.39
|
|
|
$
|
0.46
|
|
|
$
|
0.55
|
|
|
$
|
0.62
|
|
|
$
|
2.02
|
|
Net income per share—diluted
|
$
|
0.38
|
|
|
$
|
0.45
|
|
|
$
|
0.54
|
|
|
$
|
0.61
|
|
|
$
|
1.99
|
|
|
2015 Quarters
(5)
|
||||||||||||||||||
|
First
(6)
|
|
Second
(7)
|
|
Third
|
|
Fourth
(8)
|
|
Total
|
||||||||||
Operating revenues
|
$
|
731,491
|
|
|
$
|
756,672
|
|
|
$
|
757,518
|
|
|
$
|
805,264
|
|
|
$
|
3,050,945
|
|
Operating income
|
182,472
|
|
|
185,689
|
|
|
218,102
|
|
|
326,895
|
|
|
913,158
|
|
|||||
Net income from continuing operations
|
84,002
|
|
|
54,156
|
|
|
111,059
|
|
|
171,405
|
|
|
420,622
|
|
|||||
Net income from discontinued operations
|
43,481
|
|
|
77,337
|
|
|
(5,317
|
)
|
|
(13,437
|
)
|
|
102,064
|
|
|||||
Noncontrolling interests
|
(14,590
|
)
|
|
(15,624
|
)
|
|
(17,487
|
)
|
|
(15,463
|
)
|
|
(63,164
|
)
|
|||||
Net income attributable to TEGNA Inc.
|
112,893
|
|
|
115,869
|
|
|
88,255
|
|
|
142,505
|
|
|
459,522
|
|
|||||
Net income per share—basic
|
$
|
0.50
|
|
|
$
|
0.51
|
|
|
$
|
0.39
|
|
|
$
|
0.65
|
|
|
$
|
2.04
|
|
Net income per share—diluted
|
$
|
0.49
|
|
|
$
|
0.50
|
|
|
$
|
0.38
|
|
|
$
|
0.63
|
|
|
$
|
2.00
|
|
1)
|
Results for the first quarter of 2016 include special items affecting operating income. Special items primarily related to workforce restructuring totaled $7.9 million ($4.8 million after-tax or $0.02 per share).
|
2)
|
Results for the second quarter of 2016 include special items affecting operating income. Special items primarily related to non-cash impairments on certain long-lived assets and workforce restructuring totaled $10.6 million ($6.5 million after-tax or $0.03 per share).
|
3)
|
Results for the third quarter of 2016 include special items affecting operating income. Special items related to a non-cash goodwill impairment and workforce restructuring charges totaled $18.3 million ($11.1 million after-tax or $0.05 per share). Refer to Notes 4 and 12 of our consolidated financial statements for more information on the goodwill impairment charge.
|
4)
|
Results for the fourth quarter of 2016 include special items affecting operating income. Special items consisting of non-cash asset impairments and workforce restructuring totaled $18.7 million ($11.7 million after-tax or $0.05 per share).
|
5)
|
Beginning with our 2015 fiscal year, we changed our financial reporting cycle to a calendar year-end reporting cycle and an end-of-month quarterly reporting cycle. Accordingly, effective starting in the fourth quarter of 2015, our 2015 fourth quarter included the period from September 28, 2015 through Dec. 31, 2015.
|
6)
|
Results for the first quarter of 2015 include special items affecting operating income. Special items primarily related to transformation costs and accelerated depreciation on certain assets, totaled $5.9 million ($3.7 million after-tax or $0.02 per share) which was offset by a $12.7 million gain ($7.9 million after tax or $0.03 per share) from the sale of a building.
|
7)
|
Results for the second quarter of 2015 include special items affecting operating income. Special items primarily related to non-cash impairments on certain intangibles totaled $13.7 million ($8.6 million after-tax or $0.04 per share). Refer to Notes 4 and 12 of our consolidated financial statements for more information on impairment of intangible assets.
|
8)
|
Results for the fourth quarter of 2015 include special items affecting operating income. Special items consisting primarily of non-cash asset impairments and workforce restructuring totaled $19.0 million ($14.2 million after-tax or $0.06 per share) which was offset by an $89.9 million gain ($54.9 million after-tax or $0.24 per share) from the sale of our corporate office building.
|
(a)
|
Financial Statements, Financial Statement Schedules and Exhibits.
|
Dated: February 27, 2017
|
TEGNA Inc. (Registrant)
|
||
|
|
|
|
|
By:
|
|
/s/ Victoria D. Harker
|
|
|
|
Victoria D. Harker,
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(principal financial officer)
|
Dated: February 27, 2017
|
|
/s/ Gracia C. Martore
|
|
|
Gracia C. Martore,
|
|
|
President and Chief Executive
|
|
|
Officer
(principal executive officer)
|
Dated: February 27, 2017
|
|
/s/ Victoria D. Harker
|
|
|
Victoria D. Harker,
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(principal financial officer)
|
|
|
|
Dated: February 27, 2017
|
|
/s/ Clifton A. McClelland III
|
|
|
Clifton A. McClelland III
|
|
|
Vice President and Controller
|
|
|
(principal accounting officer)
|
Dated: February 27, 2017
|
/s/ Jennifer Dulski
|
|
Jennifer Dulski, Director
|
Dated: February 27, 2017
|
/s/ Howard D. Elias
|
|
Howard D. Elias, Director
|
Dated: February 27, 2017
|
/s/ Lidia Fonseca
|
|
Lidia Fonseca, Director
|
Dated: February 27, 2017
|
/s/ Jill Greenthal
|
|
Jill Greenthal, Director
|
Dated: February 27, 2017
|
/s/ Marjorie Magner
|
|
Marjorie Magner, Director, Chairman
|
Dated: February 27, 2017
|
/s/ Gracia C. Martore
|
|
Gracia C. Martore, Director
|
Dated: February 27, 2017
|
/s/ Scott K. McCune
|
|
Scott K. McCune, Director
|
Dated: February 27, 2017
|
/s/ Henry W. McGee
|
|
Henry W. McGee, Director
|
Dated: February 27, 2017
|
/s/ Susan Ness
|
|
Susan Ness, Director
|
Dated: February 27, 2017
|
/s/ Bruce P. Nolop
|
|
Bruce P. Nolop, Director
|
Dated: February 27, 2017
|
/s/ Neal Shapiro
|
|
Neal Shapiro, Director
|
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 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 filed on July 2, 2015.
|
|
|
|
|
|
3-2
|
|
By-laws, as amended through December 8, 2015.
|
|
Incorporated by reference to Exhibit 3-2 to TEGNA Inc.’s Form 8-K filed on December 11, 2015.
|
|
|
|
|
|
4-1
|
|
Indenture dated as of March 1, 1983, between TEGNA Inc. and Citibank, N.A., as Trustee.
|
|
Incorporated by reference to Exhibit 4-2 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 29, 1985.
|
|
|
|
|
|
4-2
|
|
First Supplemental Indenture dated as of November 5, 1986, among TEGNA Inc., Citibank, N.A., as Trustee, and Sovran Bank, N.A., as Successor Trustee.
|
|
Incorporated by reference to Exhibit 4 to TEGNA Inc.’s Form 8-K filed on November 9, 1986.
|
|
|
|
|
|
4-3
|
|
Second Supplemental Indenture dated as of June 1, 1995, among TEGNA Inc., NationsBank, N.A., as Trustee, and Crestar Bank, as Trustee.
|
|
Incorporated by reference to Exhibit 4 to TEGNA Inc.’s Form 8-K filed on June 15, 1995.
|
|
|
|
|
|
4-4
|
|
Third Supplemental Indenture, dated as of March 14, 2002, between TEGNA Inc. and Wells Fargo Bank Minnesota, N.A., as Trustee.
|
|
Incorporated by reference to Exhibit 4-16 to TEGNA Inc.’s Form 8-K filed on March 14, 2002.
|
|
|
|
|
|
4-5
|
|
Fourth Supplemental Indenture, dated as of June 16, 2005, between TEGNA Inc. and Wells Fargo Bank Minnesota, N.A., as Trustee.
|
|
Incorporated by reference to Exhibit 4-5 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 26, 2005.
|
|
|
|
|
|
4-6
|
|
Fifth Supplemental Indenture, dated as of May 26, 2006, between TEGNA Inc. and Wells Fargo Bank, N.A., as Trustee.
|
|
Incorporated by reference to Exhibit 4-5 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 25, 2006.
|
|
|
|
|
|
4-7
|
|
Sixth Supplemental Indenture, dated as of June 29, 2007, between TEGNA Inc. and Wells Fargo Bank, N.A., as Successor Trustee.
|
|
Incorporated by reference to Exhibit 4-5 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended July 1, 2007.
|
|
|
|
|
|
4-8
|
|
Eleventh Supplemental Indenture, dated as of October 3, 2013, between TEGNA Inc. and U.S. Bank National Association as Trustee.
|
|
Incorporated by reference to Exhibit 4-8 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 29, 2013.
|
|
|
|
|
|
4-9
|
|
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
|
|
Supplemental Executive Medical Plan Amended and Restated as of January 1, 2011.*
|
|
Incorporated by reference to Exhibit 10-2 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 26, 2010.
|
|
|
|
|
|
10-1-1
|
|
Amendment No. 1 to the Supplemental Executive Medical Plan Amended and Restated as of January 1, 2012.*
|
|
Incorporated by reference to Exhibit 10-1-1 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 30, 2012.
|
|
|
|
|
|
10-1-2
|
|
Amendment No. 2 to the TEGNA Inc. Supplemental Executive Medical Plan dated as of June 26, 2015.*
|
|
Incorporated by reference to Exhibit 10-6 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015.
|
|
|
|
|
|
10-1-3
|
|
Amendment No. 3 to the TEGNA Inc. Supplemental Executive Medical Plan effective as of November 1, 2016.*
|
|
Attached.
|
|
|
|
|
|
10-2
|
|
Supplemental Executive Medical Plan for Retired Executives dated December 22, 2010 and effective January 1, 2011.*
|
|
Incorporated by reference to Exhibit 10-2-1 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 26, 2010.
|
|
|
|
|
|
10-2-1
|
|
Amendment No. 1 to the TEGNA Inc. Supplemental Executive Medical Plan for Retired Executives dated as of June 26, 2015.*
|
|
Incorporated by reference to Exhibit 10-7 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015.
|
|
|
|
|
|
10-2-2
|
|
Amendment No. 2 to the TEGNA Inc. Supplemental Executive Medical Plan for Retired Executives effective as of November 1, 2016.*
|
|
Attached.
|
|
|
|
|
|
10-3
|
|
TEGNA Inc. Supplemental Retirement Plan Restatement.*
|
|
Incorporated by reference to Exhibit 10-2 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 30, 2007.
|
|
|
|
|
|
10-3-1
|
|
Amendment No. 1 to the TEGNA Inc. Supplemental Retirement Plan dated July 31, 2008 and effective August 1, 2008.*
|
|
Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 28, 2008.
|
|
|
|
|
|
10-3-2
|
|
Amendment No. 2 to the TEGNA Inc. Supplemental Retirement Plan dated December 22, 2010.*
|
|
Incorporated by reference to Exhibit 10-3-2 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 26, 2010.
|
|
|
|
|
|
10-3-3
|
|
Amendment No. 3 to the TEGNA Inc. Supplemental Retirement Plan dated as of June 26, 2015.
|
|
Incorporated by reference to Exhibit 10-8 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015.
|
|
|
|
|
|
10-4
|
|
TEGNA Inc. Deferred Compensation Plan Restatement dated February 1, 2003 (reflects all amendments through July 25, 2006).*
|
|
Incorporated by reference to Exhibit 10-4 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 31, 2006.
|
|
|
|
|
|
10-4-1
|
|
TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals.*
|
|
Incorporated by reference to Exhibit 10-3 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended July 1, 2007.
|
|
|
|
|
|
10-4-2
|
|
Amendment No. 1 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated July 31, 2008 and effective August 1, 2008.*
|
|
Incorporated by reference to Exhibit 10-2 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 28, 2008.
|
|
|
|
|
|
10-4-3
|
|
Amendment No. 2 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated December 9, 2008.*
|
|
Incorporated by reference to Exhibit 10-4-3 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-4-4
|
|
Amendment No. 3 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated October 27, 2009.*
|
|
Incorporated by reference to Exhibit 10-4-4 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 27, 2009.
|
|
|
|
|
|
10-4-5
|
|
Amendment No. 4 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated December 22, 2010.*
|
|
Incorporated by reference to Exhibit 10-4-5 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 26, 2010.
|
|
|
|
|
|
10-4-6
|
|
Amendment No. 5 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated as of June 26, 2015.*
|
|
Incorporated by reference to Exhibit 10-10 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015.
|
|
|
|
|
|
10-4-7
|
|
Amendment No. 6 to the TEGNA Inc. Deferred Compensation Plan Rues for Post-2004 Deferrals dated as of December 8, 2015.*
|
|
Incorporated by reference to Exhibit 10-4-7 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 31, 2015.
|
|
|
|
|
|
10-5
|
|
Amendment to the TEGNA Inc. Deferred Compensation Plan Restatement Rules for Pre-2005 Deferrals dated as of June 26, 2015.*
|
|
Incorporated by reference to Exhibit 10-9 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015.
|
|
|
|
|
|
10-6
|
|
TEGNA Inc. Transitional Compensation Plan Restatement.*
|
|
Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 30, 2007.
|
|
|
|
|
|
10-6-1
|
|
Amendment No. 1 to TEGNA Inc. Transitional Compensation Plan Restatement dated as of May 4, 2010.*
|
|
Incorporated by reference to Exhibit 10-3 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended March 28, 2010.
|
|
|
|
|
|
10-6-2
|
|
Amendment No. 2 to TEGNA Inc. Transitional Compensation Plan Restatement dated as of December 22, 2010.*
|
|
Incorporated by reference to Exhibit 10-5-2 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 26, 2010.
|
|
|
|
|
|
10-6-3
|
|
Amendment No. 3 to TEGNA Inc. Transitional Compensation Plan Restatement dated as of June 26, 2015.*
|
|
Incorporated by reference to Exhibit 10-11 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015.
|
|
|
|
|
|
10-6-4
|
|
Notice to Transitional Compensation Plan Restatement Participants.*
|
|
Incorporated by reference to Exhibit 10-6-4 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 31, 2015.
|
|
|
|
|
|
10-7
|
|
TEGNA Inc. 2001 Omnibus Incentive Compensation Plan, as amended and restated as of May 4, 2010.*
|
|
Incorporated by reference to Exhibit 10-2 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended March 28, 2010.
|
|
|
|
|
|
10-7-1
|
|
Amendment No. 1 to the TEGNA Inc. 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010).*
|
|
Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 8-K filed on February 25, 2015.
|
|
|
|
|
|
10-7-2
|
|
Amendment No. 2 to the TEGNA Inc. 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010) dated as of June 26, 2015.*
|
|
Incorporated by reference to Exhibit 10-12 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015.
|
|
|
|
|
|
10-7-3
|
|
Amendment No. 3 to the TEGNA Inc. 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010) dated as of February 23, 2016.*
|
|
Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 8-K filed on February 26, 2016.
|
|
|
|
|
|
10-7-4
|
|
Amendment No. 4 to the TEGNA Inc. 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010) effective as of November 1, 2016.*
|
|
Attached.
|
|
|
|
|
|
10-7-5
|
|
Form of Director Stock Option Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-7-3 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 30, 2007.
|
|
|
|
|
|
10-7-6
|
|
Form of Director Restricted Stock Unit Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-6-9 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 28, 2014.
|
|
|
|
|
|
10-7-7
|
|
Form of Director Restricted Stock Unit Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-20 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 27, 2015.
|
|
|
|
|
|
10-7-8
|
|
Form of Director Restricted Stock Unit Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-3-1 to TEGNA Inc.’s Form 8-K filed on December 11, 2015.
|
|
|
|
|
|
10-7-9
|
|
Form of Executive Officer Stock Option Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-6-5 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-7-10
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-2 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended March 31, 2013.
|
|
|
|
|
|
10-7-11
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-6-10 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 28, 2014.
|
|
|
|
|
|
10-7-12
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-21 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 27, 2015.
|
|
|
|
|
|
10-7-13
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-3-2 to TEGNA Inc.’s Form 8-K filed on December 11, 2015.
|
|
|
|
|
|
10-7-14
|
|
Form of Executive Officer Performance Share Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-6-8 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 29, 2013.
|
|
|
|
|
|
10-7-15
|
|
Form of Executive Officer Performance Share Award Agreement. *
|
|
Incorporated by reference to Exhibit 10-6-11 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 28, 2014.
|
|
|
|
|
|
10-7-16
|
|
Form of Executive Officer Performance Share Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-6-11 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended March 29, 2015.
|
|
|
|
|
|
10-7-17
|
|
Form of Executive Officer Performance Share Award Agreement.*
|
|
Incorporated by reference to Exhibit 10-3-3 to TEGNA Inc.’s Form 8-K filed on December 11, 2015.
|
|
|
|
|
|
10-8
|
|
Amendment and Restatement Agreement, dated as of August 5, 2013, to each of (i) the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of March 11, 2002 and effective as of March 18, 2002, as amended and restated as of December 13, 2004 and effective as of January 5, 2005, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by the Third Amendment thereto, dated as of September 28, 2009, as further amended by the Fourth Amendment thereto, dated as of August 25, 2010 and as further amended by the Fifth Amendment and Waiver, dated as of September 30, 2010 (the “2002 Credit Agreement”), among TEGNA Inc., a Delaware corporation (“TEGNA”), the several banks and other financial institutions from time to time parties to the Credit Agreement (the “2002 Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “2002 Administrative Agent”), JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, and Barclays Bank PLC, as documentation agent, (ii) the Competitive Advance and Revolving Credit Agreement, dated as of February 27, 2004 and effective as of March 15, 2004, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by the Third Amendment thereto, dated as of September 28, 2009, as further amended by the Fourth Amendment thereto, dated as of August 25, 2010, and as further amended by the Fifth Amendment and Waiver, dated as of September 30, 2010 (the “2004 Credit Agreement”), among TEGNA, the several banks and other financial institutions from time to time parties to the Credit Agreement (the “2004 Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, and Barclays Bank PLC and SunTrust Bank, as documentation agents and (iii) the Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by the Third Amendment thereto, dated as of September 28, 2009, as further amended by the Fourth Amendment thereto, dated as of August 25, 2010 and as further amended by the Fifth Amendment and Waiver, dated as of September 30, 2010 (the “2005 Credit Agreement” and, together with the 2002 Credit Agreement and the 2004 Credit Agreement, the “Credit Agreements”), among TEGNA, the several banks and other financial institutions from time to time parties to the Credit Agreement (the “2005 Lenders” and, together with the 2002 Lenders and the 2004 Lenders, the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “2005 Administrative Agent” and, together with the 2002 Administrative Agent and the 2004 Administrative Agent, the “Administrative Agent”), JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, and Barclays Bank PLC, as documentation agent, by and between TEGNA, the Guarantors under the Credit Agreements as of the date hereof, the Administrative Agent, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as issuing lenders and the Lenders party thereto.
|
|
Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 29, 2013.
|
|
|
|
|
|
|
|
|
|
|
10-9
|
|
Master Assignment and Assumption, dated as of August 5, 2013, by and between each of the lenders listed thereon as assignors and/or assignees.
|
|
Incorporated by reference to Exhibit 10-2 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 29, 2013.
|
|
|
|
|
|
10-10
|
|
Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, by and among TEGNA Inc., the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A. as syndication agents.
|
|
Incorporated by reference to Exhibit 10-3 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 29, 2013.
|
|
|
|
|
|
10-11
|
|
Sixth Amendment, dated as of September 24, 2013, to the Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by the Third Amendment thereto, dated as of September 28, 2009, as further amended by the Fourth Amendment thereto, dated as of August 25, 2010, as further amended by the Fifth Amendment and Waiver, dated as of September 30, 2010, and as further amended and restated pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, by and 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.
|
|
Incorporated by reference to Exhibit 10-4 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 29, 2013.
|
|
|
|
|
|
10-12
|
|
Seventh Amendment, dated as of February 13, 2015, to the 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 Sixth Amendment thereto, dated as of 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.
|
|
Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended March 29, 2015.
|
|
|
|
|
|
10-13
|
|
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 Eight Amendment.
|
|
Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015.
|
|
|
|
|
|
10-14
|
|
Ninth Amendment, dated as of September 30, 2016, 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 Eighth Amendment thereto, dated as of June 29, 2015, the Seventh Amendment thereto, dated as of February 13, 2015, and the Sixth Amendment thereto, dated as of 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 Ninth Amendment.
|
|
Incorporated by reference to Exhibit 10-2 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 30, 2016.
|
|
|
|
|
|
10-15
|
|
Increased Facility Activation Notice, dated September 25, 2013, pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, by and 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.
|
|
Incorporated by reference to Exhibit 10-5 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 29, 2013.
|
|
|
|
|
|
10-15-1
|
|
Increased Facility Activation Notice, dated May 5, 2014, pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, by and among TEGNA Inc., JP Morgan Chase Bank, N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto.
|
|
Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 29, 2014.
|
|
|
|
|
|
10-15-2
|
|
Increased Facility Activation Notice, dated as of September 23, 2015, pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, as amended, by and 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.
|
|
Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 27, 2015.
|
|
|
|
|
|
10-15-3
|
|
Increased Facility Activation Notice, dated as of September 26, 2016, pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, as amended, by and 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.
|
|
Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 30, 2016.
|
|
|
|
|
|
10-16
|
|
Description of TEGNA Inc.’s Non-Employee Director Compensation.*
|
|
Incorporated by reference to Exhibit 10-4 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended March 29, 2015.
|
|
|
|
|
|
10-16-1
|
|
Description of TEGNA Inc.’s Non-Employee Director Compensation.*
|
|
Incorporated by reference to Exhibit 10-15 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015.
|
|
|
|
|
|
10-17
|
|
Employment Agreement dated February 27, 2007, between TEGNA Inc. and Gracia C. Martore.*
|
|
Incorporated by reference to Exhibit 10-15 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 31, 2006.
|
|
|
|
|
|
10-17-1
|
|
Amendment, dated as of August 7, 2007, to Employment Agreement dated February 27, 2007.*
|
|
Incorporated by reference to Exhibit 10-5 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended July 1, 2007.
|
|
|
|
|
|
10-17-2
|
|
Amendment, dated as of December 24, 2010, to Employment Agreement dated February 27, 2007.*
|
|
Incorporated by reference to Exhibit 10-14-2 to TEGNA Inc.’s Form 10-K for the year ended December 26, 2010.
|
|
|
|
|
|
10-18
|
|
Amendment for Section 409A Plans dated December 31, 2008.*
|
|
Incorporated by reference to Exhibit 10-14 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-19
|
|
Executive Life Insurance Plan document dated December 31, 2008.*
|
|
Incorporated by reference to Exhibit 10-15 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-19-1
|
|
Amendment No. 1 to the TEGNA Inc. Executive Life Insurance Plan Document dated as of June 26, 2015.*
|
|
Incorporated by reference to Exhibit 10-13 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015.
|
|
|
|
|
|
10-20
|
|
Key Executive Life Insurance Plan dated October 29, 2010.*
|
|
Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 26, 2010.
|
|
|
|
|
|
10-20-1
|
|
Amendment No. 1 to the TEGNA Inc. Key Executive Life Insurance Plan dated as of June 26, 2015.*
|
|
Incorporated by reference to Exhibit 10-14 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015.
|
|
|
|
|
|
10-21
|
|
Form of Participation Agreement under Key Executive Life Insurance Plan.*
|
|
Incorporated by reference to Exhibit 10-2 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 26, 2010.
|
|
|
|
|
|
10-22
|
|
Omnibus Amendment to Terms and Conditions of Restricted Stock Awards dated as of December 31, 2008.*
|
|
Incorporated by reference to Exhibit 10-17 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-23
|
|
Omnibus Amendment to Terms and Conditions of Stock Unit Awards dated as of December 31, 2008.*
|
|
Incorporated by reference to Exhibit 10-18 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-24
|
|
Omnibus Amendment to Terms and Conditions of Stock Option Awards dated as of December 31, 2008.*
|
|
Incorporated by reference to Exhibit 10-19 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 28, 2008.
|
|
|
|
|
|
10-25
|
|
Omnibus Amendment to Outstanding Award Agreements of Certain Executives effective as of November 1, 2016.*
|
|
Attached.
|
|
|
|
|
|
10-26
|
|
TEGNA Inc. 2015 Change in Control Severance Plan.*
|
|
Incorporated by reference to Exhibit 10-1 to TEGNA Inc.'s Form 8-K filed on December 11, 2015.
|
|
|
|
|
|
10-27
|
|
TEGNA Inc. Executive Severance Plan.*
|
|
Incorporated by reference to Exhibit 10-2 to TEGNA Inc.'s Form 8-K filed on December 11, 2015.
|
|
|
|
|
|
10-28
|
|
Letter Agreement dated as of March 1, 2015, by and among the Icahn Group and TEGNA Inc.
|
|
Incorporated by reference to Exhibit 99-2 to TEGNA Inc.'s Form 8-K filed on March 2, 2015.
|
|
|
|
|
|
10-29
|
|
Voting and Proxy Agreement, dated as of October 15, 2015, by and among the Icahn Group and TEGNA Inc.
|
|
Incorporated by reference to Exhibit 10-1 to TEGNA Inc.'s Form 8-K filed on October 16, 2015.
|
|
|
|
|
|
10-30
|
|
Purchase and Sale Agreement, dated as of June 24, 2015, by and between GTMP Holdings, LLC and Tamares Tysons Corner LLC.
|
|
Incorporated by reference to Exhibit 10-3 to TEGNA Inc.'s Form 10-Q for the fiscal quarter ended September 27, 2015.
|
|
|
|
|
|
10-30-1
|
|
First Amendment to Purchase and Sale Agreement, dated as of July 2, 2015, by and between GTMP Holdings, LLC and Tamares Tysons Corner LLC.
|
|
Incorporated by reference to Exhibit 10-4 to TEGNA Inc.'s Form 10-Q for the fiscal quarter ended September 27, 2015.
|
|
|
|
|
|
10-30-2
|
|
Second Amendment to Purchase and Sale Agreement, dated as of July 14, 2015, by and between GTMP Holdings, LLC and Tamares Tysons Corner LLC.
|
|
Incorporated by reference to Exhibit 10-5 to TEGNA Inc.'s Form 10-Q for the fiscal quarter ended September 27, 2015.
|
|
|
|
|
|
10-31
|
|
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 filed on July 2, 2015.
|
|
|
|
|
|
10-32
|
|
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 filed on July 2, 2015.
|
|
|
|
|
|
10-33
|
|
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 filed on July 2, 2015.
|
|
|
|
|
|
10-34
|
|
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 filed on July 2, 2015.
|
|
|
|
|
|
21
|
|
Subsidiaries of TEGNA Inc.
|
|
Attached.
|
|
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
Attached.
|
|
|
|
|
|
31-1
|
|
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
|
Attached.
|
|
|
|
|
|
31-2
|
|
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
|
Attached.
|
|
|
|
|
|
32-1
|
|
Section 1350 Certification.
|
|
Attached.
|
|
|
|
|
|
32-2
|
|
Section 1350 Certification.
|
|
Attached.
|
|
|
|
|
|
101
|
|
The following financial information from TEGNA Inc. Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL includes: (i) Consolidated Balance Sheets at December 31, 2016 and December 31, 2015, (ii) Consolidated Statements of Income for the 2016, 2015 and 2014 fiscal years, (iii) Consolidated Statements of Comprehensive Income for the 2016, 2015 and 2014 fiscal years, (iv) Consolidated Cash Flow Statements for the 2016, 2015 and 2014 fiscal years; (v) Consolidated Statements of Equity for the 2016, 2015 and 2014 fiscal years; and (vi) the Notes to Consolidated Financial Statements.
|
|
Attached.
|
*
|
Asterisks identify management contracts and compensatory plans or arrangements.
|
1.
|
The “Eligibility” section is deleted in its entirety and replaced with the following:
|
1.
|
The “Eligibility” section is deleted in its entirety and replaced with the following:
|
1.
|
Effective November 1, 2016, the first sentence of Article 17 is hereby replaced with the following:
|
NAME OF SUBSIDIARY
|
STATE OF INCORPORATION
|
6600 BROADVIEW, LLC
|
OHIO
|
ARIZONA NEWS CHANNEL, LLC
|
DELAWARE
|
BELO ADVERTISING CUSTOMER SERVICES, INC.
|
DELAWARE
|
BELO CAPITAL BUREAU, INC.
|
DELAWARE
|
BELO CORP.
|
DELAWARE
|
BELO HOLDINGS, INC.
|
DELAWARE
|
BELO INVESTMENT, LLC
|
DELAWARE
|
BELO KENTUCKY, INC.
|
KENTUCKY
|
BELO LEAD MANAGEMENT, LLC
|
DELAWARE
|
BELO LIVE VIDEO SOLUTIONS, LLC
|
DELAWARE
|
BELO MANAGEMENT SERVICES, INC.
|
DELAWARE
|
BELO SAN ANTONIO, INC.
|
DELAWARE
|
BELO SEARCH SOLUTIONS, LLC
|
DELAWARE
|
BELO TV, INC.
|
DELAWARE
|
BELO TECHNOLOGY ASSETS II, INC.
|
DELAWARE
|
BELO VENTURES, INC.
|
DELAWARE
|
CAPE PUBLICATIONS, INC.
|
DELAWARE
|
CAREERBUILDER, LLC
|
DELAWARE
|
CARS.COM, INC.
|
DELAWARE
|
CARS.COM, LLC
|
DELAWARE
|
CARS.COM HOLDINGS, INC.
|
DELAWARE
|
CARS.COM HOLDINGS, LLC
|
DELAWARE
|
COMBINED COMMUNICATIONS OF OKLAHOMA, LLC
|
OKLAHOMA
|
CORPORATE ARENA ASSOCIATES, INC.
|
TEXAS
|
DEALERRATER.COM LLC
|
MASSACHUSETTS
|
DEALERRATER CANADA, LLC
|
MASSACHUSETTS
|
DMR HOLDINGS, INC.
|
DELAWARE
|
DR MEDIA HOLDINGS, LLC
|
DELAWARE
|
FIRST COAST TOWER GROUP
|
FLORIDA
|
GBHC, LLC
|
DELAWARE
|
G/O DIGITAL MARKETING, LLC
|
DELAWARE
|
KENS-TV, INC.
|
DELAWARE
|
KHOU-TV, INC.
|
DELAWARE
|
KING BROADCASTING COMPANY
|
WASHINGTON
|
KING NEWS CORPORATION
|
WASHINGTON
|
KMSB-TV, INC.
|
ARIZONA
|
KONG-TV, INC.
|
DELAWARE
|
KSKN TELEVISION, INC.
|
DELAWARE
|
KTTU-TV, INC.
|
DELAWARE
|
KVUE TELEVISION, INC.
|
DELAWARE
|
KXTV, LLC
|
MICHIGAN
|
LAKE CEDAR GROUP LLC
|
DELAWARE
|
NAME OF SUBSIDIARY
|
STATE OF INCORPORATION
|
LSB BROADCASTING, INC.
|
DELAWARE
|
MEDIA SALES ACADEMY, LLC
|
TEXAS
|
MULTIMEDIA ENTERTAINMENT, LLC
|
SOUTH CAROLINA
|
MULTIMEDIA HOLDINGS CORPORATION
|
SOUTH CAROLINA
|
MULTIMEDIA KSDK, LLC
|
SOUTH CAROLINA
|
NTV, INC.
|
DELAWARE
|
PACIFIC AND SOUTHERN, LLC
|
DELAWARE
|
SANDER OPERATING CO I LLC
|
DELAWARE
|
SANDER OPERATING CO III LLC
|
DELAWARE
|
SANDER OPERATING CO IV LLC
|
DELAWARE
|
SANDER OPERATING CO V LLC
|
DELAWARE
|
SCREENSHOT DIGITAL, INC.
|
DELAWARE
|
TEGNA BROADCAST SERVICE CENTER, LLC
|
DELAWARE
|
TEGNA PACIFIC, LLC
|
HAWAII
|
TELEFARM, INC.
|
DELAWARE
|
TEXAS CABLE NEWS, INC.
|
DELAWARE
|
WBIR-TV, LLC
|
DELAWARE
|
WCNC-TV, INC.
|
NORTH CAROLINA
|
WFAA-TV, INC.
|
DELAWARE
|
WFMY TELEVISION, LLC
|
NORTH CAROLINA
|
WKYC HOLDINGS, LLC
|
DELAWARE
|
WKYC-TV, LLC
|
DELAWARE
|
WUSA-TV, INC.
|
DELAWARE
|
WVEC TELEVISION, INC.
|
DELAWARE
|
WWL-TV, INC.
|
DELAWARE
|
|
|
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K 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:
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a)
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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)
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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)
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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.
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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):
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a)
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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
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b)
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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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/s/ Gracia C. Martore
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Gracia C. Martore
President and Chief Executive Officer (principal executive officer)
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1.
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I have reviewed this annual report on Form 10-K 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:
|
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;
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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)
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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.
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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
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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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/s/ Victoria D. Harker
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Victoria D. Harker
Chief Financial Officer (principal financial officer)
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/s/ Gracia C. Martore
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Gracia C. Martore
President and Chief Executive Officer (principal executive officer)
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/s/ Victoria D. Harker
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Victoria D. Harker
Chief Financial Officer (principal financial officer)
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