|
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.)
|
|
|
|
8350 Broad Street, Suite 2000, Tysons, Virginia
|
|
22102-5151
|
(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
|
¨
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|
|
|
Emerging growth company
|
¨
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Item No.
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Page
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1.
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1A.
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1B.
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2.
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3.
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4.
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5.
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6.
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7.
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7A.
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8.
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9.
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9A.
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9B.
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10.
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11.
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12.
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13.
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14.
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15.
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16.
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•
|
Diversifying Audience Traffic Sources: Platforms control an increasing amount of consumer attention, and we have placed an emphasis on diversifying our digital traffic sources and building direct relationships with our audience. In 2018, this included an aggressive strategy around improving our traffic via search engines like Google, growing our presence on YouTube, launching new email newsletter products in 18 markets and decreasing our dependency on traffic from social networks like Facebook. As a result of these efforts, our digital properties have seen improvements of +16% in Loyalty (Visits Per Visitor) and +115% in video views on YouTube during 2018. Since launching an initiative focused on search engine optimization in April 2018, referral traffic to our digital properties via search engines increased +60%.
|
•
|
Improving Digital Workflows: In 2018, we developed and began deployment of a new content management system across all of our markets. Our new platform integrates data into the story creation process, makes it easier to quickly publish videos and enables us to optimize our content for the wide variety of distribution platforms. Importantly, the new platform will also allow us to continually iterate on our capabilities as the digital ecosystem evolves, while reducing our ongoing operating expenses.
|
•
|
Industry-first innovators: Our culture of innovation led to several unique partnerships in 2018. We were the first local broadcaster to integrate Snapchat into our on-air broadcasts, which has provided an exclusive view into various news events, including a sit-in protest at Howard University where the media wasn’t allowed inside. We also partnered with Facebook to launch “An Imperfect Union”, a weekly show that we debuted ahead of the midterm elections to bring two people from opposing sides of an issue together for conversation and service in their communities.
|
•
|
Intelligent Ad Automation
.
Premion has been our first investment in intelligent ad automation. Premion has created a technology platform to aggregate inventory from OTT providers and then resell the inventory to local and regional advertisers leveraging our salesforce.
|
•
|
Performance Marketing
.
We are a leading provider of digital marketing services for advertisers. We have continued to evolve our product offerings in 2018, improving profitability by focusing our resources on our largest, most important clients. We have expanded our investments in attribution across linear television and OTT, more effectively demonstrating the value all our advertising products bring to our clients.
|
•
|
ATSC 3.0
. In 2017, the FCC began the process to issue rules that would give permission to broadcast in the new ATSC 3.0 broadcast transmissions standard, which will allow broadcasters to enhance their existing transmission services with a new standardized system that will allow us to compete directly with Internet IP protocols. This new standard will allow us to support higher 4K high dynamic range resolution, higher frame rate, mobile, second screen experiences, 3D audio, virtual reality, advanced advertising and other exciting enhancements to the viewing experience. The service enables encryption and content protection which will allow broadcasters for the first time to protect their signal and employ paywalls. In 2018, we worked with other broadcasters as part of the Pearl consortium’s ongoing pilot testing of the new standard in Phoenix, Arizona. We expect to continue rolling out ATSC 3.0 pending the completion of the new standard in coordination with upgrades related to our spectrum repack transition.
|
|
2018
|
|
|
2017
|
|
Media
|
5,188
|
|
|
5,108
|
|
Corporate
|
148
|
|
|
175
|
|
Total
|
5,336
|
|
|
5,283
|
|
State/District of Columbia
|
City
|
Station/web site
|
Channel/Network
|
Affiliation Agreement Expires in
|
Market TV
Households
(1)
|
Founded
|
|
Arizona
|
Flagstaff
|
KNAZ-TV:
12news.com
|
Ch. 2/NBC
|
2021
|
1,864,420
|
|
1970
|
|
Phoenix
|
KPNX-TV:
12news.com
|
Ch. 12/NBC
|
2021
|
1,864,420
|
|
1953
|
|
Tucson
|
KMSB-TV:
tucsonnewsnow.com
|
Ch. 11/FOX
|
2019
|
392,920
|
|
1967
|
|
|
KTTU-TV
(2)
:
tucsonnewsnow.com
|
Ch. 18/MNTV
|
2020
|
392,920
|
|
1984
|
Arkansas
|
Little Rock
|
KTHV-TV:
thv11.com
|
Ch. 11/CBS
|
2019
|
527,090
|
|
1955
|
California
|
Sacramento
|
KXTV-TV: abc10.com
|
Ch. 10/ABC
|
2023
|
1,357,690
|
|
1955
|
|
San Diego
|
KFMB-TV
(3)
: cbs8.com
|
Ch. 8/CBS
|
2020
|
987,760
|
|
1949
|
Colorado
|
Denver
|
KTVD-TV: my20denver.com
|
Ch. 20/MNTV
|
2020
|
1,585,270
|
|
1988
|
|
|
KUSA-TV:
9news.com
|
Ch. 9/NBC
|
2021
|
1,585,270
|
|
1952
|
District of Columbia
|
Washington
|
WUSA-TV:
wusa9.com
|
Ch. 9/CBS
|
2019
|
2,482,480
|
|
1949
|
Florida
|
Jacksonville
|
WJXX-TV:
firstcoastnews.com
|
Ch. 25/ABC
|
2023
|
681,330
|
|
1989
|
|
|
WTLV-TV:
firstcoastnews.com
|
Ch. 12/NBC
|
2021
|
681,330
|
|
1957
|
|
Tampa-St. Petersburg
|
WTSP-TV:
wtsp.com
|
Ch. 10/CBS
|
2019
|
1,875,420
|
|
1965
|
Georgia
|
Atlanta
|
WATL-TV:
myatltv.com
|
Ch. 36/MNTV
|
2020
|
2,341,390
|
|
1954
|
|
|
WXIA-TV:
11alive.com
|
Ch. 11/NBC
|
2021
|
2,341,390
|
|
1948
|
|
Macon
|
WMAZ-TV:
13wmaz.com
|
Ch. 13/CBS
|
2019
|
224,180
|
|
1953
|
Idaho
|
Boise
|
KTVB-TV
(4)
:
ktvb.com
|
Ch. 7/NBC
|
2021
|
273,500
|
|
1953
|
Kentucky
|
Louisville
|
WHAS-TV:
whas11.com
|
Ch. 11/ABC
|
2023
|
647,190
|
|
1950
|
Louisiana
|
New Orleans
|
WWL-TV:
wwltv.com
|
Ch. 4/CBS
|
2019
|
624,020
|
|
1957
|
|
|
WUPL-TV
(5)
:
wupltv.com
|
Ch. 54/MNTV
|
2020
|
624,020
|
|
1955
|
Maine
|
Bangor
|
WLBZ-TV:
wlbz2.com
|
Ch. 2/NBC
|
2021
|
124,190
|
|
1954
|
|
Portland
|
WCSH-TV:
wcsh6.com
|
Ch. 6/NBC
|
2021
|
339,980
|
|
1953
|
Michigan
|
Grand Rapids
|
WZZM-TV:
wzzm13.com
|
Ch. 13/ABC
|
2023
|
639,410
|
|
1962
|
Minnesota
|
Minneapolis-St. Paul
|
KARE-TV:
kare11.com
|
Ch. 11/NBC
|
2021
|
1,713,310
|
|
1953
|
Missouri
|
St. Louis
|
KSDK-TV:
ksdk.com
|
Ch. 5/NBC
|
2021
|
1,164,400
|
|
1947
|
New York
|
Buffalo
|
WGRZ-TV:
wgrz.com
|
Ch. 2/NBC
|
2021
|
586,930
|
|
1954
|
North Carolina
|
Charlotte
|
WCNC-TV:
wcnc.com
|
Ch. 36/NBC
|
2021
|
1,129,900
|
|
1967
|
|
Greensboro
|
WFMY-TV: wfmynews2
.com
|
Ch. 2/CBS
|
2019
|
675,130
|
|
1949
|
Ohio
|
Cleveland
|
WKYC-TV: wkyc.com
|
Ch. 3/NBC
|
2021
|
1,399,470
|
|
1948
|
|
Toledo
|
WTOL-TV: wtol.com
|
Ch. 11/CBS
|
2020
|
401,510
|
|
1958
|
Oregon
|
Portland
|
KGW-TV
(6)
:
kgw.com
|
Ch. 8/NBC
|
2021
|
1,141,770
|
|
1956
|
South Carolina
|
Columbia
|
WLTX-TV:
wltx.com
|
Ch. 19/CBS
|
2019
|
389,590
|
|
1953
|
Tennessee
|
Knoxville
|
WBIR-TV:
wbir.com
|
Ch. 10/NBC
|
2021
|
512,160
|
|
1956
|
Texas
|
Abilene-Sweetwater
|
KXVA-TV:
myfoxzone.com
|
Ch. 15/FOX
|
2019
|
104,440
|
|
2001
|
|
Austin
|
KVUE-TV:
kvue.com
|
Ch. 24/ABC
|
2023
|
751,650
|
|
1971
|
|
Beaumont-Port Arthur
|
KBMT-TV:
(7)
12newsnow.com
|
Ch. 12/ABC
|
2023
|
152,710
|
|
1961
|
|
Corpus Christi
|
KIII-TV:
kiiitv.com
|
Ch. 3/ABC
|
2023
|
193,070
|
|
1964
|
|
Dallas/Ft. Worth
|
WFAA-TV:
wfaa.com
|
Ch. 8/ABC
|
2023
|
2,622,070
|
|
1949
|
|
Houston
|
KHOU-TV:
khou.com
|
Ch. 11/CBS
|
2019
|
2,423,360
|
|
1953
|
|
Midland-Odessa
|
KWES-TV: newswest9.com
|
Ch. 9/NBC
|
2021
|
150,430
|
|
1958
|
|
San Angelo
|
KIDY-TV:
myfoxzone.com
|
Ch. 6/FOX
|
2019
|
52,790
|
|
1984
|
|
San Antonio
|
KENS-TV:
kens5.com
|
Ch. 5/CBS
|
2019
|
923,990
|
|
1950
|
|
Tyler-Longview
|
KYTX-TV:
cbs19.tv
|
Ch. 19/CBS
|
2019
|
232,180
|
|
2008
|
|
Waco-Temple-College Station
|
KCEN-TV:
(8)
kcentv.com
|
Ch. 9/NBC
|
2021
|
322,820
|
|
1953
|
Virginia
|
Hampton/Norfolk
|
WVEC-TV:
13newsnow.com
|
Ch. 13/ABC
|
2023
|
678,210
|
|
1953
|
Washington
|
Seattle/Tacoma
|
KING-TV:
king5.com
|
Ch. 5/NBC
|
2021
|
1,854,810
|
|
1948
|
|
|
KONG-TV:
king5.com
|
Ch. 16/IND
|
N/A
|
1,854,810
|
|
1997
|
|
Spokane
|
KREM-TV:
krem.com
|
Ch. 2/CBS
|
2019
|
382,690
|
|
1954
|
|
|
KSKN-TV:
spokanescw22.com
|
Ch. 22/CW
|
2021
|
382,690
|
|
1983
|
|
|
|
|
|
|
|
|
(1) Market TV households is number of television households in each market, according to 2018-2019 Nielsen figures.
|
|||||||
(2) We service this station under service arrangements.
|
|
|
|
||||
(3) KFMB also operates a sub-channel (CW channel), which is not counted, and two radio stations, KFMB-AM (760), and KFMB-FM (100.7).
|
|||||||
(4) We also own KTFT-LD (NBC), a low power television station in Twin Falls, ID.
|
|
|
|
||||
(5) We also own WBXN-CA, a Class A television station in New Orleans, LA.
|
|
|
|
||||
(6) We also own KGWZ-LD, a low power television station in Portland, OR.
|
|
||||||
(7) We also own KBMT-LD and KJAC (D1) in Beaumont, TX.
|
|||||||
(8) We also own KAGS-LP in Waco-Temple-Bryan, TX.
|
In addition to the above television station properties, we also have the following digital operations which support our television stations:
|
Premion:
www.premionmedia.com
Headquarters:
New York, NY
|
TEGNA Marketing Solutions:
www.TEGNAmarketingsolutions.com
|
INVESTMENTS
We have non-controlling ownership interests in the following companies:
|
4Info:
www.4info.com
|
Captivate:
www.captivate.com
|
CareerBuilder:
www.careerbuilder.com
|
Hudson MX
:
www.hudsonmx.com
|
Independent Media:
www.independentmediainc.com
|
Justice Network
:
www.justicenetworktv.com
|
Kin Community:
www.kincommunity.com
|
MadHive
:
www.madhive.com
|
Pearl:
www.pearltv.com
|
Quest:
www.questtv.com
|
SIGNA Venture Partners
:
www.signaventurepartners.com
|
ViewLift:
www.viewlift.com
|
Topix:
www.topix.com
|
Tubi TV:
www.tubitv.com
|
Video Call Center
:
www.thevideocallcenter.com
|
Vizbee:
www.vizbee.tv
|
Whistle Sports:
www.whistlesports.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, Leadership Development and Compensation, Nominating and Governance, and Public Policy and Regulation 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.
|
|
|
|
INDEXED RETURNS
|
||||
|
|
Years Ending
|
||||
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
TEGNA Inc.
|
100
|
$110.85
|
$119.89
|
$96.26
|
$111.2
|
$86.24
|
S&P 500 Index
|
100
|
$113.69
|
$115.26
|
$129.05
|
$157.22
|
$150.33
|
Peer Group
|
100
|
$98.01
|
$75.58
|
$85.45
|
$96.02
|
$112.74
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||
Media
|
$
|
2,207,282
|
|
|
16%
|
|
$
|
1,903,026
|
|
|
(5%)
|
|
$
|
1,994,120
|
|
Digital
|
—
|
|
|
****
|
|
—
|
|
|
****
|
|
9,968
|
|
|||
Total
|
2,207,282
|
|
|
16%
|
|
1,903,026
|
|
|
(5%)
|
|
2,004,088
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||
Cost of revenues, exclusive of depreciation
|
1,065,933
|
|
|
14%
|
|
933,718
|
|
|
17%
|
|
795,454
|
|
|||
Business units - Selling, general and administrative expenses, exclusive of depreciation
|
315,320
|
|
|
10%
|
|
287,396
|
|
|
(13%)
|
|
331,028
|
|
|||
Corporate - General and administrative expenses, exclusive of depreciation
|
52,467
|
|
|
(5%)
|
|
54,943
|
|
|
(6%)
|
|
58,692
|
|
|||
Depreciation
|
55,949
|
|
|
2%
|
|
55,068
|
|
|
(1%)
|
|
55,369
|
|
|||
Amortization of intangible assets
|
30,838
|
|
|
43%
|
|
21,570
|
|
|
(7%)
|
|
23,263
|
|
|||
Asset impairment and other (gains) charges
|
(11,701
|
)
|
|
****
|
|
4,429
|
|
|
(86%)
|
|
32,130
|
|
|||
Total
|
1,508,806
|
|
|
11%
|
|
1,357,124
|
|
|
5%
|
|
1,295,936
|
|
|||
Operating income
|
698,476
|
|
|
28%
|
|
545,902
|
|
|
(23%)
|
|
708,152
|
|
|||
Non-operating income (expense):
|
|
|
|
|
|
|
|
|
|
||||||
Equity income (loss) in unconsolidated investments, net
|
13,792
|
|
|
33%
|
|
10,402
|
|
|
****
|
|
(3,414
|
)
|
|||
Interest expense
|
(192,065
|
)
|
|
(9%)
|
|
(210,284
|
)
|
|
(9%)
|
|
(231,995
|
)
|
|||
Other non-operating expenses, net
|
(11,496
|
)
|
|
(67%)
|
|
(35,304
|
)
|
|
51%
|
|
(23,452
|
)
|
|||
Total
|
(189,769
|
)
|
|
(19%)
|
|
(235,186
|
)
|
|
(9%)
|
|
(258,861
|
)
|
|||
Income before income taxes
|
508,707
|
|
|
64%
|
|
310,716
|
|
|
(31%)
|
|
449,291
|
|
|||
Provision (benefit) for income taxes
|
107,367
|
|
|
****
|
|
(137,246
|
)
|
|
****
|
|
140,171
|
|
|||
Income from continuing operations
|
401,340
|
|
|
(10%)
|
|
447,962
|
|
|
45%
|
|
309,120
|
|
|||
Earnings from continuing operations per share - basic
|
1.86
|
|
|
(11%)
|
|
2.08
|
|
|
45%
|
|
1.43
|
|
|||
Earnings from continuing operations per share - diluted
|
$
|
1.85
|
|
|
(10%)
|
|
$
|
2.06
|
|
|
46%
|
|
$
|
1.41
|
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|
2016
|
||||||
Advertising & Marketing Services
|
$
|
1,106,754
|
|
|
(3%)
|
|
$
|
1,139,642
|
|
|
(8%)
|
|
$
|
1,237,735
|
|
Subscription
|
840,838
|
|
|
17%
|
|
718,750
|
|
|
24%
|
|
581,733
|
|
|||
Political
|
233,613
|
|
|
****
|
|
23,258
|
|
|
(85%)
|
|
154,808
|
|
|||
Other
|
26,077
|
|
|
22%
|
|
21,376
|
|
|
8%
|
|
19,844
|
|
|||
Former Digital Business
|
—
|
|
|
****
|
|
—
|
|
|
(100%)
|
|
9,968
|
|
|||
Total revenues
|
$
|
2,207,282
|
|
|
16%
|
|
$
|
1,903,026
|
|
|
(5%)
|
|
$
|
2,004,088
|
|
|
Percentage of total operating expenses
|
||||
Expense Category
|
2018
|
|
2017
|
|
2016
|
Programming expenses
|
33.3%
|
|
32.4%
|
|
20.4%
|
Payroll expenses
|
29.8%
|
|
31.3%
|
|
34.6%
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|
2016
|
||||||
Net income from continuing operations
|
$
|
401,340
|
|
|
(10%)
|
|
$
|
447,962
|
|
|
45%
|
|
$
|
309,120
|
|
Per basic share
|
1.86
|
|
|
(11%)
|
|
2.08
|
|
|
45%
|
|
1.43
|
|
|||
Per diluted share
|
$
|
1.85
|
|
|
(10%)
|
|
$
|
2.06
|
|
|
46%
|
|
$
|
1.41
|
|
•
|
Operating asset impairment and other net gains primarily consists of a gain recognized on the sale of real estate in Houston and gains due to reimbursements from the FCC for required spectrum repacking. These gains are partially offset by an early lease termination payment;
|
•
|
Severance charges which included payroll and related benefit costs due to restructuring at our DMS business and at our corporate headquarters;
|
•
|
Other non-operating items associated with business acquisition and integration costs, a charitable donation made to the TEGNA Foundation, and an impairment of a debt investment;
|
•
|
Pension payment timing related charges related to the acceleration of previously deferred pension costs as a result of lump sum SERP payments made to certain former executives;
|
•
|
A gain recognized in our equity income in unconsolidated investments, related to our share of CareerBuilder’s gain on the sale of its EMSI business;
|
•
|
Tax provision impacts related to our acquisition of KFMB; and
|
•
|
Deferred tax benefits related to adjusting the provisional tax impacts of the Tax Act and a partial capital loss valuation allowance release, both resulting from the completion of our 2017 federal income tax return in the third quarter of 2018.
|
•
|
Severance charges which included payroll and related benefit costs;
|
•
|
Operating asset impairment related to damage caused by Hurricane Harvey and the consolidation of office space at our DMS business unit and corporate headquarters;
|
•
|
Gain on sale and an impairment of equity method investments;
|
•
|
Other non-operating expenses associated with costs of the spin-off of our Cars.com business unit, charitable donations made to the TEGNA Foundation, non-cash asset impairment charges associated with write off of a note receivable from an equity method investment; costs incurred in connection with the early extinguishment of debt; and
|
•
|
Special deferred tax benefits related to the Tax Act, deferred tax remeasurement attributable to the spin-off of our Cars.com business unit and a deferred tax adjustment related to a previously-disposed business.
|
|
|
|
|
Special Items
|
|
|
||||||||||||||||||||||
Year Ended Dec. 31, 2017
|
|
GAAP
measure
|
|
Severance expense
|
|
Operating asset impairments, net of gains
|
|
Net gain on equity method investment
|
|
Other non-operating items
|
|
Tax reform and other special tax benefits
|
|
Non-GAAP measure
|
||||||||||||||
Corporate - General and administrative expenses, exclusive of depreciation
|
|
$
|
54,943
|
|
|
$
|
(1,909
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
53,034
|
|
Operating expenses
|
|
1,357,124
|
|
|
(4,466
|
)
|
|
(4,429
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,348,229
|
|
|||||||
Operating income
|
|
545,902
|
|
|
4,466
|
|
|
4,429
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
554,797
|
|
|||||||
Equity income (loss) in unconsolidated investments, net
|
|
10,402
|
|
|
—
|
|
|
—
|
|
|
(14,877
|
)
|
|
—
|
|
|
—
|
|
|
(4,475
|
)
|
|||||||
Other non-operating (expenses) income
|
|
(35,304
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,454
|
|
|
—
|
|
|
5,150
|
|
|||||||
Total non-operating expenses
|
|
(235,186
|
)
|
|
—
|
|
|
—
|
|
|
(14,877
|
)
|
|
40,454
|
|
|
—
|
|
|
(209,609
|
)
|
|||||||
Income before income taxes
|
|
310,716
|
|
|
4,466
|
|
|
4,429
|
|
|
(14,877
|
)
|
|
40,454
|
|
|
—
|
|
|
345,188
|
|
|||||||
(Benefit) provision for income taxes
|
|
(137,246
|
)
|
|
1,719
|
|
|
1,649
|
|
|
720
|
|
|
9,827
|
|
|
233,174
|
|
|
109,843
|
|
|||||||
Net income from continuing operations
|
|
447,962
|
|
|
2,747
|
|
|
2,780
|
|
|
(15,597
|
)
|
|
30,627
|
|
|
(233,174
|
)
|
|
235,345
|
|
|||||||
Net income from continuing operations per share - diluted
|
|
$
|
2.06
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.14
|
|
|
$
|
(1.07
|
)
|
|
$
|
1.08
|
|
|
2018
|
|
Change
|
|
2017
|
||||
Adjusted operating expenses
|
$
|
1,513,220
|
|
|
12%
|
|
$
|
1,348,229
|
|
Adjusted operating income
|
694,062
|
|
|
25%
|
|
554,797
|
|
||
Adjusted equity (loss) in unconsolidated investments, net
|
(4,091
|
)
|
|
(9%)
|
|
(4,475
|
)
|
||
Adjusted other non-operating income
|
15,408
|
|
|
****
|
|
5,150
|
|
||
Adjusted total non-operating (expense)
|
(180,748
|
)
|
|
(14%)
|
|
(209,609
|
)
|
||
Adjusted income before income taxes
|
513,314
|
|
|
49%
|
|
345,188
|
|
||
Adjusted provision for income taxes
|
117,101
|
|
|
7%
|
|
109,843
|
|
||
Adjusted net income from continuing operations
|
396,213
|
|
|
68%
|
|
235,345
|
|
||
Adjusted net income from continuing operations per share - diluted
|
$
|
1.83
|
|
|
69%
|
|
$
|
1.08
|
|
|
|||||||||
|
2018
|
|
Change
|
|
2017
|
||||
Net income from continuing operations (GAAP basis)
|
$
|
401,340
|
|
|
(10%)
|
|
$
|
447,962
|
|
Provision (benefit) for income taxes
|
107,367
|
|
|
****
|
|
(137,246
|
)
|
||
Interest expense
|
192,065
|
|
|
(9%)
|
|
210,284
|
|
||
Equity income in unconsolidated investments, net
|
(13,792
|
)
|
|
33%
|
|
(10,402
|
)
|
||
Other non-operating expense
|
11,496
|
|
|
(67%)
|
|
35,304
|
|
||
Operating income (GAAP basis)
|
$
|
698,476
|
|
|
28%
|
|
$
|
545,902
|
|
Severance expense
|
7,287
|
|
|
63%
|
|
4,466
|
|
||
Asset impairment and other (gains) charges
|
(11,701
|
)
|
|
****
|
|
4,429
|
|
||
Adjusted operating income (Non-GAAP basis)
|
$
|
694,062
|
|
|
25%
|
|
$
|
554,797
|
|
Depreciation
|
55,949
|
|
|
2%
|
|
55,068
|
|
||
Amortization of intangible assets
|
30,838
|
|
|
43%
|
|
21,570
|
|
||
Adjusted EBITDA (Non-GAAP basis)
|
$
|
780,849
|
|
|
24%
|
|
$
|
631,435
|
|
Corporate - General and administrative expense, exclusive of depreciation (non-GAAP basis)
|
46,986
|
|
|
(11%)
|
|
53,034
|
|
||
Adjusted EBITDA, excluding Corporate (Non-GAAP basis)
|
$
|
827,835
|
|
|
21%
|
|
$
|
684,469
|
|
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Net cash flow from operating activities
|
$
|
527,209
|
|
$
|
389,429
|
|
$
|
678,701
|
|
$
|
679,450
|
|
$
|
862,669
|
|
Purchase of property and equipment
|
(65,230
|
)
|
(76,886
|
)
|
(94,796
|
)
|
(118,767
|
)
|
(150,354
|
)
|
|||||
Reimbursement from spectrum repacking
|
7,400
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Free cash flow
|
$
|
469,379
|
|
$
|
312,543
|
|
$
|
583,905
|
|
$
|
560,683
|
|
$
|
712,315
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Cash, cash equivalents and restricted cash from continuing operations
|
$
|
128,041
|
|
|
$
|
44,076
|
|
|
$
|
58,566
|
|
Cash, cash equivalents and restricted cash from discontinued operations
|
—
|
|
|
61,041
|
|
|
103,104
|
|
|||
Balance at beginning of the year
|
128,041
|
|
|
105,117
|
|
|
161,670
|
|
|||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
405,665
|
|
|
215,046
|
|
|
487,999
|
|
|||
Non-cash adjustments
|
97,793
|
|
|
209,026
|
|
|
287,852
|
|
|||
Changes in working capital
|
47,799
|
|
|
(40,798
|
)
|
|
(61,327
|
)
|
|||
Changes in other assets and liabilities
|
(24,048
|
)
|
|
6,155
|
|
|
(35,823
|
)
|
|||
Net cash flows from operating activities
|
527,209
|
|
|
389,429
|
|
|
678,701
|
|
|||
Net cash (used for) provided by investing activities
|
(374,416
|
)
|
|
176,231
|
|
|
(272,821
|
)
|
|||
Net cash used for financing activities
|
(144,972
|
)
|
|
(542,736
|
)
|
|
(462,433
|
)
|
|||
Net change in cash, cash equivalents and restricted cash
|
7,821
|
|
|
22,924
|
|
|
(56,553
|
)
|
|||
Cash, cash equivalents and restricted cash at end of year
|
$
|
135,862
|
|
|
$
|
128,041
|
|
|
$
|
105,117
|
|
•
|
On February 15, 2018 we acquired the assets of KFMB-TV, the CBS affiliate in San Diego, KFMB-D2 (the CW station in San Diego), and radio stations KFMB-AM and KFMB-FM in San Diego. The transaction price was approximately $328.4 million in cash, $220.0 million of which we funded through borrowings under our revolving credit facility and the remainder through the use of available cash.
|
•
|
On June 21, 2018, we entered into an amendment of our Amended and Restated Competitive Advance and Revolving Credit Agreement. Under the amended terms, the $1.51 billion of revolving credit commitments and letter of credit commitments have been extended until June 21, 2023. The amendment also extended our permitted total leverage ratio to remain at 5.0x through June 30, 2019, reducing to 4.75x for the first quarter ending September 30, 2019 through the end of the fiscal quarter ending June 30, 2020, and then reducing to 4.5x for the fiscal quarter ending September 30, 2020 and thereafter.
|
•
|
As of December 31, 2018, we had unused borrowing capacity of $1.44 billion under our revolving credit facility. On January 2, 2019 we completed our acquisition of WTOL, the CBS affiliate in Toledo, OH, and KWES, the NBC affiliate in Midland-Odessa, TX from Gray Television, Inc. for $108.9 million in cash. The acquisition was funded through the use of available cash and borrowings under our revolving credit facility.
|
2019
(1)
|
$
|
—
|
|
2020
(1)
|
—
|
|
|
2021
(1)
|
55,000
|
|
|
2022
|
—
|
|
|
2023
(2)
|
2,140,000
|
|
|
Thereafter
|
765,000
|
|
|
Total
|
$
|
2,960,000
|
|
Contractual obligations
|
Payments due by period
|
||||||||||||||
|
Total
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
Thereafter
|
|
|||||
Long-term debt
(1)
|
$
|
2,960,000
|
|
$
|
—
|
|
$
|
55,000
|
|
$
|
2,140,000
|
|
$
|
765,000
|
|
Interest payments
(2)
|
702,395
|
|
162,442
|
|
234,016
|
|
175,792
|
|
130,145
|
|
|||||
Operating leases
(3)
|
127,177
|
|
10,443
|
|
21,618
|
|
21,183
|
|
73,933
|
|
|||||
Talent and employment contracts
(4)
|
211,961
|
|
110,998
|
|
93,121
|
|
7,412
|
|
430
|
|
|||||
Purchase obligations
(5)
|
113,295
|
|
72,637
|
|
39,282
|
|
1,376
|
|
—
|
|
|||||
Programming contracts
(6)
|
1,257,922
|
|
480,379
|
|
522,551
|
|
254,682
|
|
310
|
|
|||||
Other noncurrent liabilities
(7)
|
401,169
|
|
48,627
|
|
77,507
|
|
79,783
|
|
195,252
|
|
|||||
Total
|
$
|
5,773,919
|
|
$
|
885,526
|
|
$
|
1,043,095
|
|
$
|
2,680,228
|
|
$
|
1,165,070
|
|
(1)
|
Long-term debt includes scheduled principal payments only. We have contractual debt maturities of $420 million in 2019. See Note 6 to the consolidated financial statements for further information.
|
(2)
|
We have $50 million of outstanding borrowings under our revolving credit facility as of December 31, 2018. Interest on the senior notes is based on the stated cash coupon rate and excludes the amortization of debt issuance discount. The floating rate term loan interest rates are based on the actual rates as of December 31, 2018.
|
(3)
|
See Note 13 to the consolidated financial statements.
|
(4)
|
Our talent and employment contracts primarily secure our on-air talent and other personnel for our television stations through multi-year talent and employment agreements. We expect our contracts will be renewed or replaced with similar agreements upon their expiration. Amounts due under the contracts, assuming the contracts are not terminated prior to their expiration, are included in the contractual commitments table.
|
(5)
|
Includes purchase obligations pertaining to technology related capital projects, news and market data services, and other legally binding commitments. Amounts which we are liable for under purchase orders outstanding as of December 31, 2018 are reflected in the Consolidated Balance Sheets as accounts payable and accrued liabilities and are excluded from the table above.
|
(6)
|
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. Network affiliation agreements may include variable fee components such as subscriber levels, which in have been estimated and reflected in the table above.
|
(7)
|
Other noncurrent liabilities consist of both unfunded and under-funded postretirement benefit plans. Unfunded plans include the TEGNA Supplemental 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 pension plan is the TEGNA Retirement Plan (TRP). In 2019, we expect contributions to the TEGNA Retirement Plan and SERP of $3.8 million and $7.8 million, respectively. TRP 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.
|
|
Repurchases made in fiscal year
|
||||||||||
Stock repurchases
|
2018
|
|
2017
|
|
2016
|
||||||
Number of shares purchased
|
545
|
|
|
1,498
|
|
|
6,983
|
|
|||
Dollar amount purchased
|
$
|
5,831
|
|
|
$
|
23,480
|
|
|
$
|
161,891
|
|
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,
|
|||||
|
2018
|
2017
|
||||
Assets
|
|
|
||||
Current assets
|
|
|
||||
Cash and cash equivalents
|
$
|
135,862
|
|
$
|
98,801
|
|
Trade receivables, net of allowances of $3,090 and $3,266, respectively
|
425,404
|
|
406,852
|
|
||
Other receivables
|
20,967
|
|
32,442
|
|
||
Prepaid expenses and other current assets
|
17,737
|
|
61,070
|
|
||
Programming rights
|
35,252
|
|
37,758
|
|
||
Total current assets
|
635,222
|
|
636,923
|
|
||
Property and equipment
|
|
|
||||
Land
|
68,540
|
|
62,885
|
|
||
Buildings and improvements
|
259,053
|
|
246,917
|
|
||
Equipment, furniture and fixtures
|
489,799
|
|
467,265
|
|
||
Construction in progress
|
40,778
|
|
5,535
|
|
||
Total
|
858,170
|
|
782,602
|
|
||
Less accumulated depreciation
|
(482,955
|
)
|
(447,262
|
)
|
||
Net property and equipment
|
375,215
|
|
335,340
|
|
||
Intangible and other assets (see Note 3)
|
|
|
||||
Goodwill
|
2,596,863
|
|
2,579,417
|
|
||
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $118,958 and $88,120, respectively
|
1,526,077
|
|
1,273,269
|
|
||
Investments and other assets
|
143,465
|
|
137,166
|
|
||
Total intangible and other assets
|
4,266,405
|
|
3,989,852
|
|
||
Total assets
|
$
|
5,276,842
|
|
$
|
4,962,115
|
|
|
|
|
TEGNA Inc.
CONSOLIDATED BALANCE SHEETS
|
||||||
In thousands of dollars, except par value and share amounts
|
|
|||||
|
Dec. 31,
|
|||||
|
2018
|
2017
|
||||
Liabilities and equity
|
|
|
||||
Current liabilities
|
|
|
||||
Accounts payable
|
$
|
83,226
|
|
$
|
52,992
|
|
Accrued liabilities
|
|
|
||||
Compensation
|
52,726
|
|
54,088
|
|
||
Interest
|
37,458
|
|
39,217
|
|
||
Contracts payable for programming rights
|
112,059
|
|
105,040
|
|
||
Other
|
49,211
|
|
58,196
|
|
||
Dividends payable
|
15,154
|
|
15,173
|
|
||
Income taxes
|
19,383
|
|
—
|
|
||
Current portion of long-term debt
|
—
|
|
646
|
|
||
Total current liabilities
|
369,217
|
|
325,352
|
|
||
Income taxes
|
13,624
|
|
20,203
|
|
||
Deferred income taxes
|
396,847
|
|
382,310
|
|
||
Long-term debt
|
2,944,466
|
|
3,007,047
|
|
||
Pension liabilities
|
139,375
|
|
144,220
|
|
||
Other noncurrent liabilities
|
72,389
|
|
87,942
|
|
||
Total noncurrent liabilities
|
3,566,701
|
|
3,641,722
|
|
||
Total liabilities
|
3,935,918
|
|
3,967,074
|
|
||
|
|
|
||||
Commitments and contingent liabilities (see Note 13)
|
|
|
||||
|
|
|
||||
Equity
|
|
|
||||
TEGNA Inc. shareholders’ equity
|
|
|
||||
Common stock of $1 par value per share, 800,000,000 shares authorized, 324,418,632 shares issued
|
324,419
|
|
324,419
|
|
||
Additional paid-in capital
|
301,352
|
|
382,127
|
|
||
Retained earnings
|
6,429,512
|
|
6,062,995
|
|
||
Accumulated other comprehensive loss
|
(136,511
|
)
|
(106,923
|
)
|
||
Less treasury stock at cost, 108,660,002 shares and 109,487,979 shares, respectively
|
(5,577,848
|
)
|
(5,667,577
|
)
|
||
Total equity
|
1,340,924
|
|
995,041
|
|
||
Total liabilities, redeemable noncontrolling interests and equity
|
$
|
5,276,842
|
|
$
|
4,962,115
|
|
TEGNA Inc.
CONSOLIDATED STATEMENTS OF INCOME
|
||||||||||
In thousands of dollars, except per share amounts
|
||||||||||
|
Dec. 31,
|
|||||||||
|
2018
|
2017
|
2016
|
|||||||
Revenues:
|
|
|
|
|||||||
Media
|
$
|
2,207,282
|
|
$
|
1,903,026
|
|
$
|
1,994,120
|
|
|
Digital
|
—
|
|
—
|
|
9,968
|
|
||||
Total
|
2,207,282
|
|
1,903,026
|
|
2,004,088
|
|
||||
Operating expenses:
|
|
|
|
|||||||
Cost of revenues, exclusive of depreciation
|
1,065,933
|
|
933,718
|
|
795,454
|
|
||||
Business units - Selling, general and administrative expenses, exclusive of depreciation
|
315,320
|
|
287,396
|
|
331,028
|
|
||||
Corporate - General and administrative expenses, exclusive of depreciation
|
52,467
|
|
54,943
|
|
58,692
|
|
||||
Depreciation
|
55,949
|
|
55,068
|
|
55,369
|
|
||||
Amortization of intangible assets
|
30,838
|
|
21,570
|
|
23,263
|
|
||||
Asset impairment and other (gains) charges (see Note 11)
|
(11,701
|
)
|
4,429
|
|
32,130
|
|
||||
Total
|
1,508,806
|
|
1,357,124
|
|
1,295,936
|
|
||||
Operating income
|
698,476
|
|
545,902
|
|
708,152
|
|
||||
Non-operating income (expense):
|
|
|
|
|||||||
Equity income (loss) in unconsolidated investments, net (see Note 4)
|
13,792
|
|
10,402
|
|
(3,414
|
)
|
||||
Interest expense
|
(192,065
|
)
|
(210,284
|
)
|
(231,995
|
)
|
||||
Other non-operating expenses, net
|
(11,496
|
)
|
(35,304
|
)
|
(23,452
|
)
|
||||
Total
|
(189,769
|
)
|
(235,186
|
)
|
(258,861
|
)
|
||||
Income before income taxes
|
508,707
|
|
310,716
|
|
449,291
|
|
||||
Provision (benefit) for income taxes
|
107,367
|
|
(137,246
|
)
|
140,171
|
|
||||
Income from continuing operations
|
401,340
|
|
447,962
|
|
309,120
|
|
||||
Income (loss) from discontinued operations, net of tax
|
4,325
|
|
(232,916
|
)
|
178,879
|
|
||||
Net income
|
405,665
|
|
215,046
|
|
487,999
|
|
||||
Net loss (income) attributable to noncontrolling interests from discontinued operations
|
—
|
|
58,698
|
|
(51,302
|
)
|
||||
Net income attributable to TEGNA Inc.
|
$
|
405,665
|
|
$
|
273,744
|
|
$
|
436,697
|
|
|
Earnings from continuing operations per share - basic
|
$
|
1.86
|
|
$
|
2.08
|
|
$
|
1.43
|
|
|
Earnings (loss) from discontinued operations per share - basic
|
0.02
|
|
(0.81
|
)
|
0.59
|
|
||||
Net income per share - basic
|
$
|
1.88
|
|
$
|
1.27
|
|
$
|
2.02
|
|
|
Earnings from continuing operations per share - diluted
|
$
|
1.85
|
|
$
|
2.06
|
|
$
|
1.41
|
|
|
Earnings (loss) from discontinued operations per share - diluted
|
0.02
|
|
(0.80
|
)
|
0.58
|
|
||||
Net income per share - diluted
|
$
|
1.87
|
|
$
|
1.26
|
|
$
|
1.99
|
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|||||||
Basic shares
|
216,184
|
|
215,587
|
|
216,358
|
|
||||
Diluted shares
|
216,621
|
|
217,478
|
|
219,681
|
|
TEGNA Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
||||||||||
In thousands of dollars
|
||||||||||
|
Dec. 31,
|
|||||||||
|
2018
|
2017
|
2016
|
|||||||
Net income
|
$
|
405,665
|
|
$
|
215,046
|
|
$
|
487,999
|
|
|
Redeemable noncontrolling interests (income not available to shareholders)
|
—
|
|
(2,797
|
)
|
(4,511
|
)
|
||||
Other comprehensive income (loss), before tax:
|
|
|
|
|||||||
Foreign currency translation adjustments
|
362
|
|
34,563
|
|
(15,938
|
)
|
||||
Pension and other post-retirement benefit items:
|
|
|
|
|||||||
Recognition of previously deferred post-retirement benefit plan costs
|
5,141
|
|
8,837
|
|
8,068
|
|
||||
Actuarial (loss) gain arising during the period
|
(19,279
|
)
|
20,373
|
|
(21,337
|
)
|
||||
Pension payment timing related charges
|
7,498
|
|
—
|
|
—
|
|
||||
Pension and other postretirement benefit items
|
(6,640
|
)
|
29,210
|
|
(13,269
|
)
|
||||
Unrealized gain (losses) on available for sale investment during the period
|
—
|
|
1,776
|
|
(11,346
|
)
|
||||
Other comprehensive (loss) income before tax
|
(6,278
|
)
|
65,549
|
|
(40,553
|
)
|
||||
Income tax effect related to components of other comprehensive income (loss)
|
1,535
|
|
(11,340
|
)
|
5,066
|
|
||||
Other comprehensive (loss) income, net of tax
|
(4,743
|
)
|
54,209
|
|
(35,487
|
)
|
||||
Comprehensive income
|
400,922
|
|
266,458
|
|
448,001
|
|
||||
Comprehensive loss (income) attributable to noncontrolling interests, net of tax
|
—
|
|
55,676
|
|
(39,284
|
)
|
||||
Comprehensive income attributable to TEGNA Inc.
|
$
|
400,922
|
|
$
|
322,134
|
|
$
|
408,717
|
|
TEGNA Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||
In thousands of dollars
|
|
|
|
|||||||
|
Dec. 31,
|
|||||||||
|
2018
|
2017
|
2016
|
|||||||
Cash flows from operating activities
|
|
|
|
|||||||
Net income
|
$
|
405,665
|
|
$
|
215,046
|
|
$
|
487,999
|
|
|
Adjustments to reconcile net income to operating cash flows:
|
|
|
|
|||||||
Depreciation
|
55,949
|
|
74,637
|
|
89,531
|
|
||||
Amortization of intangible assets
|
30,838
|
|
61,870
|
|
114,959
|
|
||||
Stock-based compensation
|
12,531
|
|
17,098
|
|
17,590
|
|
||||
Loss on sale of CareerBuilder
|
—
|
|
342,900
|
|
—
|
|
||||
Provision (benefit) for deferred income taxes
|
17,258
|
|
(296,820
|
)
|
16,535
|
|
||||
Equity (income) loss in unconsolidated investees, net
|
(13,792
|
)
|
(10,462
|
)
|
7,170
|
|
||||
Other, including (gains) losses on sale of assets and impairments
|
(4,991
|
)
|
19,803
|
|
42,067
|
|
||||
Changes in operating assets and liabilities:
|
|
|
|
|||||||
(Increase) decrease in trade receivables
|
(5,351
|
)
|
14,541
|
|
(32,046
|
)
|
||||
Increase (decrease) in accounts payable
|
29,357
|
|
(21,474
|
)
|
(1,506
|
)
|
||||
Increase (decrease) in interest and taxes payable
|
22,895
|
|
(29,977
|
)
|
(7,771
|
)
|
||||
Increase (decrease) in deferred revenue
|
898
|
|
(3,888
|
)
|
(20,004
|
)
|
||||
Pension (contributions), net of expense
|
(42,015
|
)
|
(13,276
|
)
|
3,257
|
|
||||
Spectrum channel share proceeds
|
—
|
|
32,588
|
|
—
|
|
||||
Changes in other assets and liabilities, net
|
17,967
|
|
(13,157
|
)
|
(39,080
|
)
|
||||
Net cash flows from operating activities
|
527,209
|
|
389,429
|
|
678,701
|
|
||||
Cash flows from investing activities
|
|
|
|
|||||||
Purchase of property and equipment
|
(65,230
|
)
|
(76,886
|
)
|
(94,796
|
)
|
||||
Reimbursement from spectrum repacking
|
7,400
|
|
—
|
|
—
|
|
||||
Payments for acquisitions, net of cash acquired
|
(328,433
|
)
|
—
|
|
(206,078
|
)
|
||||
Payments for investments
|
(11,677
|
)
|
(6,405
|
)
|
(20,797
|
)
|
||||
Proceeds from investments
|
7,189
|
|
37,880
|
|
40,409
|
|
||||
Proceeds from sale of businesses and assets
|
16,335
|
|
205,188
|
|
8,441
|
|
||||
Proceeds from insurance settlements
|
—
|
|
16,454
|
|
—
|
|
||||
Net cash (used for) provided by investing activities
|
(374,416
|
)
|
176,231
|
|
(272,821
|
)
|
||||
Cash flows from financing activities
|
|
|
|
|||||||
Proceeds from (payments of) borrowings under revolving credit facilities, net
|
50,000
|
|
(635,000
|
)
|
(85,000
|
)
|
||||
Proceeds from Cars.com borrowings
|
—
|
|
675,000
|
|
—
|
|
||||
Proceeds from borrowings
|
—
|
|
—
|
|
300,000
|
|
||||
Debt repayments
|
(121,146
|
)
|
(412,246
|
)
|
(352,590
|
)
|
||||
Payments for debt issuance and premiums for early redemption costs
|
(5,269
|
)
|
(9,795
|
)
|
(1,684
|
)
|
||||
Dividends paid
|
(60,290
|
)
|
(90,170
|
)
|
(121,639
|
)
|
||||
Repurchases of common stock
|
(5,831
|
)
|
(23,480
|
)
|
(161,891
|
)
|
||||
Net settlement of stock for tax withholding and proceeds from stock option exercises
|
(2,436
|
)
|
(3,932
|
)
|
(20,352
|
)
|
||||
Distributions to noncontrolling membership interests
|
—
|
|
(22,980
|
)
|
(18,840
|
)
|
||||
Cash transferred to the Cars.com business
|
—
|
|
(20,133
|
)
|
—
|
|
||||
Deferred payments for acquisitions
|
—
|
|
—
|
|
(437
|
)
|
||||
Net cash used for financing activities
|
(144,972
|
)
|
(542,736
|
)
|
(462,433
|
)
|
||||
Increase (decrease) in cash, cash equivalents and restricted cash
|
7,821
|
|
22,924
|
|
(56,553
|
)
|
||||
Cash, cash equivalents and restricted cash from continuing operations, beginning of year
|
128,041
|
|
44,076
|
|
58,566
|
|
||||
Cash, cash equivalents and restricted cash from discontinued operations, beginning of year
|
—
|
|
61,041
|
|
103,104
|
|
||||
Balance of cash, cash equivalents and restricted cash at beginning of year
|
128,041
|
|
105,117
|
|
161,670
|
|
||||
Cash, cash equivalents and restricted cash from continuing operations, end of year
|
135,862
|
|
128,041
|
|
44,076
|
|
||||
Cash, cash equivalents and restricted cash from discontinued operations, end of year
|
—
|
|
—
|
|
61,041
|
|
||||
Balance of cash, cash equivalents and restricted cash at end of year
|
$
|
135,862
|
|
$
|
128,041
|
|
$
|
105,117
|
|
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. 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 9)
|
|
|
(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
|
|
Net Income
|
|
|
273,744
|
|
|
|
(58,698
|
)
|
215,046
|
|
|||||||||||
Redeemable noncontrolling interests
|
|
|
|
|
|
(2,797
|
)
|
(2,797
|
)
|
||||||||||||
Other comprehensive income, net of tax
|
|
|
(6,260
|
)
|
54,650
|
|
|
5,819
|
|
54,209
|
|
||||||||||
Total comprehensive income
|
|
|
|
|
|
|
266,458
|
|
|||||||||||||
Dividends declared: $0.35 per share
|
|
|
(75,164
|
)
|
|
|
|
(75,164
|
)
|
||||||||||||
Spin-off of Cars.com (see Note 9)
|
|
|
(1,513,881
|
)
|
|
|
|
(1,513,881
|
)
|
||||||||||||
Distributions to noncontrolling membership shareholders
|
|
|
|
|
|
(22,980
|
)
|
(22,980
|
)
|
||||||||||||
Treasury stock acquired
|
|
|
|
|
(23,480
|
)
|
|
(23,480
|
)
|
||||||||||||
Stock-based awards activity
|
|
(109,560
|
)
|
|
|
105,629
|
|
|
(3,931
|
)
|
|||||||||||
Stock-based compensation
|
|
17,098
|
|
|
|
|
|
|
17,098
|
|
|||||||||||
Deconsolidation of CareerBuilder
|
|
|
|
|
|
(202,931
|
)
|
(202,931
|
)
|
||||||||||||
Other activity
|
|
847
|
|
|
|
|
|
847
|
|
||||||||||||
Balance at Dec. 31, 2017
|
$
|
324,419
|
|
$
|
382,127
|
|
$
|
6,062,995
|
|
$
|
(106,923
|
)
|
$
|
(5,667,577
|
)
|
$
|
—
|
|
$
|
995,041
|
|
Net Income
|
|
|
405,665
|
|
|
|
|
405,665
|
|
||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
(4,743
|
)
|
|
|
(4,743
|
)
|
||||||||||||
Total comprehensive income
|
|
|
|
|
|
|
400,922
|
|
|||||||||||||
Cumulative effects of accounting changes (see Note 1)
|
|
|
21,121
|
|
(24,845
|
)
|
|
|
(3,724
|
)
|
|||||||||||
Dividends declared: $0.28 per share
|
|
|
(60,269
|
)
|
|
|
|
(60,269
|
)
|
||||||||||||
Treasury stock acquired
|
|
|
|
|
(5,831
|
)
|
|
(5,831
|
)
|
||||||||||||
Stock-based awards activity
|
|
(96,060
|
)
|
|
|
95,560
|
|
|
(500
|
)
|
|||||||||||
Stock-based compensation
|
|
12,531
|
|
|
|
|
|
12,531
|
|
||||||||||||
Other activity
|
|
2,754
|
|
|
|
|
|
2,754
|
|
||||||||||||
Balance at Dec. 31, 2018
|
$
|
324,419
|
|
$
|
301,352
|
|
$
|
6,429,512
|
|
$
|
(136,511
|
)
|
$
|
(5,577,848
|
)
|
$
|
—
|
|
$
|
1,340,924
|
|
|
|
Year ended Dec. 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
|
||||||
Advertising & Marketing Services
|
|
$
|
1,106,754
|
|
|
$
|
1,139,642
|
|
|
$
|
1,237,735
|
|
Subscription
|
|
840,838
|
|
|
718,750
|
|
|
581,733
|
|
|||
Political
|
|
233,613
|
|
|
23,258
|
|
|
154,808
|
|
|||
Other
|
|
26,077
|
|
|
21,376
|
|
|
19,844
|
|
|||
Former Digital Business
|
|
—
|
|
|
—
|
|
|
9,968
|
|
|||
Total revenues
|
|
$
|
2,207,282
|
|
|
$
|
1,903,026
|
|
|
$
|
2,004,088
|
|
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Dec. 31, 2018
|
|
|
|
|
|
|
||||||
Goodwill
|
|
$
|
2,596,863
|
|
|
$
|
—
|
|
|
$
|
2,596,863
|
|
Indefinite-lived intangibles:
|
|
|
|
|
|
|
||||||
Television station FCC licenses
|
|
1,384,186
|
|
|
—
|
|
|
1,384,186
|
|
|||
Amortizable intangible assets:
|
|
|
|
|
|
|
||||||
Retransmission agreements
|
|
121,594
|
|
|
(79,274
|
)
|
|
42,320
|
|
|||
Network affiliation agreements
|
|
110,390
|
|
|
(30,802
|
)
|
|
79,588
|
|
|||
Other
|
|
28,865
|
|
|
(8,882
|
)
|
|
19,983
|
|
|||
Total
|
|
$
|
4,241,898
|
|
|
$
|
(118,958
|
)
|
|
$
|
4,122,940
|
|
Dec. 31, 2017
|
|
|
|
|
|
|
||||||
Goodwill
|
|
$
|
2,579,417
|
|
|
$
|
—
|
|
|
$
|
2,579,417
|
|
Indefinite-lived intangibles:
|
|
|
|
|
|
|
||||||
Television station FCC licenses
|
|
1,191,950
|
|
|
—
|
|
|
1,191,950
|
|
|||
Amortizable intangible assets:
|
|
|
|
|
|
|
||||||
Retransmission agreements
|
|
110,191
|
|
|
(62,355
|
)
|
|
47,836
|
|
|||
Network affiliation agreements
|
|
43,485
|
|
|
(19,371
|
)
|
|
24,114
|
|
|||
Other
|
|
15,763
|
|
|
(6,394
|
)
|
|
9,369
|
|
|||
Total
|
|
$
|
3,940,806
|
|
|
$
|
(88,120
|
)
|
|
$
|
3,852,686
|
|
2019
|
|
$
|
30,803
|
|
2020
|
|
27,106
|
|
|
2021
|
|
21,129
|
|
|
2022
|
|
18,005
|
|
|
2023
|
|
11,455
|
|
|
Thereafter
|
|
33,393
|
|
|
Total
|
|
$
|
141,891
|
|
|
Dec. 31, 2018
|
|
Dec. 31, 2017
|
||||
Cash value life insurance
|
$
|
50,452
|
|
|
$
|
51,188
|
|
Equity method investments
|
22,960
|
|
|
27,098
|
|
||
Cost method investments
|
24,497
|
|
|
17,374
|
|
||
Deferred debt issuance costs
|
9,350
|
|
|
6,048
|
|
||
Other long-term assets
|
36,206
|
|
|
35,458
|
|
||
Total
|
$
|
143,465
|
|
|
$
|
137,166
|
|
|
|||||||||||
2018
|
Current
|
|
Deferred
|
|
Total
|
||||||
Federal
|
$
|
77,795
|
|
|
$
|
15,765
|
|
|
$
|
93,560
|
|
State and other
|
9,527
|
|
|
4,280
|
|
|
13,807
|
|
|||
Total
|
$
|
87,322
|
|
|
$
|
20,045
|
|
|
$
|
107,367
|
|
|
|||||||||||
2017
|
Current
|
|
Deferred
|
|
Total
|
||||||
Federal
|
$
|
81,355
|
|
|
$
|
(214,539
|
)
|
|
$
|
(133,184
|
)
|
State and other
|
7,981
|
|
|
(12,043
|
)
|
|
(4,062
|
)
|
|||
Total
|
$
|
89,336
|
|
|
$
|
(226,582
|
)
|
|
$
|
(137,246
|
)
|
|
|||||||||||
2016
|
Current
|
|
Deferred
|
|
Total
|
||||||
Federal
|
$
|
155,558
|
|
|
$
|
(4,323
|
)
|
|
$
|
151,235
|
|
State and other
|
5,792
|
|
|
(16,856
|
)
|
|
(11,064
|
)
|
|||
Total
|
$
|
161,350
|
|
|
$
|
(21,179
|
)
|
|
$
|
140,171
|
|
|
2018
|
|
2017
|
|
2016
|
U.S. statutory tax rate
|
21.0%
|
|
35.0%
|
|
35.0%
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|
|
State taxes (net of federal income tax benefit)
|
2.9
|
|
2.4
|
|
2.4
|
Domestic manufacturing deduction
|
—
|
|
(3.0)
|
|
(3.3)
|
Uncertain tax positions, settlements and lapse of statutes of limitations
|
(0.3)
|
|
(0.9)
|
|
(0.5)
|
Net deferred tax write offs and deferred tax rate adjustments
|
(1.0)
|
|
(6.3)
|
|
(2.4)
|
Enactment of the Tax Cuts and Jobs Act
|
(1.1)
|
|
(70.9)
|
|
—
|
Non-deductible transactions costs
|
—
|
|
1.2
|
|
0.8
|
Net excess benefits on share-based payments
|
0.1
|
|
(0.4)
|
|
(1.4)
|
Other, net
|
(0.5)
|
|
(1.3)
|
|
0.6
|
Effective tax rate
|
21.1%
|
|
(44.2%)
|
|
31.2%
|
|
Dec. 31,
|
||||||
|
2018
|
|
2017
|
||||
Liabilities
|
|
|
|
||||
Accelerated depreciation
|
$
|
43,396
|
|
|
$
|
40,568
|
|
Accelerated amortization of deductible intangibles
|
427,760
|
|
|
420,301
|
|
||
Other
|
2,655
|
|
|
5,255
|
|
||
Total deferred tax liabilities
|
473,811
|
|
|
466,124
|
|
||
Assets
|
|
|
|
||||
Accrued compensation costs
|
13,440
|
|
|
15,133
|
|
||
Pension and other post-retirement benefits
|
34,679
|
|
|
39,769
|
|
||
Loss carryforwards
|
120,695
|
|
|
132,214
|
|
||
Other
|
34,044
|
|
|
33,116
|
|
||
Total deferred tax assets
|
202,858
|
|
|
220,232
|
|
||
Valuation allowance
|
125,894
|
|
|
136,418
|
|
||
Total net deferred tax (liabilities)
|
$
|
(396,847
|
)
|
|
$
|
(382,310
|
)
|
|
|||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Change in unrecognized tax benefits
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
15,043
|
|
|
$
|
17,300
|
|
|
$
|
19,491
|
|
Additions based on tax positions related to the current year
|
40
|
|
|
156
|
|
|
213
|
|
|||
Additions for tax positions of prior years
|
2,631
|
|
|
11
|
|
|
162
|
|
|||
Reductions for tax positions of prior years
|
—
|
|
|
(636
|
)
|
|
(1,214
|
)
|
|||
Settlements
|
(182
|
)
|
|
(852
|
)
|
|
—
|
|
|||
Reductions due to lapse of statutes of limitations
|
(4,689
|
)
|
|
(936
|
)
|
|
(1,352
|
)
|
|||
Balance at end of year
|
$
|
12,843
|
|
|
$
|
15,043
|
|
|
$
|
17,300
|
|
|
Dec. 31,
|
||||||
|
2018
|
|
2017
|
||||
Unsecured floating rate term loan paid quarterly through August 2018
|
$
|
—
|
|
|
$
|
20,500
|
|
VIE unsecured floating rate term loans paid quarterly through December 2018
|
—
|
|
|
646
|
|
||
Unsecured floating rate term loan due quarterly through June 2020
|
60,000
|
|
|
100,000
|
|
||
Unsecured floating rate term loan due quarterly through September 2020
|
165,000
|
|
|
225,000
|
|
||
Borrowings under revolving credit agreement expiring June 2023
|
50,000
|
|
|
—
|
|
||
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
|
2,960,000
|
|
|
3,031,146
|
|
||
Debt issuance costs
|
(15,458
|
)
|
|
(20,551
|
)
|
||
Other (fair market value adjustments and discounts)
|
(76
|
)
|
|
(2,902
|
)
|
||
Total long-term debt
|
2,944,466
|
|
|
3,007,693
|
|
||
Less current portion of long-term debt maturities of VIE loans
|
—
|
|
|
646
|
|
||
Long-term debt, net of current portion
|
$
|
2,944,466
|
|
|
$
|
3,007,047
|
|
2019
(1)
|
$
|
—
|
|
2020
(1)
|
—
|
|
|
2021
(1)
|
55,000
|
|
|
2022
|
—
|
|
|
2023
(2)
|
2,140,000
|
|
|
Thereafter
|
765,000
|
|
|
Total
|
$
|
2,960,000
|
|
|
2018
|
2017
|
2016
|
||||||
Service cost—benefits earned during the period
|
$
|
12
|
|
$
|
872
|
|
$
|
816
|
|
Interest cost on benefit obligation
|
21,337
|
|
23,985
|
|
26,111
|
|
|||
Expected return on plan assets
|
(30,935
|
)
|
(26,322
|
)
|
(26,764
|
)
|
|||
Amortization of prior service costs
|
168
|
|
635
|
|
670
|
|
|||
Amortization of actuarial loss
|
5,124
|
|
8,357
|
|
7,615
|
|
|||
Pension payment timing related charges
|
7,498
|
|
26
|
|
—
|
|
|||
Total pension expense for company-sponsored retirement plans
|
$
|
3,204
|
|
$
|
7,553
|
|
$
|
8,448
|
|
|
Fair Value of Plan Assets
|
Benefit Obligation
|
Funded Status
|
||||||
TRP
|
$
|
407,550
|
|
$
|
491,354
|
|
$
|
(83,804
|
)
|
SERP
(a)
|
—
|
|
62,892
|
|
(62,892
|
)
|
|||
All other
|
—
|
|
549
|
|
(549
|
)
|
|||
Total
|
$
|
407,550
|
|
$
|
554,795
|
|
$
|
(147,245
|
)
|
|
Dec. 31,
|
|||||
|
2018
|
2017
|
||||
Accumulated benefit obligation
|
$
|
554,768
|
|
$
|
614,079
|
|
Fair value of plan assets
|
$
|
407,550
|
|
$
|
439,149
|
|
|
Dec. 31,
|
|||||
|
2018
|
2017
|
||||
Projected benefit obligation
|
$
|
554,795
|
|
$
|
614,111
|
|
Fair value of plan assets
|
$
|
407,550
|
|
$
|
439,149
|
|
|
Dec. 31,
|
|||||
|
2018
|
2017
|
||||
Net actuarial losses
|
$
|
(182,610
|
)
|
$
|
(175,415
|
)
|
Prior service cost
|
(1,888
|
)
|
(2,056
|
)
|
||
Amounts in accumulated other comprehensive loss
|
$
|
(184,498
|
)
|
$
|
(177,471
|
)
|
|
2018
|
2017
|
||||
Current year net actuarial (loss) gain
|
$
|
(19,817
|
)
|
$
|
16,272
|
|
Amortization of previously deferred actuarial loss
|
5,124
|
|
8,357
|
|
||
Amortization of previously deferred prior service costs
|
168
|
|
635
|
|
||
Pension payment timing related charges
|
7,498
|
|
—
|
|
||
Curtailment gain
|
—
|
|
4,716
|
|
||
Prior service cost recognized in curtailment
|
—
|
|
26
|
|
||
Total
|
$
|
(7,027
|
)
|
$
|
30,006
|
|
|
2018
|
|
2017
|
|
2016
|
Discount rate
|
3.64%
|
|
4.12%
|
|
4.46%
|
Expected return on plan assets
|
7.00%
|
|
7.00%
|
|
7.00%
|
|
Dec. 31,
|
||
|
2018
|
|
2017
|
Discount rate
|
4.34%
|
|
3.64%
|
Target Allocation
|
|
|
Allocation of Plan Assets
|
|||||
|
2019
|
|
2018
|
|
2017
|
|||
Equity securities
|
57
|
%
|
|
57
|
%
|
|
56
|
%
|
Debt securities
|
38
|
%
|
|
39
|
%
|
|
39
|
%
|
Other
|
5
|
%
|
|
4
|
%
|
|
5
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
2019
|
$
|
48,038
|
|
2020
|
37,882
|
|
|
2021
|
38,384
|
|
|
2022
|
39,342
|
|
|
2023
|
39,195
|
|
|
2024-2028
|
$
|
192,299
|
|
•
|
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.
|
Fair value measurement as of Dec. 31, 2017
|
|||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and other
|
$
|
935
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
935
|
|
Corporate stock
|
82,698
|
|
|
—
|
|
|
—
|
|
|
82,698
|
|
||||
Interest in registered investment companies
|
45,186
|
|
|
—
|
|
|
—
|
|
|
45,186
|
|
||||
Total
|
$
|
128,819
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
128,819
|
|
Pension plan investments valued using net asset value as a practical expedient:
|
|
|
|||||||||||||
Common collective trust - equities
|
|
$
|
117,778
|
|
|||||||||||
Common collective trust - fixed income
|
|
170,977
|
|
||||||||||||
Hedge funds
|
|
15,756
|
|
||||||||||||
Partnership/joint venture interests
|
|
5,819
|
|
||||||||||||
Total fair value of plan assets
|
|
$
|
439,149
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income from continuing operations
|
$
|
401,340
|
|
|
$
|
447,962
|
|
|
$
|
309,120
|
|
Income (loss) from discontinued operations, net of tax
|
4,325
|
|
|
(232,916
|
)
|
|
178,879
|
|
|||
Net loss (income) attributable to noncontrolling interests from discontinued operations
|
—
|
|
|
58,698
|
|
|
(51,302
|
)
|
|||
Net income attributable to TEGNA Inc.
|
$
|
405,665
|
|
|
$
|
273,744
|
|
|
$
|
436,697
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding - basic
|
216,184
|
|
|
215,587
|
|
|
216,358
|
|
|||
Effect of dilutive securities
|
|
|
|
|
|
||||||
Restricted stock
|
139
|
|
|
659
|
|
|
1,424
|
|
|||
Performance share units
|
97
|
|
|
550
|
|
|
997
|
|
|||
Stock options
|
201
|
|
|
682
|
|
|
902
|
|
|||
Weighted average number of common shares outstanding - diluted
|
216,621
|
|
|
217,478
|
|
|
219,681
|
|
|||
|
|
|
|
|
|
||||||
Earnings from continuing operations per share - basic
|
$
|
1.86
|
|
|
$
|
2.08
|
|
|
$
|
1.43
|
|
Earnings from discontinued operations per share - basic
|
0.02
|
|
|
(0.81
|
)
|
|
0.59
|
|
|||
Earnings per share - basic
|
$
|
1.88
|
|
|
$
|
1.27
|
|
|
$
|
2.02
|
|
|
|
|
|
|
|
||||||
Earnings from continuing operations per share - diluted
|
$
|
1.85
|
|
|
$
|
2.06
|
|
|
$
|
1.41
|
|
Earnings from discontinued operations per share - diluted
|
0.02
|
|
|
(0.80
|
)
|
|
0.58
|
|
|||
Earnings per share - diluted
|
$
|
1.87
|
|
|
$
|
1.26
|
|
|
$
|
1.99
|
|
PSU Activity
|
2017
|
|
2016
|
Expected term
|
3 yrs.
|
|
3 yrs.
|
Expected volatility
|
29.90%
|
|
39.60%
|
Risk-free interest rate
|
1.47%
|
|
1.31%
|
Expected dividend yield
|
2.62%
|
|
2.19%
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Restricted stock and RSUs
|
$
|
7,260
|
|
|
$
|
9,408
|
|
|
$
|
9,957
|
|
PSAs and PSUs
|
5,271
|
|
|
6,234
|
|
|
6,341
|
|
|||
Stock options
|
—
|
|
|
427
|
|
|
—
|
|
|||
Total stock-based compensation
|
12,531
|
|
|
16,069
|
|
|
16,298
|
|
|||
Total income tax (provision) benefit
|
(184
|
)
|
|
7,442
|
|
|
12,677
|
|
|||
Stock-based compensation net of tax
|
$
|
12,715
|
|
|
$
|
8,627
|
|
|
$
|
3,621
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
Restricted Stock and RSU Activity
|
Shares
|
|
Weighted
average
fair value
|
|
Shares
|
|
Weighted
average
fair value
|
|
Shares
|
|
Weighted
average
fair value
|
|||||||||
Unvested at beginning of year
|
1,062,550
|
|
|
$
|
21.29
|
|
|
1,143,421
|
|
|
$
|
25.66
|
|
|
2,126,526
|
|
|
$
|
21.55
|
|
Granted
|
1,198,787
|
|
|
11.99
|
|
|
989,443
|
|
|
19.41
|
|
|
616,743
|
|
|
25.08
|
|
|||
Vested
|
(477,050
|
)
|
|
15.11
|
|
|
(1,162,231
|
)
|
|
25.18
|
|
|
(1,277,444
|
)
|
|
19.22
|
|
|||
Canceled
|
(216,583
|
)
|
|
17.98
|
|
|
(514,460
|
)
|
|
21.49
|
|
|
(322,404
|
)
|
|
22.27
|
|
|||
Adjustment due to spin-off of Cars.com
(a)
|
—
|
|
|
|
|
606,377
|
|
|
|
|
—
|
|
|
|
||||||
Unvested at end of year
(a)
|
1,567,704
|
|
|
$
|
14.65
|
|
|
1,062,550
|
|
|
$
|
21.29
|
|
|
1,143,421
|
|
|
$
|
25.66
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
PSUs Activity
|
Target number of shares
|
|
Weighted average fair value
|
|
Target number of shares
|
|
Weighted average fair value
|
|
Target number of shares
|
|
Weighted average fair value
|
|||||||||
Unvested at beginning of year
|
662,835
|
|
|
$
|
25.87
|
|
|
1,018,950
|
|
|
$
|
35.60
|
|
|
1,385,940
|
|
|
$
|
29.21
|
|
Granted
|
—
|
|
|
|
|
|
307,950
|
|
|
23.92
|
|
|
392,589
|
|
|
30.69
|
|
|||
Vested
|
(383,095
|
)
|
|
27.19
|
|
|
(774,267
|
)
|
|
36.94
|
|
|
(687,125
|
)
|
|
20.12
|
|
|||
Canceled
|
(28,900
|
)
|
|
25.39
|
|
|
(68,573
|
)
|
|
31.80
|
|
|
(72,454
|
)
|
|
34.96
|
|
|||
Adjustment due to spin-off of Cars.com
(a)
|
—
|
|
|
|
|
178,775
|
|
|
|
|
—
|
|
|
|
||||||
Unvested at end of year
(a)
|
250,840
|
|
|
$
|
23.92
|
|
|
662,835
|
|
|
$
|
25.87
|
|
|
1,018,950
|
|
|
$
|
35.60
|
|
|
2018
|
|||||
PSAs Activity
|
Target number of shares
|
|
Weighted average fair value
|
|||
Unvested at beginning of year
|
—
|
|
|
|
||
Granted
|
565,187
|
|
|
$
|
12.05
|
|
Vested
|
(91,451
|
)
|
|
12.05
|
|
|
Canceled
|
(23,651
|
)
|
|
12.05
|
|
|
Unvested at end of year
|
450,085
|
|
|
$
|
12.05
|
|
2018
|
Retirement Plans
|
|
Foreign Currency Translation
|
|
Total
|
||||||
Balance at beginning of year
|
$
|
(107,037
|
)
|
|
$
|
114
|
|
|
$
|
(106,923
|
)
|
Other comprehensive (loss) income before reclassifications
|
(14,450
|
)
|
|
268
|
|
|
(14,182
|
)
|
|||
Amounts reclassified from AOCL
|
9,439
|
|
|
—
|
|
|
9,439
|
|
|||
Total other comprehensive income
|
$
|
(5,011
|
)
|
|
$
|
268
|
|
|
$
|
(4,743
|
)
|
Reclassification of stranded tax effects to retained earnings
|
(24,845
|
)
|
|
—
|
|
|
(24,845
|
)
|
|||
Balance at end of year
|
$
|
(136,893
|
)
|
|
$
|
382
|
|
|
$
|
(136,511
|
)
|
2017
|
Retirement Plans
|
|
Foreign Currency Translation
(1)
|
|
Other
|
|
Total
|
||||||||
Balance at beginning of year
|
$
|
(124,978
|
)
|
|
$
|
(28,560
|
)
|
|
$
|
(8,035
|
)
|
|
$
|
(161,573
|
)
|
Other comprehensive income (loss) before reclassifications
|
12,496
|
|
|
6,649
|
|
|
(1,707
|
)
|
|
17,438
|
|
||||
Amounts reclassified from AOCL
|
5,445
|
|
|
22,025
|
|
|
9,742
|
|
|
37,212
|
|
||||
Balance at end of year
|
$
|
(107,037
|
)
|
|
$
|
114
|
|
|
$
|
—
|
|
|
$
|
(106,923
|
)
|
|
|
|
|
|
|
|
|
||||||||
(1) Our entire foreign currency translation adjustment is related to our CareerBuilder investment. As a result of deconsolidating the investment due to the sale of our majority ownership, we reclassified the translation adjustment from AOCL to the Consolidated Statement of Income as of the date of sale, July 31, 2017. Due to the noncontrolling ownership stake that we retained in CareerBuilder, we will continue to record our share of foreign currently translation adjustments through our equity method investment.
|
2016
|
Retirement Plans
|
|
Foreign Currency Translation
|
|
Other
|
|
Total
|
||||||||
Balance at beginning of year
|
$
|
(114,133
|
)
|
|
$
|
(20,129
|
)
|
|
$
|
3,311
|
|
|
$
|
(130,951
|
)
|
Other comprehensive (loss) before reclassifications
|
(13,143
|
)
|
|
(8,431
|
)
|
|
(11,346
|
)
|
|
(32,920
|
)
|
||||
Spin-off publishing businesses
|
(2,642
|
)
|
|
—
|
|
|
—
|
|
|
(2,642
|
)
|
||||
Amounts reclassified from AOCL
|
4,940
|
|
|
—
|
|
|
—
|
|
|
4,940
|
|
||||
Balance at end of year
|
$
|
(124,978
|
)
|
|
$
|
(28,560
|
)
|
|
$
|
(8,035
|
)
|
|
$
|
(161,573
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Amortization of prior service (credit) cost
|
$
|
(403
|
)
|
|
$
|
63
|
|
|
$
|
96
|
|
Amortization of actuarial loss
|
5,544
|
|
|
8,774
|
|
|
7,972
|
|
|||
Pension payment timing related charges
|
7,498
|
|
|
—
|
|
|
—
|
|
|||
Total reclassifications, before tax
|
12,639
|
|
|
8,837
|
|
|
8,068
|
|
|||
Income tax effect
|
(3,200
|
)
|
|
(3,392
|
)
|
|
(3,128
|
)
|
|||
Total reclassifications, net of tax
|
$
|
9,439
|
|
|
$
|
5,445
|
|
|
$
|
4,940
|
|
Business segment financial information
|
|||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
|
|
|
|
|
||||||
Media
|
$
|
2,207,282
|
|
|
$
|
1,903,026
|
|
|
$
|
1,994,120
|
|
Digital
|
—
|
|
|
—
|
|
|
9,968
|
|
|||
Total
|
$
|
2,207,282
|
|
|
$
|
1,903,026
|
|
|
$
|
2,004,088
|
|
Operating income
|
|||||||||||
Media
(1)
|
$
|
752,292
|
|
|
$
|
602,514
|
|
|
$
|
800,791
|
|
Digital
(1)
|
—
|
|
|
—
|
|
|
(30,241
|
)
|
|||
Corporate
(1)
|
(53,816
|
)
|
|
(56,612
|
)
|
|
(62,398
|
)
|
|||
Total
|
$
|
698,476
|
|
|
$
|
545,902
|
|
|
$
|
708,152
|
|
Depreciation, amortization, asset impairment and other (gains) charges
|
|
|
|
|
|
||||||
Media
(1)
|
$
|
73,737
|
|
|
$
|
79,398
|
|
|
$
|
85,890
|
|
Digital
(1)
|
—
|
|
|
—
|
|
|
21,166
|
|
|||
Corporate
(1)
|
1,349
|
|
|
1,669
|
|
|
3,706
|
|
|||
Total
|
$
|
75,086
|
|
|
$
|
81,067
|
|
|
$
|
110,762
|
|
Capital expenditures
|
|||||||||||
Media
|
$
|
62,141
|
|
|
$
|
39,055
|
|
|
$
|
41,572
|
|
Digital
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate
|
3,089
|
|
|
390
|
|
|
1,643
|
|
|||
Total
|
$
|
65,230
|
|
|
$
|
39,445
|
|
|
$
|
43,215
|
|
(1)
|
Operating income for Media and Digital Segments includes pre-tax net asset impairment and other (gains) charges for each year presented. See Note 11.
|
|
|
|
2018
|
2017
|
2016
|
||||||
Property and equipment (gains) impairments
|
$
|
(5,989
|
)
|
$
|
2,183
|
|
$
|
6,085
|
|
||
Lease exit and other charges
|
551
|
|
1,350
|
|
4,558
|
|
|||||
Hurricane related losses, net
|
1,137
|
|
896
|
|
—
|
|
|||||
Reimbursement of spectrum repacking
|
(7,400
|
)
|
—
|
|
—
|
|
|||||
Goodwill and intangible asset impairments
|
—
|
|
—
|
|
21,487
|
|
|||||
Total asset impairment and other (gains) charges
|
$
|
(11,701
|
)
|
$
|
4,429
|
|
$
|
32,130
|
|
|
Dec. 31, 2018
|
|
Dec. 31, 2017
|
|
Dec. 31, 2016
|
||||||
Cash and cash equivalents included in:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
135,862
|
|
|
$
|
98,801
|
|
|
$
|
15,879
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
61,041
|
|
|||
Restricted cash equivalents included in:
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
—
|
|
|
29,240
|
|
|
—
|
|
|||
Investments and other assets
|
—
|
|
|
—
|
|
|
28,197
|
|
|||
Cash, cash equivalents and restricted cash
|
$
|
135,862
|
|
|
$
|
128,041
|
|
|
$
|
105,117
|
|
|
For the year ended Dec. 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid for income taxes, net of refunds
|
$
|
62,889
|
|
|
$
|
154,693
|
|
|
$
|
206,271
|
|
Cash paid for interest
|
$
|
182,465
|
|
|
$
|
200,512
|
|
|
$
|
225,462
|
|
|
Operating Leases
|
|
Programming Contracts
|
|
Purchase Obligations
|
||||||
2019
|
$
|
10,443
|
|
|
$
|
480,379
|
|
|
$
|
72,637
|
|
2020
|
9,938
|
|
|
398,050
|
|
|
34,374
|
|
|||
2021
|
11,680
|
|
|
124,501
|
|
|
4,908
|
|
|||
2022
|
10,861
|
|
|
133,980
|
|
|
1,040
|
|
|||
2023
|
10,322
|
|
|
120,702
|
|
|
336
|
|
|||
Thereafter
|
73,933
|
|
|
310
|
|
|
—
|
|
|||
Total
|
$
|
127,177
|
|
|
$
|
1,257,922
|
|
|
$
|
113,295
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
$
|
—
|
|
|
$
|
647,021
|
|
|
$
|
1,340,489
|
|
Operating expenses
|
—
|
|
|
923,683
|
|
|
1,071,028
|
|
|||
(Loss) income from discontinued operations, before income taxes
|
—
|
|
|
(277,741
|
)
|
|
256,863
|
|
|||
(Benefit) provision for income taxes
|
(4,325
|
)
|
|
(44,826
|
)
|
|
77,984
|
|
|||
Income (loss) from discontinued operations, net of tax
|
4,325
|
|
|
(232,915
|
)
|
|
178,879
|
|
|||
Net loss (income) attributable to noncontrolling interests from discontinued operations
|
$
|
—
|
|
|
$
|
58,698
|
|
|
$
|
(51,302
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Depreciation
|
$
|
—
|
|
|
$
|
19,569
|
|
|
$
|
34,162
|
|
Amortization of intangible assets
|
—
|
|
|
40,300
|
|
|
91,696
|
|
|||
Capital expenditures
|
—
|
|
|
37,441
|
|
|
51,581
|
|
|||
Payments for acquisitions, net of cash acquired
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
206,077
|
|
In thousands of dollars, except per share amounts
|
|
Fiscal Year
(1)
|
|||||||||||||
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Revenues
|
$
|
2,207,282
|
|
$
|
1,903,026
|
|
$
|
2,004,088
|
|
$
|
1,764,822
|
|
$
|
1,780,693
|
|
Operating expenses
|
1,508,806
|
|
1,357,124
|
|
1,295,936
|
|
1,134,528
|
|
1,237,530
|
|
|||||
Operating income
|
698,476
|
|
545,902
|
|
708,152
|
|
630,294
|
|
543,163
|
|
|||||
Non-operating (expense) income
|
|
|
|
|
|
||||||||||
Equity income (loss) in unconsolidated investments, net
|
13,792
|
|
10,402
|
|
(3,414
|
)
|
(2,795
|
)
|
(3,256
|
)
|
|||||
Interest expense
|
(192,065
|
)
|
(210,284
|
)
|
(231,995
|
)
|
(273,152
|
)
|
(269,781
|
)
|
|||||
Other non-operating expenses
|
(11,496
|
)
|
(35,304
|
)
|
(23,452
|
)
|
(8,681
|
)
|
(59,798
|
)
|
|||||
Total
|
(189,769
|
)
|
(235,186
|
)
|
(258,861
|
)
|
(284,628
|
)
|
(332,835
|
)
|
|||||
Income before income taxes
|
508,707
|
|
310,716
|
|
449,291
|
|
345,666
|
|
210,328
|
|
|||||
Provision (Benefit) for income taxes
|
107,367
|
|
(137,246
|
)
|
140,171
|
|
116,060
|
|
20,740
|
|
|||||
Income from continuing operations
|
$
|
401,340
|
|
$
|
447,962
|
|
$
|
309,120
|
|
$
|
229,606
|
|
$
|
189,588
|
|
Income from continuing operations per share:
|
|
|
|
|
|
||||||||||
basic
|
$
|
1.86
|
|
$
|
2.08
|
|
$
|
1.43
|
|
$
|
1.02
|
|
$
|
0.84
|
|
diluted
|
$
|
1.85
|
|
$
|
2.06
|
|
$
|
1.41
|
|
$
|
1.00
|
|
$
|
0.82
|
|
Other selected financial data
|
|
|
|
|
|
||||||||||
Dividends declared per share
|
$
|
0.28
|
|
$
|
0.35
|
|
$
|
0.56
|
|
$
|
0.68
|
|
$
|
0.80
|
|
Weighted average number of common shares outstanding
|
|
|
|
|
|
||||||||||
basic
|
216,184
|
|
215,587
|
|
216,358
|
|
224,688
|
|
226,292
|
|
|||||
diluted
|
216,621
|
|
217,478
|
|
219,681
|
|
229,721
|
|
231,907
|
|
|||||
Financial position and cash flow
|
|
|
|
|
|
||||||||||
Long-term debt, excluding current maturities
(2)
|
$
|
2,944,466
|
|
$
|
3,007,047
|
|
$
|
4,042,749
|
|
$
|
4,169,016
|
|
$
|
4,488,028
|
|
TEGNA Inc. Shareholders’ equity
(3)
|
$
|
1,355,335
|
|
$
|
995,041
|
|
$
|
2,271,418
|
|
$
|
2,191,971
|
|
$
|
3,254,914
|
|
Total assets
(3)
|
$
|
5,276,842
|
|
$
|
4,962,115
|
|
$
|
8,542,725
|
|
$
|
8,505,958
|
|
$
|
11,242,195
|
|
Free cash flow
(4)
|
$
|
469,379
|
|
$
|
312,543
|
|
$
|
583,905
|
|
$
|
560,683
|
|
$
|
712,315
|
|
Return on equity
(5)
|
34.5
|
%
|
16.8
|
%
|
19.6
|
%
|
16.9
|
%
|
35.7
|
%
|
|||||
Credit ratio
|
|
|
|
|
|
||||||||||
Leverage ratio
(6)
|
3.98x
|
|
4.32x
|
|
3.89x
|
|
4.08x
|
|
2.96x
|
|
(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.
|
(2)
|
The decrease in our long-term debt in 2017 was primarily due to payments made using the proceeds from the spin-off of Cars.com and sale of CareerBuilder.
|
(3)
|
The decrease in TEGNA Inc. Shareholders’ equity and total assets in 2017 is due to the spin-off of Cars.com and sale of CareerBuilder.
|
(4)
|
See page 25 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.
|
(5)
|
Calculated using income from continuing operations plus earnings from discontinued operations.
|
(6)
|
The leverage ratio is calculated in accordance with our revolving credit agreement and term loan agreements. Currently, we are required to maintain a leverage ratio of less than 5.0x. These agreements are described more fully on page 17 in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Acquisitions 2018-2014
|
|||
Year
|
Name
|
Location
|
Description of Business
|
2018
|
KFMB-TV, KFMB-D2, KFMB-AM and KFMB-FM
|
San Diego, CA
|
Television and radio stations
|
2015
|
KGW, WHAS and KMSB
|
Portland, OR, Louisville, KY and Tucson, AZ
|
Television stations
|
2014
|
London Broadcasting Company
|
Abilene, Beaumont, Bryan, Corpus Christi, Longview, Port Arthur, San Angelo, Sweetwater, Temple, Tyler, Waco all in Texas
|
Television stations
|
Dispositions 2018-2014
|
|||
Year
|
Name
|
Location
|
Description of Business
|
2017
|
Cars.com
|
Chicago, IL
|
Digital automotive marketplace
|
|
CareerBuilder
|
Chicago, IL
|
Global leader in human capital solutions
|
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
|
QUARTERLY STATEMENTS OF INCOME (Unaudited)
|
|||||||||||||||||||
In thousands of dollars, except per share amounts
|
2018 Quarters
|
||||||||||||||||||
|
First
|
|
Second
(1)
|
|
Third
(2)
|
|
Fourth
(3)
|
|
Total
|
||||||||||
Revenues
|
$
|
502,090
|
|
|
$
|
524,080
|
|
|
$
|
538,976
|
|
|
$
|
642,136
|
|
|
$
|
2,207,282
|
|
Operating income
|
137,015
|
|
|
154,135
|
|
|
154,284
|
|
|
253,042
|
|
|
698,476
|
|
|||||
Net income from continuing operations
|
55,187
|
|
|
92,512
|
|
|
92,826
|
|
|
160,815
|
|
|
401,340
|
|
|||||
Net income from discontinued operations
|
—
|
|
|
—
|
|
|
4,325
|
|
|
—
|
|
|
4,325
|
|
|||||
Net income attributable to TEGNA Inc.
|
55,187
|
|
|
92,512
|
|
|
97,151
|
|
|
160,815
|
|
|
405,665
|
|
|||||
Earnings from continuing operations per share - diluted
|
$
|
0.25
|
|
|
$
|
0.43
|
|
|
$
|
0.43
|
|
|
$
|
0.74
|
|
|
$
|
1.85
|
|
Net income per share - diluted
|
$
|
0.25
|
|
|
$
|
0.43
|
|
|
$
|
0.45
|
|
|
$
|
0.74
|
|
|
$
|
1.87
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
In thousands of dollars, except per share amounts
|
2017 Quarters
|
||||||||||||||||||
|
First
(4)
|
|
Second
(5)
|
|
Third
(6)
|
|
Fourth
(7)
|
|
Total
|
||||||||||
Revenues
|
$
|
459,070
|
|
|
$
|
489,369
|
|
|
$
|
464,264
|
|
|
$
|
490,323
|
|
|
$
|
1,903,026
|
|
Operating income
|
123,111
|
|
|
150,080
|
|
|
116,861
|
|
|
155,850
|
|
|
545,902
|
|
|||||
Net income from continuing operations
|
44,658
|
|
|
49,270
|
|
|
50,754
|
|
|
303,280
|
|
|
447,962
|
|
|||||
Net income (loss) from discontinued operations
|
19,241
|
|
|
(241,699
|
)
|
|
(10,803
|
)
|
|
345
|
|
|
(232,916
|
)
|
|||||
Net (income) loss attributable to noncontrolling interests from discontinued operations
|
(6,185
|
)
|
|
62,077
|
|
|
2,806
|
|
|
—
|
|
|
58,698
|
|
|||||
Net income (loss) attributable to TEGNA Inc.
|
57,714
|
|
|
(130,352
|
)
|
|
42,757
|
|
|
303,625
|
|
|
273,744
|
|
|||||
Earnings from continuing operations per share - diluted
|
$
|
0.21
|
|
|
$
|
0.23
|
|
|
$
|
0.23
|
|
|
$
|
1.40
|
|
|
$
|
2.06
|
|
Net income per share - diluted
|
$
|
0.27
|
|
|
$
|
(0.60
|
)
|
|
$
|
0.19
|
|
|
$
|
1.40
|
|
|
$
|
1.26
|
|
(2)
|
Special items primarily related to $7.3 million of work force restructuring, partially offset by $3.0 million of FCC spectrum repacking reimbursements for a total of $4.3 million ($3.4 million after-tax or $0.02 per share).
|
(3)
|
Special items primarily related to a gain due to reimbursements from the FCC for required spectrum repacking totaled $2.4 million ($1.8 million after-tax or $0.01 per share). In addition, the fourth quarter includes a $10 million adjustment to reduce revenues recognized in earlier quarters related to refunds/credits issued to certain Premion customers.
|
(4)
|
Special items primarily related to non-cash impairments on certain long-lived assets and workforce restructuring totaled $3.9 million ($2.4 million after-tax or $0.01 per share).
|
(5)
|
Special items primarily related to non-cash impairments on certain long-lived assets and workforce restructuring totaled $2.7 million ($1.7 million after-tax or $0.01 per share).
|
(6)
|
Special items related to net hurricane Harvey expenses totaled $7.6 million ($4.8 million after-tax or $0.02 per share).
|
(7)
|
Special items primarily related to a net gain of $6.7 million on hurricane Harvey (expenses net of insurance proceeds) ($4.2 million after-tax or $0.02 per share) and workforce restructuring of $1.4 million ($0.9 million after-tax).
|
(a)
|
Financial Statements, Financial Statement Schedules and Exhibits.
|
Exhibit
Number
|
|
Exhibit
|
|
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 July 24, 2018.
|
|
|
|
|
|
|
|
4-1
|
|
Indenture dated as of March 1, 1983, between TEGNA Inc. and Citibank, N.A., as Trustee.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
4-3
|
|
Second Supplemental Indenture dated as of June 1, 1995, among TEGNA Inc., NationsBank, N.A., as Trustee, and Crestar Bank, as Trustee.
|
|
|
|
|
|
|
|
4-4
|
|
Third Supplemental Indenture, dated as of March 14, 2002, between TEGNA Inc. and Wells Fargo Bank Minnesota, N.A., as Trustee.
|
|
|
|
|
|
|
|
4-5
|
|
Fourth Supplemental Indenture, dated as of June 16, 2005, between TEGNA Inc. and Wells Fargo Bank Minnesota, N.A., as Trustee.
|
|
|
|
|
|
|
|
4-6
|
|
Fifth Supplemental Indenture, dated as of May 26, 2006, between TEGNA Inc. and Wells Fargo Bank, N.A., as Trustee.
|
|
|
|
|
|
|
|
4-7
|
|
Sixth Supplemental Indenture, dated as of June 29, 2007, between TEGNA Inc. and Wells Fargo Bank, N.A., as Successor Trustee.
|
|
|
|
|
|
|
|
4-8
|
|
Tenth Supplemental Indenture, dated as of July 29, 2013, between TEGNA Inc. and U.S. Bank National Association, as Trustee.
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
Location
|
|
|
|
|
|
4-9
|
|
Eleventh Supplemental Indenture, dated as of October 3, 2013, between TEGNA Inc. and U.S. Bank National Association as Trustee.
|
|
|
|
|
|
|
|
10-1
|
|
Supplemental Executive Medical Plan Amended and Restated as of January 1, 2011.*
|
|
|
|
|
|
|
|
10-1-1
|
|
Amendment No. 1 to the Supplemental Executive Medical Plan Amended and Restated as of January 1, 2012.*
|
|
|
|
|
|
|
|
10-1-2
|
|
Amendment No. 2 to the TEGNA Inc. Supplemental Executive Medical Plan dated as of June 26, 2015.*
|
|
|
|
|
|
|
|
10-1-3
|
|
Amendment No. 3 to the TEGNA Inc. Supplemental Executive Medical Plan effective as of November 1, 2016.*
|
|
|
|
|
|
|
|
10-2
|
|
Supplemental Executive Medical Plan for Retired Executives dated December 22, 2010 and effective January 1, 2011.*
|
|
|
|
|
|
|
|
10-2-1
|
|
Amendment No. 1 to the TEGNA Inc. Supplemental Executive Medical Plan for Retired Executives dated as of June 26, 2015.*
|
|
|
|
|
|
|
|
10-2-2
|
|
Amendment No. 2 to the TEGNA Inc. Supplemental Executive Medical Plan for Retired Executives effective as of November 1, 2016.*
|
|
|
|
|
|
|
|
10-3
|
|
TEGNA Inc. Supplemental Retirement Plan Restatement.*
|
|
|
|
|
|
|
|
10-3-1
|
|
Amendment No. 1 to the TEGNA Inc. Supplemental Retirement Plan dated July 31, 2008 and effective August 1, 2008.*
|
|
|
|
|
|
|
|
10-3-2
|
|
Amendment No. 2 to the TEGNA Inc. Supplemental Retirement Plan dated December 22, 2010.*
|
|
|
|
|
|
|
|
10-3-3
|
|
Amendment No. 3 to the TEGNA Inc. Supplemental Retirement Plan dated as of June 26, 2015.*
|
|
|
|
|
|
|
|
10-3-4
|
|
Amendment No. 4 to the TEGNA Inc. Supplemental Retirement Plan dated as of November 7, 2017.*
|
|
|
|
|
|
|
|
10-3-5
|
|
Amendment No. 5 to the TEGNA Inc. Supplemental Retirement Plan, dated as of April 26, 2018.*
|
|
|
|
|
|
|
|
10-4
|
|
TEGNA Inc. Deferred Compensation Plan Restatement dated February 1, 2003 (reflects all amendments through July 25, 2006).*
|
|
|
|
|
|
|
|
10-4-1
|
|
TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals.*
|
|
|
|
|
|
|
|
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.*
|
|
|
|
|
|
|
|
10-4-3
|
|
Amendment No. 2 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated December 9, 2008.*
|
|
|
|
|
|
|
|
10-4-4
|
|
Amendment No. 3 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated October 27, 2009.*
|
|
|
|
|
|
|
|
10-4-5
|
|
Amendment No. 4 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated December 22, 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.*
|
|
|
|
|
|
|
|
10-4-7
|
|
Amendment No. 6 to the TEGNA Inc. Deferred Compensation Plan Rues for Post-2004 Deferrals dated as of December 8, 2015.*
|
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|
|
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|
|
Exhibit
Number
|
|
Exhibit
|
|
Location
|
|
|
|
|
|
10-4-8
|
|
Amendment No. 7 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals, dated as of May 3, 2017.*
|
|
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|
|
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|
|
10-4-9
|
|
Amendment No. 8 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals, dated as of November 7, 2017.*
|
|
|
|
|
|
|
|
10-4-10
|
|
Amendment No. 9 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals, dated as of April 26, 2018.*
|
|
|
|
|
|
|
|
10-4-11
|
|
Amendment No. 10 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals, dated as of November 16, 2018.*
|
|
|
|
|
|
|
|
10-5
|
|
Amendment to the TEGNA Inc. Deferred Compensation Plan Restatement Rules for Pre-2005 Deferrals dated as of June 26, 2015.*
|
|
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|
|
|
|
|
10-5-1
|
|
Amendment No. 2 to the TEGNA Inc. Deferred Compensation Plan Restatement Rules for Pre-2005 Deferrals, dated as of May 3, 2017.*
|
|
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|
|
|
|
|
10-5-2
|
|
Amendment No. 3 to the TEGNA Inc. Deferred Compensation Plan Restatement Rules for Pre-2005 Deferrals, dated as of April 26, 2018.*
|
|
|
|
|
|
|
|
10-5-3
|
|
Amendment No. 4 to the TEGNA Inc. Deferred Compensation Plan Restatement Rules for Pre-2005 Deferrals, dated as of November 16 , 2018.*
|
|
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|
|
|
|
|
10-6
|
|
TEGNA Inc. Transitional Compensation Plan Restatement.*
|
|
|
|
|
|
|
|
10-6-1
|
|
Amendment No. 1 to TEGNA Inc. Transitional Compensation Plan Restatement dated as of May 4, 2010.*
|
|
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|
|
10-6-2
|
|
Amendment No. 2 to TEGNA Inc. Transitional Compensation Plan Restatement dated as of December 22, 2010.*
|
|
|
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|
|
|
10-6-3
|
|
Amendment No. 3 to TEGNA Inc. Transitional Compensation Plan Restatement dated as of June 26, 2015.*
|
|
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|
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|
|
10-6-4
|
|
Notice to Transitional Compensation Plan Restatement Participants.*
|
|
|
|
|
|
|
|
10-7
|
|
TEGNA Inc. 2001 Omnibus Incentive Compensation Plan, as amended and restated as of May 4, 2010.*
|
|
|
|
|
|
|
|
10-7-1
|
|
Amendment No. 1 to the TEGNA Inc. 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010).*
|
|
|
|
|
|
|
|
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.*
|
|
|
|
|
|
|
|
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.*
|
|
|
|
|
|
|
|
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.*
|
|
|
|
|
|
|
|
10-7-5
|
|
Amendment No. 5 to the TEGNA Inc. 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010), dated as of May 3, 2017.*
|
|
|
|
|
|
|
|
10-7-6
|
|
Form of Director Stock Option Award Agreement.*
|
|
|
|
|
|
|
|
10-7-7
|
|
Form of Director Restricted Stock Unit Award Agreement.*
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
Location
|
|
|
|
|
|
10-7-8
|
|
Form of Director Restricted Stock Unit Award Agreement.*
|
|
|
|
|
|
|
|
10-7-9
|
|
Form of Director Restricted Stock Unit Award Agreement.*
|
|
|
|
|
|
|
|
10-7-10
|
|
Form of Director Restricted Stock Unit Award Agreement.*
|
|
|
|
|
|
|
|
10-7-11
|
|
Form of Executive Officer Stock Option Award Agreement.*
|
|
|
|
|
|
|
|
10-7-12
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.*
|
|
|
|
|
|
|
|
10-7-13
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.*
|
|
|
|
|
|
|
|
10-7-14
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.*
|
|
|
|
|
|
|
|
10-7-15
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.*
|
|
|
|
|
|
|
|
10-7-16
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.*
|
|
|
|
|
|
|
|
10-7-17
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.*
|
|
|
|
|
|
|
|
10-7-18
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.*
|
|
|
|
|
|
|
|
10-7-19
|
|
Form of Executive Officer Performance Share Award Agreement.*
|
|
|
|
|
|
|
|
10-7-20
|
|
Form of Executive Officer Performance Share Award Agreement. *
|
|
|
|
|
|
|
|
10-7-21
|
|
Form of Executive Officer Performance Share Award Agreement.*
|
|
|
|
|
|
|
|
10-7-22
|
|
Form of Executive Officer Performance Share Award Agreement.*
|
|
|
|
|
|
|
|
10-7-23
|
|
Form of Executive Officer Performance Share Award Agreement.*
|
|
|
|
|
|
|
|
10-7-24
|
|
Form of Executive Officer Performance Share Award Agreement.*
|
|
|
|
|
|
|
|
10-7-25
|
|
Form of Executive Officer Performance Share Award Agreement.*
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
Location
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
Location
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
10-15
|
|
Tenth Amendment, dated as of August 1, 2017, 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, 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.
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
Location
|
|
|
|
|
|
10-16
|
|
Eleventh Amendment, dated as of June 21, 2018, to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective a of January 5, 205, as amended and restated as of August 5, 2013, as further amended as of June 29, 2015, as further amended as of August 1, 2017, 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.
|
|
|
|
|
|
|
|
10-17
|
|
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.
|
|
|
|
|
|
|
|
10-17-1
|
|
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.
|
|
|
|
|
|
|
|
10-17-2
|
|
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.
|
|
|
|
|
|
|
|
10-17-3
|
|
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.
|
|
|
|
|
|
|
|
10-18
|
|
Description of TEGNA Inc.’s Non-Employee Director Compensation.*
|
|
|
|
|
|
|
|
10-18-1
|
|
Description of TEGNA Inc.’s Non-Employee Director Compensation.*
|
|
|
|
|
|
|
|
10-19
|
|
Amendment for Section 409A Plans dated December 31, 2008.*
|
|
|
|
|
|
|
|
10-20
|
|
Executive Life Insurance Plan document dated December 31, 2008.*
|
|
|
|
|
|
|
|
10-20-1
|
|
Amendment No. 1 to the TEGNA Inc. Executive Life Insurance Plan Document dated as of June 26, 2015.*
|
|
|
|
|
|
|
|
10-21
|
|
Key Executive Life Insurance Plan dated October 29, 2010.*
|
|
|
|
|
|
|
|
10-21-1
|
|
Amendment No. 1 to the TEGNA Inc. Key Executive Life Insurance Plan dated as of June 26, 2015.*
|
|
|
|
|
|
|
|
10-22
|
|
Form of Participation Agreement under Key Executive Life Insurance Plan.*
|
|
|
|
|
|
|
|
10-23
|
|
Omnibus Amendment to Terms and Conditions of Restricted Stock Awards dated as of December 31, 2008.*
|
|
|
|
|
|
|
|
10-24
|
|
Omnibus Amendment to Terms and Conditions of Stock Unit Awards dated as of December 31, 2008.*
|
|
|
|
|
|
|
|
10-25
|
|
Omnibus Amendment to Terms and Conditions of Stock Option Awards dated as of December 31, 2008.*
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
Location
|
|
|
|
|
|
10-26
|
|
Omnibus Amendment to Outstanding Award Agreements of Certain Executives effective as of November 1, 2016.*
|
|
|
|
|
|
|
|
10-27
|
|
TEGNA Inc. 2015 Change in Control Severance Plan.*
|
|
|
|
|
|
|
|
10-27-1
|
|
TEGNA Inc. 2015 Change in Control Severance Plan, as amended through May 30, 2017.*
|
|
|
|
|
|
|
|
10-27-2
|
|
Amendment No. 1 to the TEGNA Inc. 2015 Change in Control Severance Plan, as amended through May 30, 2017.*
|
|
|
|
|
|
|
|
10-28
|
|
TEGNA Inc. Executive Severance Plan.*
|
|
|
|
|
|
|
|
10-28-1
|
|
TEGNA Inc. Executive Severance Plan, as amended through May 30, 2017.*
|
|
|
|
|
|
|
|
10-28-2
|
|
Amendment No. 1 to the TEGNA Inc. Executive Severance Plan, as amended through May 30, 2017.*
|
|
|
|
|
|
|
|
10-30
|
|
Offer Letter between TEGNA Inc. and David T. Lougee, dated as of May 3, 2017.*
|
|
|
|
|
|
|
|
10-31
|
|
Letter Agreement between TEGNA Inc. and Victoria D. Harker, dated as of May 4, 2017.*
|
|
|
|
|
|
|
|
10-32
|
|
Cash-Based Award Agreement between TEGNA Inc. and Victoria D. Harker, dated as of May 4, 2017.*
|
|
|
|
|
|
|
|
10-33
|
|
Separation and Distribution Agreement, dated as of May 31, 2017, by and between TEGNA Inc. and Cars.com Inc.
|
|
|
|
|
|
|
|
10-34
|
|
Transition Services Agreement, dated as of May 31, 2017, by and between TEGNA Inc. and Cars.com Inc.
|
|
|
|
|
|
|
|
10-35
|
|
Tax Matters Agreement, dated as of May 31, 2017, by and between TEGNA, Inc. and Cars.com Inc.
|
|
|
|
|
|
|
|
10-36
|
|
Employee Matters Agreement, dated as of May 31, 2017, by and between TEGNA Inc. and Cars.com Inc.
|
|
|
|
|
|
|
|
10-37
|
|
Parent Guaranty, dated as of May 31, 2017, granted by TEGNA Inc. in favor of JPMorgan Chase Bank, N.A. as Administrative Agent.
|
|
|
|
|
|
|
|
21
|
|
Subsidiaries of TEGNA Inc.
|
|
|
|
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
31-1
|
|
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
|
|
|
|
|
|
|
31-2
|
|
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
|
|
|
|
|
|
|
32-1
|
|
Section 1350 Certification.
|
|
|
|
|
|
|
|
32-2
|
|
Section 1350 Certification.
|
|
|
|
|
|
|
|
101
|
|
The following financial information from TEGNA Inc. Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL includes: (i) Consolidated Balance Sheets at December 31, 2018 and December 31, 2017, (ii) Consolidated Statements of Income for the 2018, 2017 and 2016 fiscal years, (iii) Consolidated Statements of Comprehensive Income for the 2018, 2017 and 2016 fiscal years, (iv) Consolidated Cash Flow Statements for the 2018, 2017 and 2016 fiscal years; (v) Consolidated Statements of Equity for the 2018, 2017 and 2016 fiscal years; and (vi) the Notes to Consolidated Financial Statements.
|
|
*
|
Asterisks identify management contracts and compensatory plans or arrangements.
|
Dated: March 1, 2019
|
TEGNA Inc. (Registrant)
|
||
|
|
|
|
|
By:
|
|
/s/ Victoria D. Harker
|
|
|
|
Victoria D. Harker,
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(principal financial officer)
|
Dated: March 1, 2019
|
|
/s/ David T. Lougee
|
|
|
David T. Lougee,
|
|
|
President and Chief Executive Officer
|
|
|
(principal executive officer)
|
Dated: March 1, 2019
|
|
/s/ Victoria D. Harker
|
|
|
Victoria D. Harker,
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(principal financial officer)
|
|
|
|
Dated: March 1, 2019
|
|
/s/ Clifton A. McClelland III
|
|
|
Clifton A. McClelland III
|
|
|
Senior Vice President and Controller
|
|
|
(principal accounting officer)
|
Dated: March 1, 2019
|
/s/ Gina Bianchini
|
|
Gina Bianchini, Director
|
Dated: March 1, 2019
|
/s/ Howard D. Elias
|
|
Howard D. Elias, Director, Chairman
|
Dated: March 1, 2019
|
/s/ Stuart Epstein
|
|
Stuart Epstein, Director
|
Dated: March 1, 2019
|
/s/ Lidia Fonseca
|
|
Lidia Fonseca, Director
|
Dated: March 1, 2019
|
/s/ David T. Lougee
|
|
David T. Lougee, Director
|
Dated: March 1, 2019
|
/s/ Scott K. McCune
|
|
Scott K. McCune, Director
|
Dated: March 1, 2019
|
/s/ Henry W. McGee
|
|
Henry W. McGee, Director
|
Dated: March 1, 2019
|
/s/ Susan Ness
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Susan Ness, Director
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Dated: March 1, 2019
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/s/ Bruce P. Nolop
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Bruce P. Nolop, Director
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Dated: March 1, 2019
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/s/ Neal Shapiro
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Neal Shapiro, Director
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Dated: March 1, 2019
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/s/ Melinda C. Witmer
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Melinda C. Witmer, Director
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TEGNA Inc.
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By:
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/s/ Jeffrey Newman
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Name:
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Jeffrey Newman
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Title:
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Senior Vice President/Human Resources
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TEGNA Inc.
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By:
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/s/ Jeffrey Newman
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Name:
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Jeffrey Newman
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Title:
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Senior Vice President / Human Resources
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Payment Date:
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25% of the Stock Units shall be paid on 3/1/20*
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TEGNA Inc.
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By:
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Employee's Signature or Acceptance
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Jeffrey Newman
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by Electronic Signature
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Senior Vice President / Human Resources
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•
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any material misappropriation of funds or property of the Company or its affiliate by the Employee;
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•
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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
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•
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conviction, including a plea of guilty or of nolo contendere, of the Employee of a securities law violation or a felony.
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•
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the material diminution of the Employee’s duties, authorities or responsibilities from those in effect immediately prior to the Change in Control;
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•
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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;
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•
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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;
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•
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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
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•
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the failure by the Company or its affiliate to pay any compensation or benefits due to the Employee.
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•
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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;
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•
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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;
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•
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The vesting terms of any converted or substituted award must be substantially identical to the terms of this Award; and
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•
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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).
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Employee:
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Location:
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Grant Date:
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March 1, 2019
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Performance Period Commencement Date:
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March 1, 2019
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Performance Period End Date:
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February 28, 2022
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Performance Share Payment Date:
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On a date specified by the Committee that is within 30 days after the Performance Period End Date
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Target Number of Performance Shares:
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_______*
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TEGNA Inc.
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By:
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Employee's Signature or Acceptance by
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Jeffrey Newman
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Electronic Signature
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Senior Vice President/Human Resources
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•
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any material misappropriation of funds or property of the Company or its affiliate by the Employee;
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•
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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
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•
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conviction, including a plea of guilty or of nolo contendere, of the Employee of a securities law violation or a felony.
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•
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the material diminution of the Employee’s duties, authorities or responsibilities from those in effect immediately prior to the Change in Control;
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•
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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;
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•
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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;
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•
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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
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•
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the failure by the Company or its affiliate to pay any compensation or benefits due to the Employee.
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•
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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;
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•
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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;
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•
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The vesting terms of any converted or substituted award must be substantially identical to the terms of this Award; and
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•
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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).
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(i)
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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 2019-2020 Compensation Adjusted EBITDA versus the Company’s 2019-2020 Target Compensation Adjusted EBITDA; and
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(ii)
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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 2019-2020 FCF as a Percentage of Total Revenue versus the Company’s 2019-2020 Target FCF as a Percentage of Target Revenue.
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Applicable Percentage Chart
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||
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Actual Versus Target
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Applicable Percentage
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Below Threshold
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Below 80%
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0% - No Award
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Threshold
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80%
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65%*
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Target
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100%
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100%*
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Maximum
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110%
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200%*
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Above Maximum
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More than 110%
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200%
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(i)
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If the Change in Control occurs in 2019 or 2020, the Target Number of Performance Shares; and
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(ii)
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If the Change in Control occurs in 2021 or later, the number of Performance Shares earned based on actual performance in 2019 and 2020 as determined by the Committee as constituted immediately prior to the Change in Control.
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TEGNA Inc.
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By:
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/s/ Akin S. Harrison
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Name:
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Akin S. Harrison
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Title:
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Senior Vice President
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(iii)
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material harm to the Company (financial, competitive, reputational or otherwise) caused by the Participant’s gross negligence, intentional misconduct, or knowing or reckless disregard of supervisory responsibility for a direct report who engages in gross negligence or intentional misconduct;
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TEGNA INC.
|
|
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By:
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/s/ Akin S. Harrison
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Name:
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Akin S. Harrison
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Title:
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Senior Vice President
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NAME OF SUBSIDIARY
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STATE OF INCORPORATION
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6600 BROADVIEW, LLC*
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OHIO
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BELO ADVERTISING CUSTOMER SERVICES, INC.
|
DELAWARE
|
BELO CAPITAL BUREAU, INC.
|
DELAWARE
|
BELO CORP.
|
DELAWARE
|
BELO HOLDINGS, INC.
|
DELAWARE
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BELO INVESTMENT, LLC
|
DELAWARE
|
BELO KENTUCKY, INC.
|
KENTUCKY
|
BELO LEAD MANAGEMENT, LLC*
|
DELAWARE
|
BELO MANAGEMENT SERVICES, INC.
|
DELAWARE
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BELO SAN ANTONIO, INC.
|
DELAWARE
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BELO TECHNOLOGY ASSETS II, INC.
|
DELAWARE
|
BELO TV, INC.
|
DELAWARE
|
BELO VENTURES, INC.
|
DELAWARE
|
CAMARO PARENT, LLC*
|
DELAWARE
|
CAPE PUBLICATIONS, INC.
|
DELAWARE
|
COMBINED COMMUNICATIONS OF OKLAHOMA, LLC
|
OKLAHOMA
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CORPORATE ARENA ASSOCIATES, INC.
|
TEXAS
|
DAILY BLAST LIVE, LLC
|
DELAWARE
|
FIRST COAST TOWER GROUP*
|
FLORIDA
|
GBHC, LLC
|
DELAWARE
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G/O DIGITAL MARKETING, LLC
|
DELAWARE
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GTG ENTERTAINMENT, A CALIFORNIA LIMITED PARTNERSHIP*
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CALIFORNIA
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GTMP HOLDINGS, LLC
|
DELAWARE
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HILL TOWER, INC.*
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TEXAS
|
KENS-TV, INC.
|
DELAWARE
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KFMB-TV, LLC
|
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
|
KTVK, INC.
|
DELAWARE
|
KVUE TELEVISION, INC.
|
DELAWARE
|
KWES TELEVISION, LLC
|
DELAWARE
|
KXTV, LLC
|
MICHIGAN
|
LAKE CEDAR GROUP LLC*
|
DELAWARE
|
LSB BROADCASTING, INC.
|
DELAWARE
|
MEDIA SALES ACADEMY, LLC*
|
TEXAS
|
MULTIMEDIA ENTERTAINMENT, LLC
|
SOUTH CAROLINA
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MULTIMEDIA HOLDINGS CORPORATION
|
SOUTH CAROLINA
|
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:
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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/ David T. Lougee
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David T. Lougee
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.;
|
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;
|
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.
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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;
|
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.
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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/ David T. Lougee
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David T. Lougee
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)
|
|