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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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16-0442930
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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7950 Jones Branch Drive, McLean, Virginia
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22107-0150
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Item No.
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Page
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PART I. FINANCIAL INFORMATION
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|
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1.
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Financial Statements
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Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017
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Consolidated Statements of Income for the Three Months Ended March 31, 2018 and 2017
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Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2018 and 2017
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Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017
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Notes to Condensed Consolidated Financial Statements
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2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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3.
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Quantitative and Qualitative Disclosures about Market Risk
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4.
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||
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PART II. OTHER INFORMATION
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1.
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Legal Proceedings
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1A.
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Risk Factors
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2.
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Unregistered Sales of Equity Securities and Use of Proceeds
|
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3.
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Defaults Upon Senior Securities
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4.
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Mine Safety Disclosures
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5.
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Other Information
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6.
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Exhibits
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SIGNATURE
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Mar. 31, 2018
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Dec. 31, 2017
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||||
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(Unaudited)
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|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
8,338
|
|
|
$
|
98,801
|
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Accounts receivable, net of allowances of $3,007 and $3,266, respectively
|
430,151
|
|
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406,852
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||
Other receivables
|
16,076
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|
|
32,442
|
|
||
Programming rights
|
25,194
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|
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37,758
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Prepaid expenses and other current assets
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27,536
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61,070
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|
||
Total current assets
|
507,295
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|
|
636,923
|
|
||
Property and equipment
|
|
|
|
||||
Cost
|
815,648
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|
782,602
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|
||
Less accumulated depreciation
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(459,330
|
)
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(447,262
|
)
|
||
Net property and equipment
|
356,318
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|
|
335,340
|
|
||
Intangible and other assets
|
|
|
|
||||
Goodwill
|
2,602,849
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|
2,579,417
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|
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Indefinite-lived and amortizable intangible assets, less accumulated amortization
|
1,540,303
|
|
|
1,273,269
|
|
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Investments and other assets
|
138,564
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|
|
137,166
|
|
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Total intangible and other assets
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4,281,716
|
|
|
3,989,852
|
|
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Total assets
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$
|
5,145,329
|
|
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$
|
4,962,115
|
|
|
Mar. 31, 2018
|
|
Dec. 31, 2017
|
||||
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(Unaudited)
|
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|
||||
LIABILITIES AND EQUITY
|
|
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|
||||
Current liabilities
|
|
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|
||||
Accounts payable
|
$
|
44,732
|
|
|
$
|
52,992
|
|
Accrued liabilities
|
|
|
|
|
|
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Compensation
|
27,836
|
|
|
54,088
|
|
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Interest
|
53,948
|
|
|
39,217
|
|
||
Contracts payable for programming rights
|
82,833
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105,040
|
|
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Other
|
44,843
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|
|
58,196
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|
||
Dividends payable
|
15,226
|
|
|
15,173
|
|
||
Income taxes
|
2,960
|
|
|
—
|
|
||
Current portion of long-term debt
|
485
|
|
|
646
|
|
||
Total current liabilities
|
272,863
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|
|
325,352
|
|
||
Noncurrent liabilities
|
|
|
|
||||
Income taxes
|
20,269
|
|
|
20,203
|
|
||
Deferred income taxes
|
386,781
|
|
|
382,310
|
|
||
Long-term debt
|
3,196,070
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3,007,047
|
|
||
Pension liabilities
|
146,466
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|
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144,220
|
|
||
Other noncurrent liabilities
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86,244
|
|
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87,942
|
|
||
Total noncurrent liabilities
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3,835,830
|
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3,641,722
|
|
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Total liabilities
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4,108,693
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3,967,074
|
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||
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|
||||
Shareholders’ equity
|
|
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|
||||
Common stock of $1 par value per share, 800,000,000 shares authorized, 324,418,632 shares issued
|
324,419
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324,419
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Additional paid-in capital
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303,926
|
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382,127
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|
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Retained earnings
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6,124,209
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6,062,995
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Accumulated other comprehensive loss
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(125,993
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)
|
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(106,923
|
)
|
||
Less treasury stock at cost, 108,738,874 shares and 109,487,979 shares, respectively
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(5,589,925
|
)
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(5,667,577
|
)
|
||
Total equity
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1,036,636
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|
|
995,041
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|
||
Total liabilities and equity
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$
|
5,145,329
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|
|
$
|
4,962,115
|
|
|
Quarter ended Mar. 31,
|
||||||
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2018
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2017
|
||||
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(recast)
|
||||
Revenues
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$
|
502,090
|
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$
|
459,070
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|
|
|
|
|
||||
Operating expenses:
|
|
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|
||||
Cost of revenues, exclusive of depreciation
|
258,493
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|
|
231,408
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|
||
Business units - Selling, general and administrative expenses, exclusive of depreciation
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73,621
|
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68,429
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|
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Corporate - General and administrative expenses, exclusive of depreciation
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12,708
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|
15,333
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|
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Depreciation
|
13,471
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13,217
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|
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Amortization of intangible assets
|
6,782
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|
|
5,389
|
|
||
Asset impairment and facility consolidation charges
|
—
|
|
|
2,183
|
|
||
Total
|
365,075
|
|
|
335,959
|
|
||
Operating income
|
137,015
|
|
|
123,111
|
|
||
|
|
|
|
||||
Non-operating (expense):
|
|
|
|
||||
Equity loss in unconsolidated investments, net
|
(1,238
|
)
|
|
(1,469
|
)
|
||
Interest expense
|
(47,725
|
)
|
|
(55,415
|
)
|
||
Other non-operating items
|
(12,480
|
)
|
|
(2,074
|
)
|
||
Total
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(61,443
|
)
|
|
(58,958
|
)
|
||
|
|
|
|
||||
Income before income taxes
|
75,572
|
|
|
64,153
|
|
||
Provision for income taxes
|
20,385
|
|
|
19,495
|
|
||
Net Income from continuing operations
|
55,187
|
|
|
44,658
|
|
||
Income from discontinued operations, net of tax
|
—
|
|
|
19,241
|
|
||
Net income
|
55,187
|
|
|
63,899
|
|
||
Net income attributable to noncontrolling interests from discontinued operations
|
—
|
|
|
(6,185
|
)
|
||
Net income attributable to TEGNA Inc.
|
$
|
55,187
|
|
|
$
|
57,714
|
|
|
|
|
|
||||
Earnings from continuing operations per share - basic
|
$
|
0.26
|
|
|
$
|
0.21
|
|
Earnings from discontinued operations per share - basic
|
—
|
|
|
0.06
|
|
||
Net income per share – basic
|
$
|
0.26
|
|
|
$
|
0.27
|
|
|
|
|
|
||||
Earnings from continuing operations per share - diluted
|
$
|
0.25
|
|
|
$
|
0.21
|
|
Earnings from discontinued operations per share - diluted
|
—
|
|
|
0.06
|
|
||
Net income per share – diluted
|
$
|
0.25
|
|
|
$
|
0.27
|
|
|
|
|
|
||||
Weighted average number of common shares outstanding:
|
|
|
|
||||
Basic shares
|
216,276
|
|
|
215,305
|
|
||
Diluted shares
|
216,989
|
|
|
217,569
|
|
||
|
|
|
|
||||
Dividends declared per share
|
$
|
0.07
|
|
|
$
|
0.14
|
|
|
Quarter ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Net income
|
$
|
55,187
|
|
|
$
|
63,899
|
|
Redeemable noncontrolling interests (earnings not available to shareholders)
|
—
|
|
|
(1,815
|
)
|
||
Other comprehensive income (loss), before tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
202
|
|
|
2,262
|
|
||
Recognition of previously deferred post-retirement benefit plan costs
|
1,250
|
|
|
2,075
|
|
||
Pension lump-sum payment charge
|
6,300
|
|
|
—
|
|
||
Unrealized losses on available for sale investment during the period
|
—
|
|
|
(2,293
|
)
|
||
Other comprehensive income, before tax
|
7,752
|
|
|
2,044
|
|
||
Income tax effect related to components of other comprehensive income (loss)
|
(1,977
|
)
|
|
(797
|
)
|
||
Other comprehensive income, net of tax
|
5,775
|
|
|
1,247
|
|
||
Comprehensive income
|
60,962
|
|
|
63,331
|
|
||
Comprehensive loss attributable to noncontrolling interests, net of tax
|
—
|
|
|
(5,435
|
)
|
||
Comprehensive income attributable to TEGNA Inc.
|
$
|
60,962
|
|
|
$
|
57,896
|
|
|
Quarter ended Mar. 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
55,187
|
|
|
$
|
63,899
|
|
Adjustments to reconcile net income to net cash flow from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
20,253
|
|
|
52,105
|
|
||
Stock-based compensation
|
3,599
|
|
|
5,103
|
|
||
Other (gains) losses on sales of assets and impairment charges
|
(1,010
|
)
|
|
885
|
|
||
Equity losses in unconsolidated investments, net
|
1,238
|
|
|
1,469
|
|
||
Pension contributions, net of expense
|
(23,072
|
)
|
|
(1,350
|
)
|
||
Change in other assets and liabilities, net
|
(5,009
|
)
|
|
17,806
|
|
||
Net cash flow from operating activities
|
51,186
|
|
|
139,917
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchase of property and equipment
|
(10,643
|
)
|
|
(17,959
|
)
|
||
Payments for acquisitions of businesses, net of cash acquired
|
(325,903
|
)
|
|
—
|
|
||
Payments for investments
|
(3,991
|
)
|
|
(775
|
)
|
||
Proceeds from investments
|
1,010
|
|
|
1,369
|
|
||
Proceeds from sale of businesses and assets
|
1,373
|
|
|
4,535
|
|
||
Net cash flow used for investing activities
|
(338,154
|
)
|
|
(12,830
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds (payments) of borrowings under revolving credit facilities, net
|
220,000
|
|
|
(46,000
|
)
|
||
Debt repayments
|
(33,062
|
)
|
|
(33,062
|
)
|
||
Dividends paid
|
(15,043
|
)
|
|
(29,998
|
)
|
||
Repurchases of common stock
|
—
|
|
|
(7,252
|
)
|
||
Other, net
|
(4,630
|
)
|
|
(8,144
|
)
|
||
Net cash flow provided by (used for) financing activities
|
167,265
|
|
|
(124,456
|
)
|
||
Decrease (increase) in cash and cash equivalents
|
(119,703
|
)
|
|
2,631
|
|
||
Cash, cash equivalents and restricted cash from continuing operations, beginning of period
|
128,041
|
|
|
44,076
|
|
||
Cash, cash equivalents and restricted cash from discontinued operations, beginning of period
|
—
|
|
|
61,041
|
|
||
Balance of cash and cash equivalents, beginning of period
|
128,041
|
|
|
105,117
|
|
||
Cash, cash equivalents and restricted cash from continuing operations, end of period
|
8,338
|
|
|
40,133
|
|
||
Cash, cash equivalents and restricted cash from discontinued operations, end of period
|
—
|
|
|
67,615
|
|
||
Balance of cash and cash equivalents, end of period
|
$
|
8,338
|
|
|
$
|
107,748
|
|
|
Mar. 31, 2018
|
|
Dec. 31, 2017
|
||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Gross
|
|
Accumulated Amortization
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
2,602,849
|
|
|
$
|
—
|
|
|
$
|
2,579,417
|
|
|
$
|
—
|
|
Indefinite-lived intangibles:
|
|
|
|
|
|
|
|
||||||||
Television and radio station FCC licenses
|
1,387,373
|
|
|
—
|
|
|
1,191,950
|
|
|
—
|
|
||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
||||||||
Retransmission agreements
|
121,184
|
|
|
(66,360
|
)
|
|
110,191
|
|
|
(62,355
|
)
|
||||
Network affiliation agreements
|
99,511
|
|
|
(21,603
|
)
|
|
43,485
|
|
|
(19,371
|
)
|
||||
Other
|
27,137
|
|
|
(6,939
|
)
|
|
15,763
|
|
|
(6,394
|
)
|
||||
Total indefinite-lived and amortizable intangible assets
|
$
|
1,635,205
|
|
|
$
|
(94,902
|
)
|
|
$
|
1,361,389
|
|
|
$
|
(88,120
|
)
|
|
Mar. 31, 2018
|
|
Dec. 31, 2017
|
||||
|
|
|
|
||||
Cash value life insurance
|
$
|
50,823
|
|
|
$
|
51,188
|
|
Deferred compensation investments
|
9,448
|
|
|
9,546
|
|
||
Equity method investments
|
27,279
|
|
|
27,098
|
|
||
Deferred debt issuance cost
|
5,109
|
|
|
6,048
|
|
||
Other long term assets
|
45,905
|
|
|
43,286
|
|
||
Total
|
$
|
138,564
|
|
|
$
|
137,166
|
|
|
Mar. 31, 2018
|
|
Dec. 31, 2017
|
||||
|
|
|
|
||||
Unsecured floating rate term loan due quarterly through August 2018
|
$
|
12,600
|
|
|
$
|
20,500
|
|
VIE unsecured floating rate term loans due quarterly through December 2018
|
485
|
|
|
646
|
|
||
Unsecured floating rate term loan due quarterly through June 2020
|
90,000
|
|
|
100,000
|
|
||
Unsecured floating rate term loan due quarterly through September 2020
|
210,000
|
|
|
225,000
|
|
||
Borrowings under revolving credit agreement expiring June 2020
|
220,000
|
|
|
—
|
|
||
Unsecured notes bearing fixed rate interest at 5.125% due October 2019
|
320,000
|
|
|
320,000
|
|
||
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
|
3,218,085
|
|
|
3,031,146
|
|
||
Debt issuance costs
|
(19,315
|
)
|
|
(20,551
|
)
|
||
Other (fair market value adjustments and discounts)
|
(2,215
|
)
|
|
(2,902
|
)
|
||
Total long-term debt
|
3,196,555
|
|
|
3,007,693
|
|
||
Less current portion of long-term debt maturities
|
485
|
|
|
646
|
|
||
Long-term debt, net of current portion
|
$
|
3,196,070
|
|
|
$
|
3,007,047
|
|
|
Quarter ended Mar. 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Service cost-benefits earned during the period
|
$
|
—
|
|
|
$
|
125
|
|
Interest cost on benefit obligation
|
5,150
|
|
|
5,925
|
|
||
Expected return on plan assets
|
(7,450
|
)
|
|
(6,650
|
)
|
||
Amortization of prior service cost
|
50
|
|
|
150
|
|
||
Amortization of actuarial loss
|
1,250
|
|
|
1,975
|
|
||
Lump-sum payment charge
|
6,300
|
|
|
$
|
—
|
|
|
Expense for company-sponsored retirement plans
|
$
|
5,300
|
|
|
$
|
1,525
|
|
|
TEGNA Inc. Shareholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||
|
|
|
|
|
|
||||||
Balance at Dec. 31, 2017
|
$
|
995,041
|
|
|
$
|
—
|
|
|
$
|
995,041
|
|
Comprehensive income:
|
|
|
|
|
|
||||||
Net income
|
55,187
|
|
|
—
|
|
|
55,187
|
|
|||
Other comprehensive income
|
5,775
|
|
|
—
|
|
|
5,775
|
|
|||
Total comprehensive income
|
60,962
|
|
|
—
|
|
|
60,962
|
|
|||
Dividends declared
|
(15,095
|
)
|
|
—
|
|
|
(15,095
|
)
|
|||
Stock-based compensation
|
3,599
|
|
|
—
|
|
|
3,599
|
|
|||
Impact from adoption of new revenue standard
|
(3,724
|
)
|
|
—
|
|
|
(3,724
|
)
|
|||
Other activity, including shares withheld for employee taxes
|
(4,147
|
)
|
|
—
|
|
|
(4,147
|
)
|
|||
Balance at Mar. 31, 2018
|
$
|
1,036,636
|
|
|
$
|
—
|
|
|
$
|
1,036,636
|
|
|
|
|
|
|
|
||||||
Balance at Dec. 31, 2016
|
$
|
2,271,418
|
|
|
$
|
281,587
|
|
|
$
|
2,553,005
|
|
Comprehensive income:
|
|
|
|
|
|
||||||
Net income
|
57,714
|
|
|
6,185
|
|
|
63,899
|
|
|||
Redeemable noncontrolling interests (income not available to shareholders)
|
—
|
|
|
(1,815
|
)
|
|
(1,815
|
)
|
|||
Other comprehensive income
|
182
|
|
|
1,065
|
|
|
1,247
|
|
|||
Total comprehensive income
|
57,896
|
|
|
5,435
|
|
|
63,331
|
|
|||
Dividends declared
|
(30,065
|
)
|
|
—
|
|
|
(30,065
|
)
|
|||
Stock-based compensation
|
5,103
|
|
|
—
|
|
|
5,103
|
|
|||
Treasury shares acquired
|
(7,252
|
)
|
|
—
|
|
|
(7,252
|
)
|
|||
Other activity, including shares withheld for employee taxes
|
(7,963
|
)
|
|
(1,337
|
)
|
|
(9,300
|
)
|
|||
Balance at Mar. 31, 2017
|
$
|
2,289,137
|
|
|
$
|
285,685
|
|
|
$
|
2,574,822
|
|
|
Retirement Plans
|
|
Foreign Currency Translation
|
|
Other
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Quarters Ended:
|
|
|
|
|
|
|
|
||||||||
Balance at Dec. 31, 2017
|
$
|
(107,037
|
)
|
|
$
|
114
|
|
|
$
|
—
|
|
|
$
|
(106,923
|
)
|
Other comprehensive income before reclassifications
|
—
|
|
|
150
|
|
|
—
|
|
|
150
|
|
||||
Amounts reclassified from AOCL
|
5,625
|
|
|
—
|
|
|
—
|
|
|
5,625
|
|
||||
Total other comprehensive income
|
5,625
|
|
|
150
|
|
|
—
|
|
|
5,775
|
|
||||
Reclassification of stranded tax effects to retained earnings
|
(24,845
|
)
|
|
—
|
|
|
—
|
|
|
(24,845
|
)
|
||||
Balance at Mar. 31, 2018
|
$
|
(126,257
|
)
|
|
$
|
264
|
|
|
$
|
—
|
|
|
$
|
(125,993
|
)
|
|
|
|
|
|
|
|
|
||||||||
Balance at Dec. 31, 2016
|
$
|
(127,341
|
)
|
|
$
|
(28,560
|
)
|
|
$
|
(5,672
|
)
|
|
$
|
(161,573
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
|
1,197
|
|
|
(2,293
|
)
|
|
(1,096
|
)
|
||||
Amounts reclassified from AOCL
|
1,278
|
|
|
—
|
|
|
—
|
|
|
1,278
|
|
||||
Other comprehensive income (loss)
|
1,278
|
|
|
1,197
|
|
|
(2,293
|
)
|
|
182
|
|
||||
Balance at Mar. 31, 2017
|
$
|
(126,063
|
)
|
|
$
|
(27,363
|
)
|
|
$
|
(7,965
|
)
|
|
$
|
(161,391
|
)
|
|
Quarter ended Mar. 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Amortization of prior service (credit) cost
|
$
|
(100
|
)
|
|
$
|
—
|
|
Amortization of actuarial loss
|
1,350
|
|
|
2,075
|
|
||
Lump-sum payment charge
|
6,300
|
|
|
—
|
|
||
Total reclassifications, before tax
|
7,550
|
|
|
2,075
|
|
||
Income tax effect
|
(1,925
|
)
|
|
(797
|
)
|
||
Total reclassifications, net of tax
|
$
|
5,625
|
|
|
$
|
1,278
|
|
|
Quarter ended Mar. 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Net income from continuing operations
|
$
|
55,187
|
|
|
$
|
44,658
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
19,241
|
|
||
Net income attributable to noncontrolling interests from discontinued operations
|
—
|
|
|
(6,185
|
)
|
||
Net income attributable to TEGNA Inc.
|
$
|
55,187
|
|
|
$
|
57,714
|
|
|
|
|
|
||||
Weighted average number of common shares outstanding - basic
|
216,276
|
|
|
215,305
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Restricted stock units
|
177
|
|
|
992
|
|
||
Performance share units
|
216
|
|
|
541
|
|
||
Stock options
|
320
|
|
|
731
|
|
||
Weighted average number of common shares outstanding - diluted
|
216,989
|
|
|
217,569
|
|
||
|
|
|
|
||||
Earnings from continuing operations per share - basic
|
$
|
0.26
|
|
|
$
|
0.21
|
|
Earnings from discontinued operations per share - basic
|
—
|
|
|
0.06
|
|
||
Net income per share - basic
|
$
|
0.26
|
|
|
$
|
0.27
|
|
|
|
|
|
||||
Earnings from continuing operations per share - diluted
|
$
|
0.25
|
|
|
$
|
0.21
|
|
Earnings from discontinued operations per share - diluted
|
—
|
|
|
0.06
|
|
||
Net income per share - diluted
|
$
|
0.25
|
|
|
$
|
0.27
|
|
|
Mar. 31, 2018
|
|
Dec. 31, 2017
|
|
Mar. 31, 2017
|
|
Dec. 31, 2016
|
||||||||
Cash and cash equivalents included in:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
8,338
|
|
|
$
|
98,801
|
|
|
$
|
12,040
|
|
|
$
|
15,879
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
67,615
|
|
|
61,041
|
|
||||
Restricted cash equivalents included in:
|
|
|
|
|
|
|
|
||||||||
Prepaid expenses and other current assets
|
—
|
|
|
29,240
|
|
|
—
|
|
|
—
|
|
||||
Investments and other assets
|
—
|
|
|
—
|
|
|
28,093
|
|
|
28,197
|
|
||||
Cash, cash equivalents and restricted cash
|
$
|
8,338
|
|
|
$
|
128,041
|
|
|
$
|
107,748
|
|
|
$
|
105,117
|
|
|
Quarter ended Mar. 31,
|
||||||
|
2018
|
|
2017
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Cash (received) paid for income taxes, net of refunds
|
$
|
(2,799
|
)
|
|
$
|
6,518
|
|
Cash paid for interest
|
$
|
30,128
|
|
|
$
|
34,185
|
|
|
|
Quarter ended Mar. 31, 2017
|
||
|
|
|
||
Revenues
|
|
$
|
319,401
|
|
Operating expenses
|
|
289,135
|
|
|
Income from discontinued operations, before income taxes
|
|
28,330
|
|
|
Provision for income taxes
|
|
(9,089
|
)
|
|
Income from discontinued operations, net of tax
|
|
19,241
|
|
|
Net loss (income) attributable to noncontrolling interests from discontinued operations
|
|
$
|
(6,185
|
)
|
|
Quarter ended Mar. 31, 2017
|
||
|
|
||
Depreciation
|
$
|
9,870
|
|
Amortization of intangible assets
|
23,629
|
|
|
Capital expenditures
|
$
|
10,858
|
|
|
Quarter ended Mar. 31,
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Revenues
|
$
|
502,090
|
|
|
$
|
459,070
|
|
|
9
|
%
|
|
|
|
|
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
||||
Cost of revenues, exclusive of depreciation
|
258,493
|
|
|
231,408
|
|
|
12
|
%
|
||
Business units - Selling, general and administrative expenses, exclusive of depreciation
|
73,621
|
|
|
68,429
|
|
|
8
|
%
|
||
Corporate - General and administrative expenses, exclusive of depreciation
|
12,708
|
|
|
15,333
|
|
|
(17
|
%)
|
||
Depreciation
|
13,471
|
|
|
13,217
|
|
|
2
|
%
|
||
Amortization of intangible assets
|
6,782
|
|
|
5,389
|
|
|
26
|
%
|
||
Asset impairment and facility consolidation charges
|
—
|
|
|
2,183
|
|
|
***
|
|
||
Total operating expenses
|
$
|
365,075
|
|
|
$
|
335,959
|
|
|
9
|
%
|
|
|
|
|
|
|
|||||
Total operating income
|
$
|
137,015
|
|
|
$
|
123,111
|
|
|
11
|
%
|
|
|
|
|
|
|
|||||
Non-operating expense
|
(61,443
|
)
|
|
(58,958
|
)
|
|
4
|
%
|
||
Provision for income taxes
|
20,385
|
|
|
19,495
|
|
|
5
|
%
|
||
Net income from continuing operations
|
$
|
55,187
|
|
|
$
|
44,658
|
|
|
24
|
%
|
|
|
|
|
|
|
|||||
Earnings from continuing operations per share - basic
|
$
|
0.26
|
|
|
$
|
0.21
|
|
|
24
|
%
|
Earnings from continuing operations per share - diluted
|
$
|
0.25
|
|
|
$
|
0.21
|
|
|
19
|
%
|
|
|
|
|
|
|
|||||
*** Not meaningful
|
|
Quarter ended Mar. 31,
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Advertising & Marketing Services
|
$
|
282,939
|
|
|
$
|
269,012
|
|
|
5
|
%
|
Subscription
|
205,556
|
|
|
182,310
|
|
|
13
|
%
|
||
Political
|
7,606
|
|
|
2,157
|
|
|
***
|
|
||
Other
|
5,989
|
|
|
5,591
|
|
|
7
|
%
|
||
Total
|
$
|
502,090
|
|
|
$
|
459,070
|
|
|
9
|
%
|
|
|
|
|
|
|
|||||
*** Not meaningful
|
•
|
Pension lump-sum payment charge as a result of payments that were made to certain SERP plan participants in early 2018; and
|
•
|
Other non-operating items associated with transaction costs and a deferred tax provision impact related to our acquisition of KFMB.
|
•
|
Severance charges related to our Media and Corporate personnel (which includes payroll and related benefit costs);
|
•
|
Non-cash asset impairment charges associated with operating assets at one of our stations; and
|
•
|
Non-operating costs associated with the spin-off of our Cars.com business unit and a charitable donation made to the TEGNA Foundation.
|
|
|
|
|
Special Items
|
|
|
||||||||||
Quarter ended March 31, 2018
|
|
GAAP
measure
|
|
Pension lump-sum payment charge
|
|
Other non-operating items
|
|
Non-GAAP measure
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Other non-operating items
|
|
$
|
(12,480
|
)
|
|
$
|
6,300
|
|
|
$
|
9,462
|
|
|
$
|
3,282
|
|
Total non-operating expense
|
|
(61,443
|
)
|
|
6,300
|
|
|
9,462
|
|
|
(45,681
|
)
|
||||
Income before income taxes
|
|
75,572
|
|
|
6,300
|
|
|
9,462
|
|
|
91,334
|
|
||||
Provision (benefit) for income taxes
|
|
20,385
|
|
|
1,608
|
|
|
(1,443
|
)
|
|
20,550
|
|
||||
Income from continuing operations
|
|
55,187
|
|
|
4,692
|
|
|
10,905
|
|
|
70,784
|
|
||||
Earnings from continuing operations per share - diluted
(a)
|
|
$
|
0.25
|
|
|
$
|
0.02
|
|
|
$
|
0.05
|
|
|
$
|
0.33
|
|
(a) Per share amounts do not sum due to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
Special Items
|
|
|
||||||||||||||
Quarter ended March 31, 2017
|
|
GAAP
measure
|
|
Severance expense
|
|
Operating asset impairment and facility consolidation
|
|
Other non-operating items
|
|
Non-GAAP measure
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses
|
|
$
|
335,959
|
|
|
$
|
(1,699
|
)
|
|
$
|
(2,183
|
)
|
|
$
|
—
|
|
|
$
|
332,077
|
|
Operating income
|
|
123,111
|
|
|
1,699
|
|
|
2,183
|
|
|
—
|
|
|
126,993
|
|
|||||
Other non-operating items
|
|
(2,074
|
)
|
|
—
|
|
|
—
|
|
|
9,549
|
|
|
7,475
|
|
|||||
Total non-operating expense
|
|
(58,958
|
)
|
|
—
|
|
|
—
|
|
|
9,549
|
|
|
(49,409
|
)
|
|||||
Income before income taxes
|
|
64,153
|
|
|
1,699
|
|
|
2,183
|
|
|
9,549
|
|
|
77,584
|
|
|||||
Provision for income taxes
|
|
19,495
|
|
|
651
|
|
|
803
|
|
|
2,350
|
|
|
23,299
|
|
|||||
Income from continuing operations
|
|
44,658
|
|
|
1,048
|
|
|
1,380
|
|
|
7,199
|
|
|
54,285
|
|
|||||
Earnings from continuing operations per share - diluted
|
|
$
|
0.21
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
0.03
|
|
|
$
|
0.25
|
|
|
Quarter ended Mar. 31,
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Advertising & Marketing Services
|
$
|
282,939
|
|
|
$
|
269,012
|
|
|
5
|
%
|
Subscription
|
205,556
|
|
|
182,310
|
|
|
13
|
%
|
||
Political
|
7,606
|
|
|
2,157
|
|
|
***
|
|
||
Other
|
5,989
|
|
|
5,591
|
|
|
7
|
%
|
||
Total company revenues (GAAP basis)
|
$
|
502,090
|
|
|
$
|
459,070
|
|
|
9
|
%
|
Factors impacting comparisons:
|
|
|
|
|
|
|||||
Estimated net incremental Olympic and Super Bowl
|
$
|
(24,000
|
)
|
|
$
|
(323
|
)
|
|
***
|
|
Political
|
(7,606
|
)
|
|
(2,157
|
)
|
|
***
|
|
||
Discontinued digital marketing services
|
—
|
|
|
(10,501
|
)
|
|
***
|
|
||
Total company adjusted revenues (non-GAAP basis)
|
$
|
470,484
|
|
|
$
|
446,089
|
|
|
5
|
%
|
|
|
|
|
|
|
|||||
*** Not meaningful
|
|
|
|
|
|
|
Three months ended Mar. 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Net cash flow from operating activities
|
$
|
51,186
|
|
|
$
|
139,917
|
|
Purchase of property and equipment
|
(10,643
|
)
|
|
(17,959
|
)
|
||
Free cash flow
|
$
|
40,543
|
|
|
$
|
121,958
|
|
|
Three months ended Mar. 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Cash, cash equivalents and restricted cash from continuing operations, beginning of period
|
$
|
128,041
|
|
|
$
|
44,076
|
|
Cash, cash equivalents and restricted cash from discontinued operations, beginning of period
|
—
|
|
|
61,041
|
|
||
Balance of cash, cash equivalents and restricted cash beginning of the period
|
128,041
|
|
|
105,117
|
|
||
|
|
|
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
55,187
|
|
|
63,899
|
|
||
Depreciation, amortization and other non-cash adjustments
|
24,080
|
|
|
59,562
|
|
||
Pension (contributions), net of expense
|
(23,072
|
)
|
|
(1,350
|
)
|
||
Other, net
|
(5,009
|
)
|
|
17,806
|
|
||
Net cash flows from operating activities
|
51,186
|
|
|
139,917
|
|
||
Net cash used for investing activities
|
(338,154
|
)
|
|
(12,830
|
)
|
||
Net cash provided by (used for) financing activities
|
167,265
|
|
|
(124,456
|
)
|
||
(Decrease) increase in cash and cash equivalents
|
(119,703
|
)
|
|
2,631
|
|
||
|
|
|
|
||||
Cash, cash equivalents and restricted cash from continuing operations, end of period
|
$
|
8,338
|
|
|
$
|
40,133
|
|
Cash, cash equivalents and restricted cash from discontinued operations, end of period
|
—
|
|
|
67,615
|
|
||
Balance of cash, cash equivalents and restricted cash end of the period
|
$
|
8,338
|
|
|
$
|
107,748
|
|
Exhibit
Number
|
|
Description
|
|
Location
|
|
|
|
|
|
3-1
|
|
Third Restated Certificate of Incorporation of TEGNA Inc.
|
|
|
|
|
|
|
|
3-1-1
|
|
Amendment to Third Restated Certificate of Incorporation of TEGNA Inc.
|
|
|
|
|
|
|
|
3-1-2
|
|
Amendment to Third Restated Certificate of Incorporation of TEGNA Inc.
|
|
|
|
|
|
|
|
3-2
|
|
By-laws, as amended through February 22, 2018.
|
|
|
|
|
|
|
|
10-1
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.*
|
|
Attached
.
|
|
|
|
|
|
10-2
|
|
Form of Executive Officer Performance Share Award Agreement.*
|
|
Attached
.
|
|
|
|
|
|
31-1
|
|
Rule 13a-14(a) Certification of CEO.
|
|
Attached
.
|
|
|
|
|
|
31-2
|
|
Rule 13a-14(a) Certification of CFO.
|
|
Attached
.
|
|
|
|
|
|
32-1
|
|
Section 1350 Certification of CEO.
|
|
Attached
.
|
|
|
|
|
|
32-2
|
|
Section 1350 Certification of CFO.
|
|
Attached
.
|
|
|
|
|
|
101
|
|
The following financial information from TEGNA Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, formatted in XBRL includes: (i) Condensed Consolidated Balance Sheets at March 31, 2018 and December 31, 2017, (ii) Consolidated Statements of Income for the three months ended March 31, 2018 and March 31, 2017, (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2018 and March 31, 2017, (iv) Condensed Consolidated Cash Flow Statements for the three months ended March 31, 2018 and March 31, 2017, and (v) the notes to unaudited condensed consolidated financial statements.
|
|
Attached
.
|
Date: May 8, 2018
|
TEGNA INC.
|
|
|
|
/s/ Clifton A. McClelland III
|
|
Clifton A. McClelland III
|
|
Senior Vice President and Controller
|
|
(on behalf of Registrant and as Chief Accounting Officer)
|
Payment Date:
|
25% of the Stock Units shall be paid on 3/1/19*
|
|
|
TEGNA Inc.
|
|
|
|
|
By:
|
|
Employee’s Signature or Acceptance by
|
|
Jeffery Newman
|
Electronic Signature
|
|
Senior Vice President/Human Resources
|
•
|
any material misappropriation of funds or property of the Company or its affiliate by the Employee;
|
•
|
unreasonable and persistent neglect or refusal by the Employee to perform his or her duties which is not remedied within thirty (30) days after receipt of written notice from the Company; or
|
•
|
conviction, including a plea of guilty or of nolo contendere, of the Employee of a securities law violation or a felony.
|
•
|
the material diminution of the Employee’s duties, authorities or responsibilities from those in effect immediately prior to the Change in Control;
|
•
|
a reduction in the Employee’s base salary or target bonus opportunity as in effect on the date immediately prior to the Change in Control;
|
•
|
failure to provide the Employee with an annual long-term incentive opportunity the grant date value of which is equivalent to or greater in value than Employee’s regular annual long-term incentive opportunity in effect on the date of the Change of Control (counting only normal long-term incentive awards made as a part of the regular annual pay package, not special awards not made on a regular basis), calculated using widely recognized valuation methodologies by an experienced compensation consultant at a nationally recognized firm;
|
•
|
the relocation of the Employee’s office from the location at which the Employee is principally employed immediately prior to the date of the Change in Control to a location 35 or more miles farther from the Employee’s residence immediately prior to the Change in Control, or the Company’s requiring the Employee to be based anywhere other than the Company’s offices at such location, except for required travel on the Company’s business to an extent substantially consistent with the Employee’s business travel obligations prior to the Change in Control; or
|
•
|
the failure by the Company or its affiliate to pay any compensation or benefits due to the Employee.
|
•
|
The converted or substituted award must be a right to receive an amount of cash and/or equity that has a value, measured at the time of such conversion or substitution, that is equal to the value of this Award as of the date of the Change in Control;
|
•
|
Any equity payable in connection with a converted or substituted award must be publicly traded equity securities of the Company, a successor company or their direct or indirect parent company, and such equity issuable with respect to a converted or substituted award must be covered by a registration statement filed with the Securities Exchange Commission that permits the immediate sale of such shares on a national exchange;
|
•
|
The vesting terms of any converted or substituted award must be substantially identical to the terms of this Award; and
|
•
|
The other terms and conditions of any converted or substituted award must be no less favorable to the Employee than the terms of this Award are as of the date of the Change in Control (including the provisions that would apply in the event of a subsequent Change in Control).
|
Employee:
|
Location:
|
|
|
Grant Date:
|
March 1, 2018
|
|
|
Performance Period Commencement Date:
|
March 1, 2018
|
|
|
Performance Period End Date:
|
February 28, 2021
|
|
|
Performance Share Payment Date:
|
On a date specified by the Committee that is within
|
|
30 days after the Performance Period End Date
|
|
|
Target Number of Performance Shares:
|
_____*
|
|
|
TEGNA Inc.
|
|
|
|
|
By:
|
|
Employee’s Signature or Acceptance by
|
|
Jeffery Newman
|
Electronic Signature
|
|
Senior Vice President/Human Resources
|
|
|
|
•
|
any material misappropriation of funds or property of the Company or its affiliate by the Employee;
|
•
|
unreasonable and persistent neglect or refusal by the Employee to perform his or her duties which is not remedied within thirty (30) days after receipt of written notice from the Company; or
|
•
|
conviction, including a plea of guilty or of nolo contendere, of the Employee of a securities law violation or a felony.
|
•
|
the material diminution of the Employee’s duties, authorities or responsibilities from those in effect immediately prior to the Change in Control;
|
•
|
a reduction in the Employee’s base salary or target bonus opportunity as in effect on the date immediately prior to the Change in Control;
|
•
|
failure to provide the Employee with an annual long-term incentive opportunity the grant date value of which is equivalent to or greater in value than Employee’s regular annual long-term incentive opportunity in effect on the date of the Change of Control (counting only normal long-term incentive awards made as a part of the regular annual pay package, not special awards not made on a regular basis), calculated using widely recognized valuation methodologies by an experienced compensation consultant at a nationally recognized firm;
|
•
|
the relocation of the Employee’s office from the location at which the Employee is principally employed immediately prior to the date of the Change in Control to a location 35 or more miles farther from the Employee’s residence immediately prior to the Change in Control, or the Company’s requiring the Employee to be based anywhere other than the Company’s offices at such location, except for required travel on the Company’s business to an extent substantially consistent with the Employee’s business travel obligations prior to the Change in Control; or
|
•
|
the failure by the Company or its affiliate to pay any compensation or benefits due to the Employee.
|
•
|
The converted or substituted award must be a right to receive an amount of cash and/or equity that has a value, measured at the time of such conversion or substitution, that is equal to the value of this Award as of the date of the Change in Control;
|
•
|
Any equity payable in connection with a converted or substituted award must be publicly traded equity securities of the Company, a successor company or their direct or indirect parent company, and such equity issuable with respect to a converted or substituted award must be covered by a registration statement filed with the Securities Exchange Commission that permits the immediate sale of such shares on a national exchange;
|
•
|
The vesting terms of any converted or substituted award must be substantially identical to the terms of this Award; and
|
•
|
The other terms and conditions of any converted or substituted award must be no less favorable to the Employee than the terms of this Award are as of the date of the Change in Control (including the provisions that would apply in the event of a subsequent Change in Control).
|
(i)
|
67% of the Employee’s Target Number of Performance Shares multiplied by the Applicable Percentage determined pursuant to the chart set forth below based on the Company’s Actual 2018-2019 Compensation Adjusted EBITDA versus the Company’s 2018-2019 Target Compensation Adjusted EBITDA; and
|
(ii)
|
33% of the Employee’s Target Number of Performance Shares multiplied by the Applicable Percentage determined pursuant to the chart set forth below based on the Company’s Actual 2018-2019 FCF as a Percentage of Total Revenue versus the Company’s 2018-2019 Target FCF as a Percentage of Target Revenue.
|
Applicable Percentage Chart
|
||
|
Actual Versus Target
|
Applicable Percentage
|
Below Threshold
|
Below 80%
|
0% - No Award
|
Threshold
|
80%
|
65%*
|
Target
|
100%
|
100%*
|
Maximum
|
110%
|
200%*
|
Above Maximum
|
More than 110%
|
200%
|
(i)
|
If the Change in Control occurs in 2018 or 2019, the Target Number of Performance Shares; and
|
(ii)
|
If the Change in Control occurs in 2020 or later, the number of Performance Shares earned based on actual performance in 2018 and 2019 as determined by the Committee as constituted immediately prior to the Change in Control.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of TEGNA Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ David T. Lougee
|
David T. Lougee
|
President and Chief Executive Officer
|
(principal executive officer)
|
|
Date: May 8, 2018
|
1.
|
I have reviewed this quarterly report on Form 10-Q of TEGNA Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ Victoria D. Harker
|
Victoria D. Harker
|
Chief Financial Officer (principal financial officer)
|
|
Date: May 8, 2018
|
(1)
|
the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of TEGNA.
|
/s/ David T. Lougee
|
David T. Lougee
|
President and Chief Executive Officer
|
(principal executive officer)
|
May 8, 2018
|
(1)
|
the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of TEGNA.
|
/s/ Victoria D. Harker
|
Victoria D. Harker
|
Chief Financial Officer (principal financial officer)
|
May 8, 2018
|