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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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16-0442930
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer identification No.)
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8350 Broad Street,
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Suite 2000,
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Tysons,
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Virginia
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22102-5151
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(Address of principal executive offices)
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(Zip Code)
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(703)
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873-6600
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(Registrant’s telephone number, including area code)
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $1.00 per share
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TGNA
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The New York Stock Exchange
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Large Accelerated Filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Item No.
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Page
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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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||
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16.
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Combined Two Year Period
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|||||
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2018 - 2019
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|
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2017 - 2018
|
|
|
||
|
|
|
|
|
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Advertising & Marketing Services
|
52
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%
|
|
|
55
|
%
|
|
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Subscription
|
41
|
%
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}
|
47%
|
38
|
%
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}
|
44%
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Political
|
6
|
%
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6
|
%
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||||
Other
|
1
|
%
|
|
|
1
|
%
|
|
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Total revenues
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100
|
%
|
|
|
100
|
%
|
|
|
Market
|
Station
|
Affiliation
|
Seller
|
Indianapolis, IN
|
WTHR
|
NBC
|
Dispatch Broadcast Group
|
Columbus, OH
|
WBNS
|
CBS
|
Dispatch Broadcast Group
|
Hartford-New Haven, CT
|
WTIC/WCCT
|
FOX/CW
|
Nexstar Media Group
|
Harrisburg-Lancaster-Lebanon-York, PA
|
WPMT
|
FOX
|
Nexstar Media Group
|
Memphis, TN
|
WATN/WLMT
|
ABC/CW
|
Nexstar Media Group
|
Wilkes Barre-Scranton, PA
|
WNEP
|
ABC
|
Nexstar Media Group
|
Des Moines-Ames, IA
|
WOI/KCWI
|
ABC/CW
|
Nexstar Media Group
|
Huntsville-Decatur-Florence, AL
|
WZDX
|
FOX
|
Nexstar Media Group
|
Davenport, IA and Rock Island-Moline, IL
|
WQAD
|
ABC
|
Nexstar Media Group
|
Ft. Smith-Fayetteville-Springdale-Rogers, AR
|
KFSM
|
CBS
|
Nexstar Media Group
|
Toledo, OH
|
WTOL
|
CBS
|
Gray Television
|
Midland-Odessa, TX
|
KWES
|
NBC
|
Gray Television
|
•
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Nexstar Stations. On September 19, 2019, we completed our acquisition of 11 local television stations in eight markets, including eight Big Four affiliates, from Nexstar Media Group (the Nexstar Stations). These stations were divested by Nexstar Media Group in connection with its acquisition of Tribune Media Company. The estimated purchase price for the Nexstar Stations was $769.1 million comprised of a base purchase price of $740.0 million and estimated working capital of $29.1 million. The acquisition of the Nexstar Stations adds complementary markets to our existing portfolio of top network affiliates, including four affiliates in presidential election battleground states.
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•
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Dispatch Stations. On August 8, 2019, we completed our acquisition of Dispatch Broadcast Group’s #1 rated stations in Indianapolis, Indiana (NBC affiliate WTHR) and Columbus, Ohio (CBS affiliate WBNS). We also acquired WBNS radio (1460 AM and 97.1 FM), the leader in sports radio in Central Ohio (collectively the Dispatch Stations). The purchase price for the Dispatch Stations was $560.5 million comprised of a base purchase price of $535.0 million and working capital and cash acquired of $25.5 million. The acquisition of the Dispatch Stations helps to expand our portfolio of big four affiliates in large markets.
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•
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Justice and Quest Multicast Networks. On June 18, 2019, we completed the acquisition of the remaining approximately 85% interest that we did not previously own in the multicast networks Justice Network and Quest from Cooper Media. Justice and Quest are two leading multicast networks that offer unique ad-supported programming. Justice Network’s content is focused on true-crime genre, while Quest features factual-entertainment programs such as science, history, and adventure-reality series. Cash paid for this acquisition was $77.1 million (which included $4.6 million for working capital paid at closing).
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•
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Gray Stations. 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. (collectively the Gray Stations). The final purchase price was $109.9 million, which includes working capital of $4.9 million. WTOL and KWES are strong local media brands in key markets, and they further expand our station portfolio of top 4 affiliates.
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•
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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 2019, this included launching new mobile applications for our stations, improving our traffic via search engines and increasing monetizable video views across platforms. As a result of these efforts, our digital properties have seen improvements in 2019 of +42% in Visitors and +63% in video views compared to the prior year.
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•
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Improving Digital Workflows: In 2018, we developed and began deployment of a new content management system (CMS) across all of our markets. In 2019, the new CMS was fully deployed, allowing stations to integrate data into the story creation process, making it easier and faster to publish videos and enabling us to optimize our content for the wide variety of distribution platforms. Importantly, the new platform also allows us to continually iterate on our capabilities as the digital ecosystem evolves, while reducing our ongoing operating expenses.
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•
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Intelligent Ad Automation. Premion has been our first investment in intelligent ad automation. Premion has partnered with MadHive (one of our strategic equity investments) to create a technology platform to aggregate inventory from OTT providers and then resell the inventory to local and regional advertisers leveraging our salesforce.
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•
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Performance Marketing. We are a leading provider of digital marketing services for advertisers. We continued to evolve our product offerings in 2019, 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.
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•
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NextGen TV (ATSC 3.0). In 2017, the FCC began the process of issuing rules that would permit television stations 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 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 technology enables encryption and content protection that will allow broadcasters for the first time to protect their signal and employ paywalls. During 2018 and 2019, 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 participate in the NextGen TV transition in multiple TEGNA markets in 2020.
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Note: The Peer Group is defined as E.W. Scripps Company, Gray Television Inc., Meredith Corp., Nexstar Media Group, Inc., and Sinclair Broadcast Group, Inc.
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|||||
|
|
INDEXED RETURNS
|
|
|
|
||||
|
|
Periods Ending
|
|
|
|
||||
Company Name / Index
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Jan18
|
Mar18
|
Jun18
|
Sep18
|
Dec18
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Mar19
|
Jun19
|
Sep19
|
Dec19
|
TEGNA Inc.
|
100
|
$81.34
|
$78.00
|
$86.49
|
$79.04
|
$103.02
|
$111.18
|
$114.52
|
$123.64
|
S&P 500 Index
|
100
|
$99.24
|
$102.65
|
$110.56
|
$95.62
|
$108.67
|
$113.34
|
$115.27
|
$125.72
|
Peer Group
|
100
|
$82.14
|
$87.77
|
$91.22
|
$87.08
|
$116.70
|
$117.86
|
$103.04
|
$106.29
|
|
2019
|
|
|
2018
|
|
Media (1)
|
6,763
|
|
|
5,188
|
|
Corporate
|
120
|
|
|
148
|
|
Total
|
6,883
|
|
|
5,336
|
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(1) Increase in 2019 is principally due to the Recent Acquisitions, new national sales organization and growth at our Premion business unit.
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•
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All of our directors are elected annually;
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•
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Eleven of our twelve directors are independent;
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•
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We have a robust shareholder engagement program;
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•
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We separate the positions of Chairman and CEO and have an independent Chairman;
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•
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We maintain an ongoing board refreshment process, which has resulted in our adding six independent directors during the past five years and the transition of the chairman role during 2018;
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•
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Approximately 94.5% of the votes cast at last year’s annual meeting were in favor of the Company’s Say on Pay proposal.
|
•
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Our directors and senior executives are subject to stock ownership guidelines;
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•
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We do not have a shareholder rights plan (poison pill) in place;
|
•
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Our Board has adopted a proxy access by-law provision; and
|
•
|
Mergers and other business combinations involving the Company generally may be approved by a simple majority vote.
|
State/District of Columbia
|
City
|
Station/web site
|
Channel (1)/Network
|
Affiliation Agreement Expires in
|
Market TV
Households (2)
|
Founded
|
|
Alabama
|
Huntsville
|
WZDX(TV): rocketcitynow.com
|
Ch. 54/FOX
|
2022
|
351,610
|
|
1985
|
Arizona
|
Flagstaff
|
KNAZ-TV: 12news.com
|
Ch. 2/NBC
|
2021
|
1,879,780
|
|
1970
|
|
Mesa
|
KPNX(TV): 12news.com
|
Ch. 12/NBC
|
2021
|
1,879,780
|
|
1953
|
|
Tucson
|
KMSB(TV): tucsonnewsnow.com
|
Ch. 11/FOX
|
2022
|
421,820
|
|
1967
|
|
|
KTTU(TV): tucsonnewsnow.com
|
Ch. 18/MNTV
|
2020
|
421,820
|
|
1984
|
Arkansas
|
Fort Smith
|
KFSM-TV: 5newsonline.com
|
Ch. 5/CBS
|
2022
|
265,520
|
|
1956
|
|
Little Rock
|
KTHV(TV): thv11.com
|
Ch. 11/CBS
|
2022
|
472,560
|
|
1955
|
California
|
Sacramento
|
KXTV(TV): abc10.com
|
Ch. 10/ABC
|
2023
|
1,317,500
|
|
1955
|
|
San Diego
|
KFMB-TV (3): cbs8.com
|
Ch. 8/CBS
|
2020
|
981,650
|
|
1949
|
Colorado
|
Denver
|
KTVD(TV): my20denver.com
|
Ch. 20/MNTV
|
2020
|
1,532,320
|
|
1988
|
|
|
KUSA(TV): 9news.com
|
Ch. 9/NBC
|
2021
|
1,532,320
|
|
1952
|
Connecticut
|
Hartford
|
WTIC-TV: fox61.com
|
Ch. 61/FOX
|
2022
|
885,890
|
|
1984
|
|
Waterbury
|
WCCT-TV: yourcwtv.com/partners/hartford
|
Ch. 20/CW
|
2021
|
885,890
|
|
1953
|
District of Columbia
|
Washington
|
WUSA(TV): wusa9.com
|
Ch. 9/CBS
|
2022
|
2,351,930
|
|
1949
|
Florida
|
Jacksonville
|
WJXX(TV): firstcoastnews.com
|
Ch. 25/ABC
|
2023
|
690,400
|
|
1989
|
|
|
WTLV(TV): firstcoastnews.com
|
Ch. 12/NBC
|
2021
|
690,400
|
|
1957
|
|
Tampa-St. Petersburg
|
WTSP(TV): wtsp.com
|
Ch. 10/CBS
|
2022
|
1,800,600
|
|
1965
|
Georgia
|
Atlanta
|
WATL(TV): 11alive.com
|
Ch. 36/MNTV
|
2020
|
2,269,270
|
|
1954
|
|
|
WXIA-TV: 11alive.com
|
Ch. 11/NBC
|
2021
|
2,269,270
|
|
1948
|
|
Macon
|
WMAZ-TV: 13wmaz.com
|
Ch. 13/CBS
|
2022
|
211,110
|
|
1953
|
Idaho
|
Boise
|
KTVB(TV) (4): ktvb.com
|
Ch. 7/NBC
|
2021
|
261,140
|
|
1953
|
Illinois
|
Moline
|
WQAD-TV: wqad.com
|
Ch. 8/ABC
|
2023
|
259,590
|
|
1963
|
Indiana
|
Indianapolis
|
WTHR(TV) (5): wthr.com
|
Ch. 13/NBC
|
2022
|
1,053,830
|
|
1957
|
Iowa
|
Ames
|
WOI-DT: weareiowa.com
|
Ch. 5/ABC
|
2022
|
393,470
|
|
1950
|
|
Ames
|
KCWI-TV: weareiowa.com
|
Ch. 23/CW
|
2021
|
393,470
|
|
1999
|
Kentucky
|
Louisville
|
WHAS-TV: whas11.com
|
Ch. 11/ABC
|
2023
|
636,150
|
|
1950
|
Louisiana
|
New Orleans
|
WWL-TV: wwltv.com
|
Ch. 4/CBS
|
2022
|
615,480
|
|
1957
|
|
|
WUPL(TV) (6): wwltv.com/mytv
|
Ch. 54/MNTV
|
2020
|
615,480
|
|
1955
|
Maine
|
Bangor
|
WLBZ(TV): newscentermaine.com
|
Ch. 2/NBC
|
2021
|
111,070
|
|
1954
|
|
Portland
|
WCSH(TV): newscentermaine.com
|
Ch. 6/NBC
|
2021
|
349,470
|
|
1953
|
Michigan
|
Grand Rapids
|
WZZM(TV): wzzm13.com
|
Ch. 13/ABC
|
2023
|
653,100
|
|
1962
|
Minnesota
|
Minneapolis-St. Paul
|
KARE(TV): kare11.com
|
Ch. 11/NBC
|
2021
|
1,697,370
|
|
1953
|
Missouri
|
St. Louis
|
KSDK(TV): ksdk.com
|
Ch. 5/NBC
|
2021
|
1,099,590
|
|
1947
|
New York
|
Buffalo
|
WGRZ(TV): wgrz.com
|
Ch. 2/NBC
|
2021
|
576,710
|
|
1954
|
North Carolina
|
Charlotte
|
WCNC-TV: wcnc.com
|
Ch. 36/NBC
|
2021
|
1,125,970
|
|
1967
|
|
Greensboro
|
WFMY-TV: wfmynews2.com
|
Ch. 2/CBS
|
2022
|
635,580
|
|
1949
|
Ohio
|
Cleveland
|
WKYC-TV: wkyc.com
|
Ch. 3/NBC
|
2021
|
1,366,110
|
|
1948
|
|
Columbus
|
WBNS-TV (7): 10tv.com
|
Ch. 10/CBS
|
2022
|
877,490
|
|
1949
|
|
Toledo
|
WTOL(TV): wtol.com
|
Ch. 11/CBS
|
2020
|
347,480
|
|
1958
|
Oregon
|
Portland
|
KGW(TV) (8): kgw.com
|
Ch. 8/NBC
|
2021
|
1,112,500
|
|
1956
|
Pennsylvania
|
Scranton
|
WNEP-TV: wnep.com
|
Ch. 16/ABC
|
2023
|
497,830
|
|
1954
|
|
York
|
WPMT(TV): fox43.com
|
Ch. 43/FOX
|
2022
|
641,660
|
|
1952
|
South Carolina
|
Columbia
|
WLTX(TV): wltx.com
|
Ch. 19/CBS
|
2022
|
365,850
|
|
1953
|
Tennessee
|
Knoxville
|
WBIR-TV: wbir.com
|
Ch. 10/NBC
|
2021
|
491,810
|
|
1956
|
|
Memphis
|
WATN-TV: localmemphis.com
|
Ch. 24/ABC
|
2022
|
580,600
|
|
1978
|
|
|
WLMT(TV): localmemphis.com
|
Ch. 30/CW
|
2021
|
580,600
|
|
1983
|
Texas
|
Abilene
|
KXVA(TV): myfoxzone.com
|
Ch. 15/FOX
|
2022
|
100,790
|
|
2001
|
|
Austin
|
KVUE(TV): kvue.com
|
Ch. 24/ABC
|
2023
|
736,770
|
|
1971
|
|
Beaumont
|
KBMT(TV) (9): 12newsnow.com
|
Ch. 12/ABC
|
2023
|
143,130
|
|
1961
|
|
Corpus Christi
|
KIII-TV: kiiitv.com
|
Ch. 3/ABC
|
2023
|
188,210
|
|
1964
|
|
Dallas
|
WFAA(TV): wfaa.com
|
Ch. 8/ABC
|
2023
|
2,563,320
|
|
1949
|
|
Houston
|
KHOU(TV): khou.com
|
Ch. 11/CBS
|
2022
|
2,330,180
|
|
1953
|
|
Odessa
|
KWES-TV: newswest9.com
|
Ch. 9/NBC
|
2021
|
141,600
|
|
1958
|
|
San Angelo
|
KIDY(TV): myfoxzone.com
|
Ch. 6/FOX
|
2022
|
50,220
|
|
1984
|
|
San Antonio
|
KENS(TV): kens5.com
|
Ch. 5/CBS
|
2022
|
916,970
|
|
1950
|
|
Tyler-Longview
|
KYTX(TV): cbs19.tv
|
Ch. 19/CBS
|
2022
|
223,590
|
|
2008
|
|
Temple
|
KCEN-TV (10): kcentv.com
|
Ch. 9/NBC
|
2021
|
333,300
|
|
1953
|
Virginia
|
Hampton/Norfolk
|
WVEC(TV): 13newsnow.com
|
Ch. 13/ABC
|
2023
|
684,310
|
|
1953
|
In addition to the above television station properties, we also have the following digital and multicast network operations which support our television stations:
|
Premion: www.premion.com Headquarters: New York, NY
|
TEGNA Marketing Solutions: www.TEGNAmarketingsolutions.com
|
Justice Network and Quest multicast networks: www.justicenetworktv.com and www.questtv.com
|
INVESTMENTS
We have non-controlling ownership interests in the following companies:
|
Bustle Digital Group: www.bustle.com
|
CareerBuilder: www.careerbuilder.com
|
Hudson MX: www.hudsonmx.com
|
Kin Community: www.kincommunity.com
|
MadHive: www.madhive.com
|
Pearl: www.pearltv.com
|
SIGNIA Venture Partners: www.signiaventurepartners.com
|
ViewLift: www.viewlift.com
|
Tubi TV: www.tubitv.com
|
Video Call Center: www.thevcc.tv
|
Vizbee: www.vizbee.tv
|
Whistle Sports: www.teamwhistle.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.
|
|
|
2019
|
|
Change
|
|
2018
|
|
Change
|
|
2017
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
Revenues:
|
$
|
2,299,497
|
|
|
4%
|
|
$
|
2,207,282
|
|
|
16%
|
|
$
|
1,903,026
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||
Cost of revenues
|
1,228,237
|
|
|
15%
|
|
1,065,933
|
|
|
14%
|
|
933,718
|
|
|||
Business units - Selling, general and administrative expenses
|
326,804
|
|
|
4%
|
|
315,320
|
|
|
10%
|
|
287,396
|
|
|||
Corporate - General and administrative expenses
|
80,144
|
|
|
53%
|
(1)
|
52,467
|
|
|
(5%)
|
|
54,943
|
|
|||
Depreciation
|
60,525
|
|
|
8%
|
|
55,949
|
|
|
2%
|
|
55,068
|
|
|||
Amortization of intangible assets
|
50,104
|
|
|
62%
|
|
30,838
|
|
|
43%
|
|
21,570
|
|
|||
Spectrum repacking reimbursements and other, net
|
(5,335
|
)
|
|
(54%)
|
|
(11,701
|
)
|
|
***
|
|
4,429
|
|
|||
Total
|
1,740,479
|
|
|
15%
|
|
1,508,806
|
|
|
11%
|
|
1,357,124
|
|
|||
Operating income
|
559,018
|
|
|
(20%)
|
|
698,476
|
|
|
28%
|
|
545,902
|
|
|||
Non-operating income (expense):
|
|
|
|
|
|
|
|
|
|
||||||
Equity income in unconsolidated investments, net
|
10,149
|
|
|
(26%)
|
|
13,792
|
|
|
33%
|
|
10,402
|
|
|||
Interest expense
|
(205,470
|
)
|
|
7%
|
|
(192,065
|
)
|
|
(9%)
|
|
(210,284
|
)
|
|||
Other non-operating items, net
|
11,960
|
|
|
***
|
|
(11,496
|
)
|
|
(67%)
|
|
(35,304
|
)
|
|||
Total
|
(183,361
|
)
|
|
(3%)
|
|
(189,769
|
)
|
|
(19%)
|
|
(235,186
|
)
|
|||
Income before income taxes
|
375,657
|
|
|
(26%)
|
|
508,707
|
|
|
64%
|
|
310,716
|
|
|||
Provision (benefit) for income taxes
|
89,422
|
|
|
(17%)
|
|
107,367
|
|
|
***
|
|
(137,246
|
)
|
|||
Income from continuing operations
|
286,235
|
|
|
(29%)
|
|
401,340
|
|
|
(10%)
|
|
447,962
|
|
|||
Earnings from continuing operations per share - basic
|
1.32
|
|
|
(29%)
|
|
1.86
|
|
|
(11%)
|
|
2.08
|
|
|||
Earnings from continuing operations per share - diluted
|
$
|
1.31
|
|
|
(29%)
|
|
$
|
1.85
|
|
|
(10%)
|
|
$
|
2.06
|
|
|
2019
|
|
Change
|
|
2018
|
|
Change
|
|
2017
|
||||||
Advertising & Marketing Services
|
$
|
1,226,607
|
|
|
11%
|
|
$
|
1,106,754
|
|
|
(3%)
|
|
$
|
1,139,642
|
|
Subscription
|
1,005,030
|
|
|
20%
|
|
840,838
|
|
|
17%
|
|
718,750
|
|
|||
Political
|
38,478
|
|
|
(84%)
|
|
233,613
|
|
|
***
|
|
23,258
|
|
|||
Other
|
29,382
|
|
|
13%
|
|
26,077
|
|
|
22%
|
|
21,376
|
|
|||
Total revenues
|
$
|
2,299,497
|
|
|
4%
|
|
$
|
2,207,282
|
|
|
16%
|
|
$
|
1,903,026
|
|
|
Percentage of total operating expenses
|
||||
Expense Category
|
2019
|
|
2018
|
|
2017
|
Programming expenses
|
35.5%
|
|
33.3%
|
|
32.4%
|
Payroll expenses
|
28.6%
|
|
29.8%
|
|
31.3%
|
|
2019
|
|
Change
|
|
2018
|
|
Change
|
|
2017
|
||||||
Net income from continuing operations
|
$
|
286,235
|
|
|
(29%)
|
|
$
|
401,340
|
|
|
(10%)
|
|
$
|
447,962
|
|
Per basic share
|
$
|
1.32
|
|
|
(29%)
|
|
$
|
1.86
|
|
|
(11%)
|
|
$
|
2.08
|
|
Per diluted share
|
$
|
1.31
|
|
|
(29%)
|
|
$
|
1.85
|
|
|
(10%)
|
|
$
|
2.06
|
|
•
|
Severance expense which include payroll and related benefit costs at our stations and corporate headquarters;
|
•
|
Acquisition-related costs which primarily includes advisory fees associated with business acquisitions;
|
•
|
Advisory fees related to activism defense;
|
•
|
Spectrum repacking reimbursements and other, net is comprised of gains due to reimbursements from the FCC for required spectrum repacking, non-cash charges to reduce the value of certain assets classified as held-for-sale, gains recognized on the sale of real estate, and a contract termination and incremental transition costs related to bringing our national sales organization in-house;
|
•
|
Gains recognized in our equity income in unconsolidated investments as a result of the sale of two investments;
|
•
|
Other non-operating items primarily relates to a gain for the remeasurement of our previously held ownership in Justice Network and Quest to fair value, a charitable donation made to the TEGNA Foundation, costs incurred in connection with the early extinguishment of debt, and a gain due to an observable price increase in an equity investment; and
|
•
|
Realization of discrete tax benefits related to one of the Recent Acquisitions and a previously-disposed business.
|
•
|
Severance expense which include payroll and related benefit costs due to restructuring at our DMS business and at our corporate headquarters;
|
•
|
Spectrum repacking reimbursements and other, net, is comprised of gains due to reimbursements from the FCC for required spectrum repacking and a gain recognized on the sale of real estate in Houston. These gains are partially offset by an early lease termination payment;
|
•
|
Other non-operating items associated with business acquisition-related costs, a deferred tax provision impact related to our acquisition of KFMB, a charitable donation made to the TEGNA Foundation, and an impairment of a debt investment;
|
•
|
Pension lump-sum payment charge as a result of payments that were made to certain SERP plan participants in early 2018;
|
•
|
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; and
|
•
|
Deferred tax benefits related to adjusting the provisional tax impacts of the tax reform (enacted in December 2017) 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.
|
|
2019
|
|
Change
|
|
2018
|
||||
Adjusted operating expenses
|
$
|
1,702,614
|
|
|
13%
|
|
$
|
1,513,220
|
|
Adjusted operating income
|
596,883
|
|
|
(14%)
|
|
694,062
|
|
||
Adjusted equity (loss) in unconsolidated investments, net
|
(2,977
|
)
|
|
(27%)
|
|
(4,091
|
)
|
||
Adjusted other non-operating income
|
3,069
|
|
|
(80%)
|
|
15,408
|
|
||
Adjusted total non-operating (expense)
|
(205,378
|
)
|
|
14%
|
|
(180,748
|
)
|
||
Adjusted income before income taxes
|
391,505
|
|
|
(24%)
|
|
513,314
|
|
||
Adjusted provision for income taxes
|
91,461
|
|
|
(22%)
|
|
117,101
|
|
||
Adjusted net income from continuing operations
|
300,044
|
|
|
(24%)
|
|
396,213
|
|
||
Adjusted net income from continuing operations per share - diluted
|
$
|
1.38
|
|
|
(25%)
|
|
$
|
1.83
|
|
|
2019
|
|
Change
|
|
2018
|
||||
|
|
|
|
|
|
||||
Advertising & Marketing Services
|
$
|
1,226,607
|
|
|
11%
|
|
$
|
1,106,754
|
|
Subscription
|
1,005,030
|
|
|
20%
|
|
840,838
|
|
||
Political
|
38,478
|
|
|
(84%)
|
|
233,613
|
|
||
Other
|
29,382
|
|
|
13%
|
|
26,077
|
|
||
Total revenues (GAAP basis)
|
$
|
2,299,497
|
|
|
4%
|
|
$
|
2,207,282
|
|
Factors impacting comparisons:
|
|
|
|
|
|
||||
Estimated net incremental Olympic and Super Bowl
|
$
|
(8,000
|
)
|
|
(67%)
|
|
$
|
(24,000
|
)
|
Political
|
(38,478
|
)
|
|
(84%)
|
|
(233,613
|
)
|
||
Total company adjusted revenues (non-GAAP basis)
|
$
|
2,253,019
|
|
|
16%
|
|
$
|
1,949,669
|
|
|
|||||||||
|
2019
|
|
Change
|
|
2018
|
||||
|
|
|
|
|
|
||||
Net income from continuing operations (GAAP basis)
|
$
|
286,235
|
|
|
(29%)
|
|
$
|
401,340
|
|
Plus: Provision for income taxes
|
89,422
|
|
|
(17%)
|
|
107,367
|
|
||
Plus: Interest expense
|
205,470
|
|
|
7%
|
|
192,065
|
|
||
(Less): Equity income in unconsolidated investments, net
|
(10,149
|
)
|
|
(26%)
|
|
(13,792
|
)
|
||
Plus: Other non-operating items, net
|
(11,960
|
)
|
|
***
|
|
11,496
|
|
||
Operating income (GAAP basis)
|
$
|
559,018
|
|
|
(20%)
|
|
$
|
698,476
|
|
Plus: Severance expense
|
6,364
|
|
|
(13%)
|
|
7,287
|
|
||
Plus: Acquisition-related costs
|
30,756
|
|
|
***
|
|
—
|
|
||
Plus: Advisory fees related to activism defense
|
6,080
|
|
|
***
|
|
—
|
|
||
Less: Spectrum repacking reimbursements and other, net
|
(5,335
|
)
|
|
(54%)
|
|
(11,701
|
)
|
||
Adjusted operating income (non-GAAP basis)
|
$
|
596,883
|
|
|
(14%)
|
|
$
|
694,062
|
|
Plus: Depreciation
|
60,525
|
|
|
8%
|
|
55,949
|
|
||
Plus: Amortization of intangible assets
|
50,104
|
|
|
62%
|
|
30,838
|
|
||
Adjusted EBITDA (non-GAAP basis)
|
$
|
707,512
|
|
|
(9%)
|
|
$
|
780,849
|
|
Corporate - General and administrative expense (non-GAAP basis)
|
43,085
|
|
|
(8%)
|
|
46,986
|
|
||
Adjusted EBITDA, excluding Corporate (non-GAAP basis)
|
$
|
750,597
|
|
|
(9%)
|
|
$
|
827,835
|
|
|
2019
|
2018
|
||||
|
|
|
||||
Net Income from continuing operations (GAAP basis)
|
$
|
286,235
|
|
$
|
401,340
|
|
Plus: Provision for income taxes
|
89,422
|
|
107,367
|
|
||
Plus: Interest expense
|
205,470
|
|
192,065
|
|
||
Plus: Acquisition-related costs
|
30,756
|
|
—
|
|
||
Plus: Depreciation
|
60,525
|
|
55,949
|
|
||
Plus: Amortization
|
50,104
|
|
30,838
|
|
||
Plus: Stock-based compensation
|
20,146
|
|
12,531
|
|
||
Plus: Company stock 401(k) contribution
|
9,558
|
|
—
|
|
||
Plus: Syndicated programming amortization
|
60,757
|
|
53,435
|
|
||
Plus: Pension reimbursements
|
—
|
|
29,240
|
|
||
Plus: Severance expense
|
6,364
|
|
7,287
|
|
||
Plus: Advisory fees related to activism defense
|
6,080
|
|
—
|
|
||
Plus: Cash dividend from equity investments for return on capital
|
1,325
|
|
13,543
|
|
||
Plus: Cash reimbursements from spectrum repacking
|
16,974
|
|
7,400
|
|
||
(Less) Plus: Other non-operating items, net
|
(11,960
|
)
|
11,496
|
|
||
Less: Tax payments, net of refunds
|
(84,045
|
)
|
(62,889
|
)
|
||
Less: Spectrum repacking reimbursement and other, net
|
(5,335
|
)
|
(11,701
|
)
|
||
Less: Equity income in unconsolidated investments, net
|
(10,149
|
)
|
(13,792
|
)
|
||
Less: Syndicated programming payments
|
(58,436
|
)
|
(54,543
|
)
|
||
Less: Pension contributions
|
(23,101
|
)
|
(45,219
|
)
|
||
Less: Interest payments
|
(186,086
|
)
|
(182,465
|
)
|
||
Less: Purchases of property and equipment
|
(88,356
|
)
|
(65,230
|
)
|
||
Free cash flow (non-GAAP basis)
|
$
|
376,248
|
|
$
|
486,652
|
|
Full Year 2020 Key Guidance Metrics
|
|
Including All Acquisitions
As Reported1
|
|
|
|
Subscription Revenue
|
|
+ mid-twenties percent
|
Political Revenue
|
|
>$300 million
|
Non-GAAP Corporate Expenses
|
|
$41 - 43 million
|
Depreciation
|
|
$66 - 69 million
|
Amortization
|
|
$73 - 75 million
|
Interest Expense
|
|
$220 - 225 million
|
Total Capital Expenditures2
|
|
$62 - 66 million
|
Non-Recurring Cap Ex3
|
$20 - 24 million
|
|
Effective Tax Rate
|
|
23.5 - 24.5%
|
Leverage Ratio
|
|
~4.0x by year end (4.6x by mid-year)
|
Free Cash Flow as a % of est. combined 2019/20 Revenue
|
19 - 20%
|
|
Free Cash Flow as a % of est. combined 2020/21 Revenue
|
19 - 20%
|
|
|
||
1 Includes legacy TEGNA business and multicast networks Justice and Quest, Dispatch stations and Nexstar/Tribune station acquisitions subsequent to their acquisition dates; assumes no additional acquisitions or share buyback.
|
||
2 Prior to reimbursements for repack.
|
||
3 Approximately $7 million related to spectrum repacking; the remaining is related to investments in key projects such as our new master control, traffic streaming and monitoring platform.
|
•
|
We expect total revenue to grow percentage-wise in the mid-to-high twenties in 2021 compared to 2019 (prior non-election cycle odd year), driven by our newly renegotiated retransmission rates, accretive acquisitions and ongoing revenue growth from Premion.
|
•
|
Projected 2021 subscription and AMS revenue growth will all but offset the expected decline of political revenue in 2021 (based on 2020 guided amount above).
|
•
|
Our 2021 Adjusted EBITDA margin is expected to be in line with the 2019 margin benefiting from approximately $50 million in incremental cost savings from initiatives underway.
|
•
|
Nexstar Stations: On September 19, 2019, we completed the acquisition of 11 local television stations, including eight Big Four Affiliates from Nexstar Media Group. The purchase price was approximately $769.1 million and was financed through the use of a portion of a $1.1 billion Senior Notes issued on September 13, 2019 and borrowing under our revolving credit facility.
|
•
|
Dispatch Stations: On August 8, 2019, we completed the acquisition of Dispatch Broadcast Group’s two top-rated television stations and two radio stations. The purchase price was approximately $560.5 million which was financed through available cash and borrowing under our revolving credit facility.
|
•
|
Justice and Quest Multicast Networks: On June 18, 2019, we completed the acquisition of the remaining approximately 85% interest that we did not previously own in the multicast networks Justice Network and Quest from Cooper Media. Cash paid for this transaction was $77.1 million and was funded through available cash and borrowing under our revolving credit facility.
|
•
|
Gray stations: On January 2, 2019, we completed the acquisition of two television stations, WTOL, the CBS affiliate in Toledo, OH, and KWES, the NBC affiliate in Midland-Odessa from Gray Television, Inc. for approximately $109.9 million. The acquisition was funded through the use of available cash and borrowings under our revolving credit facility.
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Cash, cash equivalents and restricted cash from continuing operations
|
$
|
135,862
|
|
|
$
|
128,041
|
|
|
$
|
44,076
|
|
Cash, cash equivalents and restricted cash from discontinued operations
|
—
|
|
|
—
|
|
|
61,041
|
|
|||
Balance at beginning of the year
|
135,862
|
|
|
128,041
|
|
|
105,117
|
|
|||
|
|
|
|
|
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
286,235
|
|
|
405,665
|
|
|
215,046
|
|
|||
Non-cash adjustments
|
144,846
|
|
|
97,793
|
|
|
209,026
|
|
|||
Changes in working capital
|
(123,048
|
)
|
|
47,799
|
|
|
(40,798
|
)
|
|||
Changes in other assets and liabilities
|
(10,560
|
)
|
|
(24,048
|
)
|
|
6,155
|
|
|||
Net cash flows from operating activities
|
297,473
|
|
|
527,209
|
|
|
389,429
|
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Payments for acquisitions of businesses, net of cash acquired
|
(1,514,183
|
)
|
|
(328,433
|
)
|
|
—
|
|
|||
All other investing activities
|
(49,287
|
)
|
|
(45,983
|
)
|
|
176,231
|
|
|||
Net cash (used for) provided by investing activities
|
(1,563,470
|
)
|
|
(374,416
|
)
|
|
176,231
|
|
|||
|
|
|
|
|
|
||||||
Financing activities:
|
|
|
|
|
|
||||||
Proceeds from (payment of) borrowings under revolving credit facility, net
|
853,000
|
|
|
50,000
|
|
|
(635,000
|
)
|
|||
Proceeds from borrowings
|
1,100,000
|
|
|
—
|
|
|
—
|
|
|||
Debt repayments
|
(710,000
|
)
|
|
(121,146
|
)
|
|
(412,246
|
)
|
|||
Proceeds from Cars.com borrowings
|
—
|
|
|
—
|
|
|
675,000
|
|
|||
All other financing activities
|
(83,461
|
)
|
|
(73,826
|
)
|
|
(170,490
|
)
|
|||
Net cash provided by (used for) financing activities
|
1,159,539
|
|
|
(144,972
|
)
|
|
(542,736
|
)
|
|||
|
|
|
|
|
|
||||||
Net change in cash, cash equivalents and restricted cash
|
(106,458
|
)
|
|
7,821
|
|
|
22,924
|
|
|||
Cash, cash equivalents and restricted cash at end of year
|
$
|
29,404
|
|
|
$
|
135,862
|
|
|
$
|
128,041
|
|
Period
|
Leverage Ratio
|
July 1, 2019 to September 30, 2020
|
5.50 to 1.00
|
October 1, 2020 to March 31, 2021
|
5.25 to 1.00
|
April 1, 2021 to September 30, 2021
|
5.00 to 1.00
|
October 1, 2021 to September 30, 2022
|
4.75 to 1.00
|
October 1, 2022 and thereafter
|
4.50 to 1.00
|
Contractual obligations
|
Payments due by period
|
||||||||||||||
|
Total
|
|
2020
|
|
2021-2022
|
|
2023-2024
|
|
Thereafter
|
|
|||||
Long-term debt (1)
|
$
|
4,203,000
|
|
$
|
—
|
|
$
|
190,200
|
|
$
|
2,472,800
|
|
$
|
1,540,000
|
|
Interest payments (2)
|
1,065,303
|
|
176,109
|
|
306,511
|
|
239,141
|
|
343,542
|
|
|||||
Operating leases (3)
|
152,547
|
|
15,618
|
|
33,013
|
|
27,920
|
|
75,996
|
|
|||||
Talent and employment contracts (4)
|
262,077
|
|
133,070
|
|
118,700
|
|
9,102
|
|
1,205
|
|
|||||
Purchase obligations (5)
|
129,530
|
|
97,586
|
|
25,606
|
|
6,338
|
|
—
|
|
|||||
Programming contracts (6)
|
2,312,734
|
|
758,608
|
|
1,083,290
|
|
470,836
|
|
—
|
|
|||||
Other noncurrent liabilities (7)
|
54,407
|
|
7,389
|
|
11,416
|
|
10,783
|
|
24,819
|
|
|||||
Total
|
$
|
8,179,598
|
|
$
|
1,188,380
|
|
$
|
1,768,736
|
|
$
|
3,236,920
|
|
$
|
1,985,562
|
|
(1)
|
Long-term debt includes scheduled principal payments only. We have contractual debt maturities of $435.0 million in 2020. See Note 6 to the consolidated financial statements for further information.
|
(2)
|
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, 2019. We have $903.0 million of outstanding borrowings under our revolving credit facility as of December 31, 2019. We have not included estimated interest payments in the table above since payments into and out of the credit facility change daily. For illustrative purposes, assuming the December 31, 2019 revolving credit facility balance does not change during 2020 and rates remain at the same level as those existing as of December 31, 2019, we estimate interest payments in 2020 would be approximately $38.8 million.
|
(3)
|
See Note 8 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, 2019 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 2020, we expect no contributions to the TRP and $6.7 million to the SERP. 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
|
2019
|
|
2018
|
|
2017
|
||||||
Number of shares purchased
|
—
|
|
|
545
|
|
|
1,498
|
|
|||
Dollar amount purchased
|
$
|
—
|
|
|
$
|
5,831
|
|
|
$
|
23,480
|
|
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,
|
|||||
|
2019
|
2018
|
||||
|
|
|
||||
ASSETS
|
|
|
||||
Current assets
|
|
|
||||
Cash and cash equivalents
|
$
|
29,404
|
|
$
|
135,862
|
|
Accounts receivable, net of allowances of $3,723 and $3,090, respectively
|
581,765
|
|
425,404
|
|
||
Other receivables
|
19,640
|
|
20,967
|
|
||
Syndicated programming rights
|
49,616
|
|
35,252
|
|
||
Prepaid expenses and other current assets
|
26,899
|
|
17,737
|
|
||
Total current assets
|
707,324
|
|
635,222
|
|
||
Property and equipment
|
|
|
||||
Land
|
86,456
|
|
68,540
|
|
||
Buildings and improvements
|
322,961
|
|
259,053
|
|
||
Equipment, furniture and fixtures
|
553,995
|
|
489,799
|
|
||
Construction in progress
|
34,324
|
|
40,778
|
|
||
Total
|
997,736
|
|
858,170
|
|
||
Less accumulated depreciation
|
(512,015
|
)
|
(482,955
|
)
|
||
Net property and equipment
|
485,721
|
|
375,215
|
|
||
Intangible and other assets
|
|
|
||||
Goodwill
|
2,950,587
|
|
2,596,863
|
|
||
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $168,452 and $118,958, respectively
|
2,561,614
|
|
1,526,077
|
|
||
Right-of-use assets for operating leases
|
103,461
|
|
—
|
|
||
Investments and other assets
|
145,269
|
|
143,465
|
|
||
Total intangible and other assets
|
5,760,931
|
|
4,266,405
|
|
||
Total assets
|
$
|
6,953,976
|
|
$
|
5,276,842
|
|
|
|
|
TEGNA Inc.
CONSOLIDATED BALANCE SHEETS
|
||||||
In thousands of dollars, except par value and share amounts
|
|
|||||
|
Dec. 31,
|
|||||
|
2019
|
2018
|
||||
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
||||
Current liabilities
|
|
|
||||
Accounts payable
|
$
|
51,894
|
|
$
|
83,226
|
|
Accrued liabilities
|
|
|
||||
Compensation
|
63,876
|
|
52,726
|
|
||
Interest
|
46,013
|
|
37,458
|
|
||
Contracts payable for programming rights
|
119,872
|
|
112,059
|
|
||
Other
|
60,983
|
|
49,211
|
|
||
Dividends payable
|
15,188
|
|
15,154
|
|
||
Income taxes payable
|
3,332
|
|
19,383
|
|
||
Total current liabilities
|
361,158
|
|
369,217
|
|
||
Noncurrent liabilities
|
|
|
||||
Income taxes
|
7,490
|
|
13,624
|
|
||
Deferred income tax liability
|
515,621
|
|
396,847
|
|
||
Long-term debt
|
4,179,245
|
|
2,944,466
|
|
||
Pension liabilities
|
127,146
|
|
139,375
|
|
||
Operating lease liabilities
|
105,902
|
|
—
|
|
||
Other noncurrent liabilities
|
67,037
|
|
72,389
|
|
||
Total noncurrent liabilities
|
5,002,441
|
|
3,566,701
|
|
||
Total liabilities
|
5,363,599
|
|
3,935,918
|
|
||
|
|
|
||||
Commitments and contingent liabilities (see Note 13)
|
|
|
||||
|
|
|
||||
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
|
247,497
|
|
301,352
|
|
||
Retained earnings
|
6,655,088
|
|
6,429,512
|
|
||
Accumulated other comprehensive loss
|
(142,597
|
)
|
(136,511
|
)
|
||
Less treasury stock at cost, 106,955,082 shares and 108,660,002 shares, respectively
|
(5,494,030
|
)
|
(5,577,848
|
)
|
||
Total equity
|
1,590,377
|
|
1,340,924
|
|
||
Total liabilities and equity
|
$
|
6,953,976
|
|
$
|
5,276,842
|
|
TEGNA Inc.
CONSOLIDATED STATEMENTS OF INCOME
|
||||||||||
In thousands of dollars, except per share amounts
|
||||||||||
|
Dec. 31,
|
|||||||||
|
2019
|
2018
|
2017
|
|||||||
|
|
|
|
|||||||
Revenues
|
$
|
2,299,497
|
|
$
|
2,207,282
|
|
$
|
1,903,026
|
|
|
|
|
|
|
|||||||
Operating expenses:
|
|
|
|
|||||||
Cost of revenues1
|
1,228,237
|
|
1,065,933
|
|
933,718
|
|
||||
Business units - Selling, general and administrative expenses
|
326,804
|
|
315,320
|
|
287,396
|
|
||||
Corporate - General and administrative expenses
|
80,144
|
|
52,467
|
|
54,943
|
|
||||
Depreciation
|
60,525
|
|
55,949
|
|
55,068
|
|
||||
Amortization of intangible assets
|
50,104
|
|
30,838
|
|
21,570
|
|
||||
Spectrum repacking reimbursements and other, net (see Note 11)
|
(5,335
|
)
|
(11,701
|
)
|
4,429
|
|
||||
Total
|
1,740,479
|
|
1,508,806
|
|
1,357,124
|
|
||||
Operating income
|
559,018
|
|
698,476
|
|
545,902
|
|
||||
|
|
|
|
|||||||
Non-operating income (expense):
|
|
|
|
|||||||
Equity income in unconsolidated investments, net
|
10,149
|
|
13,792
|
|
10,402
|
|
||||
Interest expense
|
(205,470
|
)
|
(192,065
|
)
|
(210,284
|
)
|
||||
Other non-operating items, net
|
11,960
|
|
(11,496
|
)
|
(35,304
|
)
|
||||
Total
|
(183,361
|
)
|
(189,769
|
)
|
(235,186
|
)
|
||||
|
|
|
|
|||||||
Income before income taxes
|
375,657
|
|
508,707
|
|
310,716
|
|
||||
Provision (benefit) for income taxes
|
89,422
|
|
107,367
|
|
(137,246
|
)
|
||||
Income from continuing operations
|
286,235
|
|
401,340
|
|
447,962
|
|
||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
4,325
|
|
(232,916
|
)
|
||||
Net income
|
286,235
|
|
405,665
|
|
215,046
|
|
||||
Net loss attributable to noncontrolling interests from discontinued operations
|
—
|
|
—
|
|
58,698
|
|
||||
Net income attributable to TEGNA Inc.
|
$
|
286,235
|
|
$
|
405,665
|
|
$
|
273,744
|
|
|
|
|
|
|
|||||||
Earnings from continuing operations per share - basic
|
$
|
1.32
|
|
$
|
1.86
|
|
$
|
2.08
|
|
|
Earnings (loss) from discontinued operations per share - basic
|
—
|
|
0.02
|
|
(0.81
|
)
|
||||
Net income per share - basic
|
$
|
1.32
|
|
$
|
1.88
|
|
$
|
1.27
|
|
|
|
|
|
|
|||||||
Earnings from continuing operations per share - diluted
|
$
|
1.31
|
|
$
|
1.85
|
|
$
|
2.06
|
|
|
Earnings (loss) from discontinued operations per share - diluted
|
—
|
|
0.02
|
|
(0.80
|
)
|
||||
Net income per share - diluted
|
$
|
1.31
|
|
$
|
1.87
|
|
$
|
1.26
|
|
|
|
|
|
|
|||||||
Weighted average number of common shares outstanding:
|
|
|
|
|||||||
Basic shares
|
217,138
|
|
216,184
|
|
215,587
|
|
||||
Diluted shares
|
217,977
|
|
216,621
|
|
217,478
|
|
TEGNA Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
||||||||||
In thousands of dollars
|
||||||||||
|
Dec. 31,
|
|||||||||
|
2019
|
2018
|
2017
|
|||||||
|
|
|
|
|||||||
Net income
|
$
|
286,235
|
|
$
|
405,665
|
|
$
|
215,046
|
|
|
Redeemable noncontrolling interests (income not available to shareholders)
|
—
|
|
—
|
|
(2,797
|
)
|
||||
Other comprehensive (loss) income, before tax:
|
|
|
|
|||||||
Foreign currency translation adjustments
|
(774
|
)
|
362
|
|
34,563
|
|
||||
Pension and other post-retirement benefit items:
|
|
|
|
|||||||
Recognition of previously deferred post-retirement benefit plan costs
|
5,764
|
|
5,141
|
|
8,837
|
|
||||
Actuarial (loss) gain arising during the period
|
(13,822
|
)
|
(19,279
|
)
|
20,373
|
|
||||
Pension lump-sum payment charges
|
686
|
|
7,498
|
|
—
|
|
||||
Pension and other postretirement benefit items
|
(7,372
|
)
|
(6,640
|
)
|
29,210
|
|
||||
Unrealized gain on available for sale investment during the period
|
—
|
|
—
|
|
1,776
|
|
||||
Other comprehensive (loss) income, before tax
|
(8,146
|
)
|
(6,278
|
)
|
65,549
|
|
||||
Income tax effect related to components of other comprehensive income (loss)
|
2,060
|
|
1,535
|
|
(11,340
|
)
|
||||
Other comprehensive (loss) income, net of tax
|
(6,086
|
)
|
(4,743
|
)
|
54,209
|
|
||||
Comprehensive income
|
280,149
|
|
400,922
|
|
266,458
|
|
||||
Comprehensive loss attributable to noncontrolling interests, net of tax
|
—
|
|
—
|
|
55,676
|
|
||||
Comprehensive income attributable to TEGNA Inc.
|
$
|
280,149
|
|
$
|
400,922
|
|
$
|
322,134
|
|
TEGNA Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||
In thousands of dollars
|
Dec. 31,
|
|||||||||
|
2019
|
2018
|
2017
|
|||||||
|
|
|
|
|||||||
Cash flows from operating activities:
|
|
|
|
|||||||
Net income
|
$
|
286,235
|
|
$
|
405,665
|
|
$
|
215,046
|
|
|
Adjustments to reconcile net income to net cash flow from operating activities:
|
|
|
|
|||||||
Depreciation
|
60,525
|
|
55,949
|
|
74,637
|
|
||||
Amortization of intangible assets
|
50,104
|
|
30,838
|
|
61,870
|
|
||||
Stock-based compensation
|
20,146
|
|
12,531
|
|
17,098
|
|
||||
Company stock 401(k) contribution
|
9,558
|
|
—
|
|
—
|
|
||||
Loss on sale of CareerBuilder
|
—
|
|
—
|
|
342,900
|
|
||||
(Gains) losses on assets
|
(7,402
|
)
|
(4,991
|
)
|
19,803
|
|
||||
Provision (benefit) for deferred income taxes
|
22,064
|
|
17,258
|
|
(296,820
|
)
|
||||
Equity income in unconsolidated investees, net
|
(10,149
|
)
|
(13,792
|
)
|
(10,462
|
)
|
||||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|||||||
(Increase) decrease in trade receivables
|
(86,245
|
)
|
(5,351
|
)
|
14,541
|
|
||||
Increase (decrease) in accounts payable
|
(29,526
|
)
|
29,357
|
|
(21,474
|
)
|
||||
Increase (decrease) in interest and taxes payable
|
(8,284
|
)
|
22,895
|
|
(29,977
|
)
|
||||
Increase (decrease) in deferred revenue
|
1,007
|
|
898
|
|
(3,888
|
)
|
||||
Pension contributions, net of expense
|
(19,447
|
)
|
(42,015
|
)
|
(13,276
|
)
|
||||
Spectrum channel share proceeds
|
—
|
|
—
|
|
32,588
|
|
||||
Changes in other assets and liabilities, net
|
8,887
|
|
17,967
|
|
(13,157
|
)
|
||||
Net cash flows from operating activities
|
297,473
|
|
527,209
|
|
389,429
|
|
||||
Cash flows from investing activities:
|
|
|
|
|||||||
Purchase of property and equipment
|
(88,356
|
)
|
(65,230
|
)
|
(76,886
|
)
|
||||
Reimbursement from spectrum repacking
|
16,974
|
|
7,400
|
|
—
|
|
||||
Payments for acquisitions of businesses, net of cash acquired
|
(1,514,183
|
)
|
(328,433
|
)
|
—
|
|
||||
Payments for investments
|
(4,986
|
)
|
(11,677
|
)
|
(6,405
|
)
|
||||
Proceeds from investments
|
4,698
|
|
7,189
|
|
37,880
|
|
||||
Proceeds from sale of businesses and assets
|
22,383
|
|
16,335
|
|
205,188
|
|
||||
Proceeds from insurance settlements
|
—
|
|
—
|
|
16,454
|
|
||||
Net cash (used for) provided by investing activities
|
(1,563,470
|
)
|
(374,416
|
)
|
176,231
|
|
||||
Cash flows from by financing activities:
|
|
|
|
|||||||
Proceeds from (payments of) borrowings under revolving credit facilities, net
|
853,000
|
|
50,000
|
|
(635,000
|
)
|
||||
Proceeds from Cars.com borrowings
|
—
|
|
—
|
|
675,000
|
|
||||
Proceeds from borrowings
|
1,100,000
|
|
—
|
|
—
|
|
||||
Debt repayments
|
(710,000
|
)
|
(121,146
|
)
|
(412,246
|
)
|
||||
Payments for debt issuance and premiums for early redemption costs
|
(22,018
|
)
|
(5,269
|
)
|
(9,795
|
)
|
||||
Dividends paid
|
(60,624
|
)
|
(60,290
|
)
|
(90,170
|
)
|
||||
Repurchases of common stock
|
—
|
|
(5,831
|
)
|
(23,480
|
)
|
||||
Net settlement of stock for tax withholding and proceeds from stock option exercises
|
(819
|
)
|
(2,436
|
)
|
(3,932
|
)
|
||||
Distributions to noncontrolling membership interests
|
—
|
|
—
|
|
(22,980
|
)
|
||||
Cash transferred to the Cars.com business
|
—
|
|
—
|
|
(20,133
|
)
|
||||
Net cash provided by (used for) financing activities
|
1,159,539
|
|
(144,972
|
)
|
(542,736
|
)
|
||||
(Decrease) increase in cash, cash equivalents and restricted cash
|
(106,458
|
)
|
7,821
|
|
22,924
|
|
||||
Cash, cash equivalents and restricted cash from continuing operations, beginning of year
|
135,862
|
|
128,041
|
|
44,076
|
|
||||
Cash, cash equivalents and restricted cash from discontinued operations, beginning of year
|
—
|
|
—
|
|
61,041
|
|
||||
Balance of cash, cash equivalents and restricted cash at beginning of year
|
135,862
|
|
128,041
|
|
105,117
|
|
||||
Balance of cash, cash equivalents and restricted cash at end of year
|
$
|
29,404
|
|
$
|
135,862
|
|
$
|
128,041
|
|
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 as of 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 14)
|
|
|
(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 as of 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
|
|
|
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 as of Dec. 31, 2018
|
$
|
324,419
|
|
$
|
301,352
|
|
$
|
6,429,512
|
|
$
|
(136,511
|
)
|
$
|
(5,577,848
|
)
|
$
|
—
|
|
$
|
1,340,924
|
|
Net Income
|
|
|
286,235
|
|
|
|
|
286,235
|
|
||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
(6,086
|
)
|
|
|
(6,086
|
)
|
||||||||||||
Total comprehensive income
|
|
|
|
|
|
|
280,149
|
|
|||||||||||||
Dividends declared: $0.28 per share
|
|
|
(60,659
|
)
|
|
|
|
(60,659
|
)
|
||||||||||||
Company stock 401(k) contribution
|
|
(23,090
|
)
|
|
|
32,648
|
|
|
9,558
|
|
|||||||||||
Stock-based awards activity
|
|
(51,990
|
)
|
|
|
51,170
|
|
|
(820
|
)
|
|||||||||||
Stock-based compensation
|
|
20,146
|
|
|
|
|
|
20,146
|
|
||||||||||||
Other activity
|
|
1,079
|
|
|
|
|
|
1,079
|
|
||||||||||||
Balance as of Dec. 31, 2019
|
$
|
324,419
|
|
$
|
247,497
|
|
$
|
6,655,088
|
|
$
|
(142,597
|
)
|
$
|
(5,494,030
|
)
|
$
|
—
|
|
$
|
1,590,377
|
|
|
|
Year ended Dec. 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
Advertising & Marketing Services
|
|
$
|
1,226,607
|
|
|
$
|
1,106,754
|
|
|
$
|
1,139,642
|
|
Subscription
|
|
1,005,030
|
|
|
840,838
|
|
|
718,750
|
|
|||
Political
|
|
38,478
|
|
|
233,613
|
|
|
23,258
|
|
|||
Other
|
|
29,382
|
|
|
26,077
|
|
|
21,376
|
|
|||
Total revenues
|
|
$
|
2,299,497
|
|
|
$
|
2,207,282
|
|
|
$
|
1,903,026
|
|
Market
|
Station
|
Affiliation
|
Seller
|
Indianapolis, IN
|
WTHR
|
NBC
|
Dispatch Broadcast Group
|
Columbus, OH
|
WBNS
|
CBS
|
Dispatch Broadcast Group
|
Hartford-New Haven, CT
|
WTIC/WCCT
|
FOX/CW
|
Nexstar Media Group
|
Harrisburg-Lancaster-Lebanon-York, PA
|
WPMT
|
FOX
|
Nexstar Media Group
|
Memphis, TN
|
WATN/WLMT
|
ABC/CW
|
Nexstar Media Group
|
Wilkes Barre-Scranton, PA
|
WNEP
|
ABC
|
Nexstar Media Group
|
Des Moines-Ames, IA
|
WOI/KCWI
|
ABC/CW
|
Nexstar Media Group
|
Huntsville-Decatur-Florence, AL
|
WZDX
|
FOX
|
Nexstar Media Group
|
Davenport, IA and Rock Island-Moline, IL
|
WQAD
|
ABC
|
Nexstar Media Group
|
Ft. Smith-Fayetteville-Springdale-Rogers, AR
|
KFSM
|
CBS
|
Nexstar Media Group
|
Toledo, OH
|
WTOL
|
CBS
|
Gray Television
|
Midland-Odessa, TX
|
KWES
|
NBC
|
Gray Television
|
|
|
Nexstar Stations
|
|
Dispatch Stations
|
|
Justice & Quest
|
|
Gray Stations
|
|
Total
|
||||||||||
Cash
|
|
$
|
—
|
|
|
$
|
2,363
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,363
|
|
Accounts receivable
|
|
34,680
|
|
|
26,568
|
|
|
8,501
|
|
|
5,553
|
|
|
75,302
|
|
|||||
Prepaid expenses and other current assets
|
|
3,926
|
|
|
6,092
|
|
|
6,987
|
|
|
987
|
|
|
17,992
|
|
|||||
Property and equipment
|
|
40,821
|
|
|
40,418
|
|
|
361
|
|
|
11,757
|
|
|
93,357
|
|
|||||
Goodwill
|
|
115,225
|
|
|
197,829
|
|
|
23,558
|
|
|
18,756
|
|
|
355,368
|
|
|||||
FCC licenses
|
|
374,269
|
|
|
295,983
|
|
|
—
|
|
|
47,061
|
|
|
717,313
|
|
|||||
Network affiliation agreements
|
|
123,919
|
|
|
60,767
|
|
|
—
|
|
|
14,420
|
|
|
199,106
|
|
|||||
Retransmission agreements
|
|
83,413
|
|
|
38,569
|
|
|
—
|
|
|
12,957
|
|
|
134,939
|
|
|||||
Other intangible assets
|
|
—
|
|
|
—
|
|
|
52,553
|
|
|
—
|
|
|
52,553
|
|
|||||
Right-of-use assets for operating leases
|
|
22,715
|
|
|
362
|
|
|
—
|
|
|
251
|
|
|
23,328
|
|
|||||
Other noncurrent assets
|
|
237
|
|
|
—
|
|
|
5,253
|
|
|
18
|
|
|
5,508
|
|
|||||
Total assets acquired
|
|
$
|
799,205
|
|
|
$
|
668,951
|
|
|
$
|
97,213
|
|
|
$
|
111,760
|
|
|
$
|
1,677,129
|
|
Accounts payable
|
|
2,037
|
|
|
954
|
|
|
725
|
|
|
1
|
|
|
3,717
|
|
|||||
Accrued liabilities
|
|
7,294
|
|
|
9,011
|
|
|
4,236
|
|
|
1,604
|
|
|
22,145
|
|
|||||
Deferred income tax liability
|
|
—
|
|
|
98,287
|
|
|
(471
|
)
|
|
—
|
|
|
97,816
|
|
|||||
Operating lease liabilities - noncurrent
|
|
20,346
|
|
|
226
|
|
|
—
|
|
|
235
|
|
|
20,807
|
|
|||||
Other noncurrent liabilities
|
|
426
|
|
|
—
|
|
|
2,677
|
|
|
—
|
|
|
3,103
|
|
|||||
Total liabilities assumed
|
|
$
|
30,103
|
|
|
$
|
108,478
|
|
|
$
|
7,167
|
|
|
$
|
1,840
|
|
|
$
|
147,588
|
|
Net assets acquired
|
|
$
|
769,102
|
|
|
$
|
560,473
|
|
|
$
|
90,046
|
|
|
$
|
109,920
|
|
|
$
|
1,529,541
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Less: cash acquired
|
|
$
|
—
|
|
|
$
|
(2,363
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,363
|
)
|
Less: fair value of existing ownership
|
|
—
|
|
|
—
|
|
|
(12,995
|
)
|
|
—
|
|
|
(12,995
|
)
|
|||||
Cash paid for acquisitions
|
|
$
|
769,102
|
|
|
$
|
558,110
|
|
|
$
|
77,051
|
|
|
$
|
109,920
|
|
|
$
|
1,514,183
|
|
|
Year ended
|
||
|
Dec. 31, 2019
|
||
Revenue
|
$
|
184,977
|
|
Operating Income
|
$
|
39,149
|
|
|
Year ended Dec. 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenue
|
$
|
2,535,328
|
|
|
$
|
2,634,651
|
|
Net income
|
$
|
283,293
|
|
|
$
|
398,543
|
|
|
|
Goodwill
|
||
Balance as of Dec. 31, 2017
|
|
$
|
2,579,417
|
|
KFMB Stations acquisition
|
|
17,446
|
|
|
Balance as of Dec. 31, 2018
|
|
2,596,863
|
|
|
Recent Acquisitions
|
|
355,368
|
|
|
Disposition of a business unit
|
|
(1,644
|
)
|
|
Balance as of Dec. 31, 2019
|
|
$
|
2,950,587
|
|
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Dec. 31, 2019
|
|
|
|
|
|
|
||||||
Indefinite-lived intangibles:
|
|
|
|
|
|
|
||||||
Television and radio station FCC broadcast licenses
|
|
2,090,732
|
|
|
—
|
|
|
2,090,732
|
|
|||
Amortizable intangible assets:
|
|
|
|
|
|
|
||||||
Retransmission agreements
|
|
256,533
|
|
|
(105,212
|
)
|
|
151,321
|
|
|||
Network affiliation agreements
|
|
309,496
|
|
|
(48,174
|
)
|
|
261,322
|
|
|||
Other
|
|
73,305
|
|
|
(15,066
|
)
|
|
58,239
|
|
|||
Total indefinite-lived and amortizable intangible assets
|
|
$
|
2,730,066
|
|
|
$
|
(168,452
|
)
|
|
$
|
2,561,614
|
|
Dec. 31, 2018
|
|
|
|
|
|
|
||||||
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 indefinite-lived and amortizable intangible assets
|
|
$
|
1,645,035
|
|
|
$
|
(118,958
|
)
|
|
$
|
1,526,077
|
|
2020
|
|
$
|
73,439
|
|
2021
|
|
67,351
|
|
|
2022
|
|
64,209
|
|
|
2023
|
|
57,793
|
|
|
2024
|
|
51,330
|
|
|
Thereafter
|
|
156,760
|
|
|
Total
|
|
$
|
470,882
|
|
|
Dec. 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash value life insurance
|
$
|
52,462
|
|
|
$
|
50,452
|
|
Equity method investments
|
27,650
|
|
|
41,420
|
|
||
Other equity investments
|
32,383
|
|
|
24,497
|
|
||
Deferred debt issuance costs
|
10,921
|
|
|
9,350
|
|
||
Other long-term assets
|
21,853
|
|
|
17,746
|
|
||
Total
|
$
|
145,269
|
|
|
$
|
143,465
|
|
|
|||||||||||
2019
|
Current
|
|
Deferred
|
|
Total
|
||||||
Federal
|
$
|
59,791
|
|
|
$
|
21,345
|
|
|
$
|
81,136
|
|
State and other
|
7,567
|
|
|
719
|
|
|
8,286
|
|
|||
Total
|
$
|
67,358
|
|
|
$
|
22,064
|
|
|
$
|
89,422
|
|
|
|||||||||||
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
|
)
|
|
2019
|
|
2018
|
|
2017
|
U.S. statutory tax rate
|
21.0%
|
|
21.0%
|
|
35.0%
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|
|
State taxes (net of federal income tax benefit)
|
3.1
|
|
2.9
|
|
2.4
|
Domestic manufacturing deduction
|
—
|
|
—
|
|
(3.0)
|
Uncertain tax positions, settlements and lapse of statutes of limitations
|
(1.6)
|
|
(0.3)
|
|
(0.9)
|
Valuation allowances, tax rate changes, & other deferred adjustments
|
(1.7)
|
|
(1.0)
|
|
(6.3)
|
Valuation allowance on equity method investment
|
1.7
|
|
—
|
|
—
|
Enactment of the Tax Cuts and Jobs Act
|
—
|
|
(1.1)
|
|
(70.9)
|
Non-deductible transactions costs
|
0.3
|
|
—
|
|
1.2
|
Net excess benefits or expense on share-based payments
|
0.4
|
|
0.1
|
|
(0.4)
|
Other, net
|
0.6
|
|
(0.5)
|
|
(1.3)
|
Effective tax rate
|
23.8%
|
|
21.1%
|
|
(44.2%)
|
|
Dec. 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax liabilities
|
|
|
|
||||
Accelerated depreciation
|
$
|
62,951
|
|
|
$
|
43,396
|
|
Accelerated amortization of deductible intangibles
|
524,697
|
|
|
427,760
|
|
||
Right-of-use assets for operating leases
|
25,615
|
|
|
—
|
|
||
Other
|
3,677
|
|
|
2,655
|
|
||
Total deferred tax liabilities
|
616,940
|
|
|
473,811
|
|
||
Deferred tax assets
|
|
|
|
||||
Accrued compensation costs
|
16,180
|
|
|
13,440
|
|
||
Pension and post-retirement medical and life
|
35,192
|
|
|
34,679
|
|
||
Loss carryforwards
|
38,686
|
|
|
120,695
|
|
||
Operating lease liabilities
|
26,008
|
|
|
—
|
|
||
Other
|
30,914
|
|
|
34,044
|
|
||
Total deferred tax assets
|
146,980
|
|
|
202,858
|
|
||
Deferred tax asset valuation allowance
|
45,661
|
|
|
125,894
|
|
||
Total net deferred tax (liabilities)
|
$
|
(515,621
|
)
|
|
$
|
(396,847
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning at beginning of period
|
$
|
125,894
|
|
|
$
|
136,418
|
|
|
$
|
209,939
|
|
Additions to valuation allowance
|
9,545
|
|
|
3,908
|
|
|
40,180
|
|
|||
Reductions to valuation allowance
|
(89,778
|
)
|
|
(14,432
|
)
|
|
(113,701
|
)
|
|||
Balance at the end of the period
|
$
|
45,661
|
|
|
$
|
125,894
|
|
|
$
|
136,418
|
|
|
|||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Change in unrecognized tax benefits
|
|
|
|
|
|
||||||
Balance as of beginning of year
|
$
|
12,843
|
|
|
$
|
15,043
|
|
|
$
|
17,300
|
|
Additions based on tax positions related to the current year
|
—
|
|
|
40
|
|
|
156
|
|
|||
Additions for tax positions of prior years
|
—
|
|
|
2,631
|
|
|
11
|
|
|||
Reductions for tax positions of prior years
|
(959
|
)
|
|
—
|
|
|
(636
|
)
|
|||
Settlements
|
(288
|
)
|
|
(182
|
)
|
|
(852
|
)
|
|||
Reductions due to lapse of statutes of limitations
|
(3,546
|
)
|
|
(4,689
|
)
|
|
(936
|
)
|
|||
Balance as of end of year
|
$
|
8,050
|
|
|
$
|
12,843
|
|
|
$
|
15,043
|
|
|
Dec. 31,
|
||||||
|
2019
|
|
2018
|
||||
Unsecured floating rate term loan due quarterly through June 2020 (1)
|
$
|
20,000
|
|
|
$
|
60,000
|
|
Unsecured floating rate term loan due quarterly through September 2020 (1)
|
105,000
|
|
|
165,000
|
|
||
Unsecured notes bearing fixed rate interest at 5.125% paid October 2019
|
—
|
|
|
320,000
|
|
||
Unsecured notes bearing fixed rate interest at 5.125% due July 2020 (1)
|
310,000
|
|
|
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
|
|
||
Borrowings under revolving credit facility expiring August 2024
|
903,000
|
|
|
50,000
|
|
||
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
|
|
||
Unsecured notes bearing fixed rate interest at 5.00% due September 2029
|
1,100,000
|
|
|
—
|
|
||
Total principal long-term debt
|
4,203,000
|
|
|
2,960,000
|
|
||
Debt issuance costs
|
(26,873
|
)
|
|
(15,458
|
)
|
||
Other (fair market value adjustments and discounts)
|
3,118
|
|
|
(76
|
)
|
||
Total long-term debt
|
$
|
4,179,245
|
|
|
$
|
2,944,466
|
|
(1) We have either refinanced certain of this debt by issuing new long-term notes, or have the intent and ability to refinance the principal payments due within the next 12 months on a long-term basis through our revolving credit facility. As such, all debt presented in the table above is classified as long-term on our December 31, 2019 Consolidated Balance Sheet.
|
Period
|
Leverage Ratio
|
July 1, 2019 to September 30, 2020
|
5.50 to 1.00
|
October 1, 2020 to March 31, 2021
|
5.25 to 1.00
|
April 1, 2021 to September 30, 2021
|
5.00 to 1.00
|
October 1, 2021 to September 30, 2022
|
4.75 to 1.00
|
October 1, 2022 and thereafter
|
4.50 to 1.00
|
Repayment schedule of principal long-term debt as of Dec. 31, 2019
|
|
||
2020 (1)
|
$
|
—
|
|
2021 (1)
|
190,200
|
|
|
2022
|
—
|
|
|
2023
|
650,000
|
|
|
2024 (2)
|
1,822,800
|
|
|
Thereafter
|
1,540,000
|
|
|
Total
|
$
|
4,203,000
|
|
|
2019
|
2018
|
2017
|
||||||
Service cost-benefits earned during the period
|
$
|
8
|
|
$
|
12
|
|
$
|
872
|
|
Interest cost on benefit obligation
|
23,066
|
|
21,337
|
|
23,985
|
|
|||
Expected return on plan assets
|
(26,320
|
)
|
(30,935
|
)
|
(26,322
|
)
|
|||
Amortization of prior service cost
|
90
|
|
168
|
|
635
|
|
|||
Amortization of actuarial loss
|
6,123
|
|
5,124
|
|
8,357
|
|
|||
Pension payment timing related charge
|
686
|
|
7,498
|
|
26
|
|
|||
Expense for company-sponsored retirement plans
|
$
|
3,653
|
|
$
|
3,204
|
|
$
|
7,553
|
|
|
Fair Value of Plan Assets
|
Benefit Obligation
|
Funded Status
|
||||||
TRP
|
$
|
479,735
|
|
$
|
547,140
|
|
$
|
(67,405
|
)
|
SERP (1)
|
—
|
|
66,085
|
|
(66,085
|
)
|
|||
All other
|
—
|
|
470
|
|
(470
|
)
|
|||
Total
|
$
|
479,735
|
|
$
|
613,695
|
|
$
|
(133,960
|
)
|
|
Dec. 31,
|
|||||
|
2019
|
2018
|
||||
Accumulated benefit obligation
|
$
|
613,655
|
|
$
|
554,768
|
|
Fair value of plan assets
|
$
|
479,735
|
|
$
|
407,550
|
|
|
Dec. 31,
|
|||||
|
2019
|
2018
|
||||
Projected benefit obligation
|
$
|
613,695
|
|
$
|
554,795
|
|
Fair value of plan assets
|
$
|
479,735
|
|
$
|
407,550
|
|
|
Dec. 31,
|
|||||
|
2019
|
2018
|
||||
Net actuarial losses
|
$
|
(188,862
|
)
|
$
|
(182,610
|
)
|
Prior service cost
|
(1,797
|
)
|
(1,888
|
)
|
||
Amounts in accumulated other comprehensive loss
|
$
|
(190,659
|
)
|
$
|
(184,498
|
)
|
|
2019
|
2018
|
2017
|
||||||
Current year net actuarial loss
|
$
|
(13,060
|
)
|
$
|
(19,817
|
)
|
$
|
16,272
|
|
Amortization of previously deferred actuarial loss
|
6,123
|
|
5,124
|
|
8,357
|
|
|||
Amortization of previously deferred prior service costs
|
90
|
|
168
|
|
635
|
|
|||
Pension payment timing related charges
|
686
|
|
7,498
|
|
—
|
|
|||
Curtailment gain
|
—
|
|
—
|
|
4,716
|
|
|||
Prior service cost recognized in curtailment
|
—
|
|
—
|
|
26
|
|
|||
Total
|
$
|
(6,161
|
)
|
$
|
(7,027
|
)
|
$
|
30,006
|
|
|
2019
|
|
2018
|
|
2017
|
Discount rate
|
4.34%
|
|
3.64%
|
|
4.12%
|
Expected return on plan assets
|
6.75%
|
|
7.00%
|
|
7.00%
|
|
Dec. 31,
|
||
|
2019
|
|
2018
|
Discount rate
|
3.29%
|
|
4.34%
|
2020
|
$
|
47,741
|
|
2021
|
$
|
39,094
|
|
2022
|
$
|
40,183
|
|
2023
|
$
|
39,883
|
|
2024
|
$
|
40,025
|
|
2025-2029
|
$
|
192,826
|
|
•
|
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.
|
|
Dec 31, 2019
|
||
Assets
|
|
||
Right-of-use assets for operating leases
|
$
|
103,461
|
|
|
|
||
Liabilities
|
|
||
Operating lease liabilities (current)1
|
11,090
|
|
|
Operating lease liabilities (non-current)
|
105,902
|
|
|
Total operating lease liabilities
|
$
|
116,992
|
|
Future Period
|
Cash Payments
|
||
|
|
||
2020
|
$
|
15,618
|
|
2021
|
17,011
|
|
|
2022
|
16,002
|
|
|
2023
|
14,800
|
|
|
2024
|
13,120
|
|
|
Thereafter
|
75,996
|
|
|
Total lease payments
|
152,547
|
|
|
Less: amount of lease payments representing interest
|
35,555
|
|
|
Present value of lease liabilities
|
$
|
116,992
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Income from continuing operations
|
$
|
286,235
|
|
|
$
|
401,340
|
|
|
$
|
447,962
|
|
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
4,325
|
|
|
(232,916
|
)
|
|||
Net loss attributable to noncontrolling interests from discontinued operations
|
—
|
|
|
—
|
|
|
58,698
|
|
|||
Net income attributable to TEGNA Inc.
|
$
|
286,235
|
|
|
$
|
405,665
|
|
|
$
|
273,744
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding - basic
|
217,138
|
|
|
216,184
|
|
|
215,587
|
|
|||
Effect of dilutive securities
|
|
|
|
|
|
||||||
Restricted stock
|
461
|
|
|
139
|
|
|
659
|
|
|||
Performance share units
|
346
|
|
|
97
|
|
|
550
|
|
|||
Stock options
|
32
|
|
|
201
|
|
|
682
|
|
|||
Weighted average number of common shares outstanding - diluted
|
217,977
|
|
|
216,621
|
|
|
217,478
|
|
|||
|
|
|
|
|
|
||||||
Earnings from continuing operations per share - basic
|
$
|
1.32
|
|
|
$
|
1.86
|
|
|
$
|
2.08
|
|
Earnings from discontinued operations per share - basic
|
—
|
|
|
0.02
|
|
|
(0.81
|
)
|
|||
Earnings per share - basic
|
$
|
1.32
|
|
|
$
|
1.88
|
|
|
$
|
1.27
|
|
|
|
|
|
|
|
||||||
Earnings from continuing operations per share - diluted
|
$
|
1.31
|
|
|
$
|
1.85
|
|
|
$
|
2.06
|
|
Earnings from discontinued operations per share - diluted
|
—
|
|
|
0.02
|
|
|
(0.80
|
)
|
|||
Earnings per share - diluted
|
$
|
1.31
|
|
|
$
|
1.87
|
|
|
$
|
1.26
|
|
|
2017
|
Expected term
|
3 years
|
Expected volatility
|
29.90%
|
Risk-free interest rate
|
1.47%
|
Expected dividend yield
|
2.62%
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
RSUs
|
$
|
9,699
|
|
|
$
|
7,260
|
|
|
$
|
9,408
|
|
PSAs
|
9,277
|
|
|
2,693
|
|
|
—
|
|
|||
PSUs
|
1,170
|
|
|
2,578
|
|
|
6,234
|
|
|||
Stock options
|
—
|
|
|
—
|
|
|
427
|
|
|||
Total stock-based compensation
|
20,146
|
|
|
12,531
|
|
|
16,069
|
|
|||
Total income tax benefit (provision)
|
4,354
|
|
|
(184
|
)
|
|
7,442
|
|
|||
Stock-based compensation net of tax
|
$
|
15,792
|
|
|
$
|
12,715
|
|
|
$
|
8,627
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
RSU Activity
|
Shares
|
|
Weighted
average
fair value
|
|
Shares
|
|
Weighted
average
fair value
|
|
Shares
|
|
Weighted
average
fair value
|
|||||||||
Unvested at beginning of year
|
1,567,704
|
|
|
$
|
14.65
|
|
|
1,062,550
|
|
|
$
|
21.29
|
|
|
1,143,421
|
|
|
$
|
25.66
|
|
Granted
|
1,356,848
|
|
|
13.09
|
|
|
1,198,787
|
|
|
11.99
|
|
|
989,443
|
|
|
19.41
|
|
|||
Vested
|
(581,479
|
)
|
|
16.31
|
|
|
(477,050
|
)
|
|
15.11
|
|
|
(1,162,231
|
)
|
|
25.18
|
|
|||
Canceled
|
(210,137
|
)
|
|
14.53
|
|
|
(216,583
|
)
|
|
17.98
|
|
|
(514,460
|
)
|
|
21.49
|
|
|||
Adjustment due to spin-off of Cars.com (a)
|
—
|
|
|
|
|
—
|
|
|
|
|
606,377
|
|
|
|
||||||
Unvested at end of year (a)
|
2,132,936
|
|
|
$
|
13.22
|
|
|
1,567,704
|
|
|
$
|
14.65
|
|
|
1,062,550
|
|
|
$
|
21.29
|
|
|
2019
|
|
2018
|
||||||||||
PSAs Activity
|
Target number of shares
|
|
Weighted average fair value
|
|
Target number of shares
|
|
Weighted average fair value
|
||||||
Unvested at beginning of year
|
450,085
|
|
|
$
|
12.05
|
|
|
—
|
|
|
|
||
Granted
|
567,356
|
|
|
12.36
|
|
|
565,187
|
|
|
$
|
12.05
|
|
|
Vested
|
(261,286
|
)
|
|
12.16
|
|
|
(91,451
|
)
|
|
12.05
|
|
||
Canceled
|
(57,673
|
)
|
|
12.08
|
|
|
(23,651
|
)
|
|
12.05
|
|
||
Unvested at end of year
|
698,482
|
|
|
$
|
12.26
|
|
|
450,085
|
|
|
$
|
12.05
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
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
|
250,840
|
|
|
$
|
23.92
|
|
|
662,835
|
|
|
$
|
25.87
|
|
|
1,018,950
|
|
|
$
|
35.60
|
|
Granted
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
307,950
|
|
|
23.92
|
|
|||
Vested
|
(228,287
|
)
|
|
23.92
|
|
|
(383,095
|
)
|
|
27.19
|
|
|
(774,267
|
)
|
|
36.94
|
|
|||
Canceled
|
(22,553
|
)
|
|
23.92
|
|
|
(28,900
|
)
|
|
25.39
|
|
|
(68,573
|
)
|
|
31.80
|
|
|||
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
|
|
2019
|
Retirement Plans
|
|
Foreign Currency Translation (1)
|
|
Total
|
||||||
Balance at beginning of year
|
$
|
(136,893
|
)
|
|
$
|
382
|
|
|
$
|
(136,511
|
)
|
Other comprehensive loss before reclassifications
|
(10,339
|
)
|
|
(581
|
)
|
|
(10,920
|
)
|
|||
Amounts reclassified from AOCL
|
4,834
|
|
|
—
|
|
|
4,834
|
|
|||
Balance at end of year
|
$
|
(142,398
|
)
|
|
$
|
(199
|
)
|
|
$
|
(142,597
|
)
|
2018
|
Retirement Plans
|
|
Foreign Currency Translation (1)
|
|
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.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Amortization of prior service (credit) cost
|
$
|
(481
|
)
|
|
$
|
(403
|
)
|
|
$
|
63
|
|
Amortization of actuarial loss
|
6,246
|
|
|
5,544
|
|
|
8,774
|
|
|||
Pension payment timing related charges
|
686
|
|
|
7,498
|
|
|
—
|
|
|||
Total reclassifications, before tax
|
6,451
|
|
|
12,639
|
|
|
8,837
|
|
|||
Income tax effect
|
(1,617
|
)
|
|
(3,200
|
)
|
|
(3,392
|
)
|
|||
Total reclassifications, net of tax
|
$
|
4,834
|
|
|
$
|
9,439
|
|
|
$
|
5,445
|
|
|
|
|
2019
|
2018
|
2017
|
||||||
Reimbursement of spectrum repacking
|
$
|
(16,974
|
)
|
$
|
(7,400
|
)
|
$
|
—
|
|
||
Property and equipment (gains) impairments
|
(2,880
|
)
|
(5,989
|
)
|
2,183
|
|
|||||
Impairment charges related to assets held-for-sale
|
9,063
|
|
—
|
|
—
|
|
|||||
Contract termination and other costs related to national sales
|
5,456
|
|
—
|
|
—
|
|
|||||
Lease exit and other charges
|
—
|
|
551
|
|
1,350
|
|
|||||
Hurricane related losses, net
|
—
|
|
1,137
|
|
896
|
|
|||||
Total spectrum repacking reimbursements and other, net
|
$
|
(5,335
|
)
|
$
|
(11,701
|
)
|
$
|
4,429
|
|
|
Dec 31, 2019
|
|
Dec 31, 2018
|
|
Dec. 31, 2017
|
||||||
Cash and cash equivalents included in:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
29,404
|
|
|
$
|
135,862
|
|
|
$
|
98,801
|
|
Restricted cash equivalents included in:
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
—
|
|
|
—
|
|
|
29,240
|
|
|||
Cash, cash equivalents and restricted cash
|
$
|
29,404
|
|
|
$
|
135,862
|
|
|
$
|
128,041
|
|
|
For the year ended Dec. 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid for income taxes, net of refunds
|
$
|
84,045
|
|
|
$
|
62,889
|
|
|
$
|
154,693
|
|
Cash paid for interest
|
$
|
186,086
|
|
|
$
|
182,465
|
|
|
$
|
200,512
|
|
|
|
Programming Contracts
|
|
Purchase Obligations
|
||||
2020
|
|
$
|
758,608
|
|
|
$
|
97,586
|
|
2021
|
|
555,630
|
|
|
17,093
|
|
||
2022
|
|
527,660
|
|
|
8,513
|
|
||
2023
|
|
470,312
|
|
|
4,489
|
|
||
2024
|
|
524
|
|
|
1,849
|
|
||
Thereafter
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
2,312,734
|
|
|
$
|
129,530
|
|
|
2018
|
|
2017
|
||||
Revenues
|
$
|
—
|
|
|
$
|
647,021
|
|
Operating expenses
|
$
|
—
|
|
|
$
|
923,684
|
|
(Loss) income from discontinued operations, before income taxes
|
$
|
—
|
|
|
$
|
(277,742
|
)
|
(Benefit) provision for income taxes
|
$
|
(4,325
|
)
|
|
$
|
(44,826
|
)
|
Income (loss) from discontinued operations, net of tax
|
$
|
4,325
|
|
|
$
|
(232,916
|
)
|
Net loss (income) attributable to noncontrolling interests from discontinued operations
|
$
|
—
|
|
|
$
|
58,698
|
|
|
2017
|
||
Depreciation
|
$
|
19,569
|
|
Amortization of intangible assets
|
$
|
40,300
|
|
Capital expenditures
|
$
|
37,441
|
|
In thousands of dollars, except per share amounts
|
|
Fiscal Year
|
|||||||||||||
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Revenues
|
$
|
2,299,497
|
|
$
|
2,207,282
|
|
$
|
1,903,026
|
|
$
|
2,004,088
|
|
$
|
1,764,822
|
|
Operating expenses
|
1,740,479
|
|
1,508,806
|
|
1,357,124
|
|
1,295,936
|
|
1,134,528
|
|
|||||
Operating income
|
559,018
|
|
698,476
|
|
545,902
|
|
708,152
|
|
630,294
|
|
|||||
Non-operating (expense) income
|
|
|
|
|
|
||||||||||
Equity income (loss) in unconsolidated investments, net
|
10,149
|
|
13,792
|
|
10,402
|
|
(3,414
|
)
|
(2,795
|
)
|
|||||
Interest expense
|
(205,470
|
)
|
(192,065
|
)
|
(210,284
|
)
|
(231,995
|
)
|
(273,152
|
)
|
|||||
Other non-operating expenses
|
11,960
|
|
(11,496
|
)
|
(35,304
|
)
|
(23,452
|
)
|
(8,681
|
)
|
|||||
Total
|
(183,361
|
)
|
(189,769
|
)
|
(235,186
|
)
|
(258,861
|
)
|
(284,628
|
)
|
|||||
Income before income taxes
|
375,657
|
|
508,707
|
|
310,716
|
|
449,291
|
|
345,666
|
|
|||||
Provision (Benefit) for income taxes
|
89,422
|
|
107,367
|
|
(137,246
|
)
|
140,171
|
|
116,060
|
|
|||||
Income from continuing operations
|
$
|
286,235
|
|
$
|
401,340
|
|
$
|
447,962
|
|
$
|
309,120
|
|
$
|
229,606
|
|
Income from continuing operations per share:
|
|
|
|
|
|
||||||||||
basic
|
$
|
1.32
|
|
$
|
1.86
|
|
$
|
2.08
|
|
$
|
1.43
|
|
$
|
1.02
|
|
diluted
|
$
|
1.31
|
|
$
|
1.85
|
|
$
|
2.06
|
|
$
|
1.41
|
|
$
|
1.00
|
|
Other selected financial data
|
|
|
|
|
|
||||||||||
Dividends declared per share
|
$
|
0.28
|
|
$
|
0.28
|
|
$
|
0.35
|
|
$
|
0.56
|
|
$
|
0.68
|
|
Weighted average number of common shares outstanding
|
|
|
|
|
|
||||||||||
basic
|
217,138
|
|
216,184
|
|
215,587
|
|
216,358
|
|
224,688
|
|
|||||
diluted
|
217,977
|
|
216,621
|
|
217,478
|
|
219,681
|
|
229,721
|
|
|||||
Financial position
|
|
|
|
|
|
||||||||||
Long-term debt, excluding current maturities (1)
|
$
|
4,179,245
|
|
$
|
2,944,466
|
|
$
|
3,007,047
|
|
$
|
4,042,749
|
|
$
|
4,169,016
|
|
TEGNA Inc. Shareholders’ equity (2)
|
$
|
1,590,377
|
|
$
|
1,340,924
|
|
$
|
995,041
|
|
$
|
2,271,418
|
|
$
|
2,191,971
|
|
Total assets (2)
|
$
|
6,953,976
|
|
$
|
5,276,842
|
|
$
|
4,962,115
|
|
$
|
8,542,725
|
|
$
|
8,505,958
|
|
Return on equity (3)
|
19.5
|
%
|
34.7
|
%
|
16.8
|
%
|
19.6
|
%
|
16.9
|
%
|
(1)
|
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. The increase in long-term debt in 2019 is due to the $1.5 billion spent on business acquisitions (see Note 2 and Note 6 to the consolidated financial statements for further details).
|
(2)
|
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.
|
(3)
|
Calculated using income from continuing operations plus earnings from discontinued operations.
|
Acquisitions 2019-2015
|
|
|
|
Year
|
Name
|
Location
|
Description of Business
|
2019
|
WTIC/WCCT, WPMT, WATN/WLMT, WNEP, WOI/KCWI, WZDX, WQAD and KFSM
|
Hartford-New Haven, CT, Harrisburg-Lancaster-Lebanon-York, PA, Memphis, TN, Wilkes Barre-Scranton, PA, Des Moines-Ames, IA, Huntsville-Decatur-Florence, AL, Davenport, IA and Rock Island-Moline, IL and Ft. Smith-Fayetteville-Springdale-Rogers, AR
|
Acquired from Nexstar Media Group 11 local television stations in eight markets, including eight Big Four affiliates
|
|
WTHR, WALV, WBNS, and WBNS Radio
|
Indianapolis, IN and Columbus, OH
|
Acquired from Dispatch Broadcast Group two television and two radio stations
|
|
KTTU
|
Tucson, AZ
|
Television station
|
|
Justice Network and Quest
|
Atlanta, GA
|
Acquired from Cooper Media two Multicast channels
|
|
WTOL and KWES
|
Toledo, OH and Midland-Odessa, TX
|
Acquired from Gray Television, Inc. two television stations
|
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
|
Dispositions 2019-2015
|
|||
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
|
QUARTERLY STATEMENTS OF INCOME (Unaudited)
|
|||||||||||||||||||
In thousands of dollars, except per share amounts
|
2019 Quarters
|
||||||||||||||||||
|
First (1)
|
|
Second (2)
|
|
Third (3)
|
|
Fourth (4)
|
|
Total
|
||||||||||
Revenues
|
$
|
516,753
|
|
|
$
|
536,932
|
|
|
$
|
551,857
|
|
|
$
|
693,955
|
|
|
$
|
2,299,497
|
|
Operating income
|
132,649
|
|
|
142,812
|
|
|
106,833
|
|
|
176,724
|
|
|
559,018
|
|
|||||
Net income attributable to TEGNA Inc.
|
73,979
|
|
|
79,955
|
|
|
48,346
|
|
|
83,955
|
|
|
286,235
|
|
|||||
Net income per share - diluted
|
$
|
0.34
|
|
|
$
|
0.37
|
|
|
$
|
0.22
|
|
|
$
|
0.38
|
|
|
$
|
1.31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
In thousands of dollars, except per share amounts
|
2018 Quarters
|
||||||||||||||||||
|
First
|
|
Second (5)
|
|
Third (6)
|
|
Fourth (7)
|
|
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
|
|
(2)
|
Special items primarily related to $5.2 million of acquisition-related costs associated with business acquisitions and $1.5 million of severance expense, partially offset by $4.3 million of a gain due to reimbursements from the FCC for required spectrum repacking, which totaled $2.4 million ($2.0 million after-tax or $0.01 per share).
|
(3)
|
Special items primarily related to $20.0 million of acquisition-related costs associated with business acquisitions and $5.5 million of one-time contract termination and incremental transition costs related to bringing our national sales organization in-house, partially offset by $5.5 million of a gain due to reimbursements from the FCC for required spectrum repacking, which totaled $19.9 million ($16.0 million after-tax or $0.07 per share).
|
(4)
|
Special items primarily related to $9.1 million of impairment costs primarily associated with an expected disposition of a business unit, $6.1 million of advisory fees related to activism defense and $1.6 million acquisition-related costs, $4.9 million of severance expense, partially offset by $3.0 million FCC spectrum repacking reimbursements totaled $18.7 million ($14.2 million after-tax or $0.06 per share).
|
(5)
|
Special items primarily related to gains from the sale of real estate in Houston and FCC spectrum repacking reimbursements, partially offset by an early release termination payment totaled $6.3 million ($6.3 million after-tax or $0.03 per share).
|
(6)
|
Special items primarily related to $7.3 million of severance expense, 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).
|
(7)
|
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.
|
(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
|
|
Tenth Supplemental Indenture, dated as of July 29, 2013, between TEGNA Inc. and U.S. Bank National Association, as Trustee.
|
|
|
|
|
|
|
|
4-5
|
|
Eleventh Supplemental Indenture, dated as of October 3, 2013, between TEGNA Inc. and U.S. Bank National Association as Trustee.
|
|
|
|
|
|
|
|
4-6
|
|
Thirteenth Supplemental Indenture, dated as of September 13, 2019, between TEGNA Inc. and U.S. Bank National Association, as Trustee.
|
|
|
|
|
|
|
|
4-7
|
|
Description of Securities.
|
|
|
|
|
|
|
|
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.*
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit
|
|
Location
|
|
|
|
|
|
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.*
|
|
|
|
|
|
|
|
10-4-8
|
|
Amendment No. 7 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals, dated as of May 3, 2017.*
|
|
|
|
|
|
|
|
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.*
|
|
|
|
|
|
|
|
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.*
|
|
|
|
|
|
|
|
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.*
|
|
|
|
|
|
|
|
10-6
|
|
TEGNA Inc. Transitional Compensation Plan Restatement.*
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit
|
|
Location
|
|
|
|
|
|
10-6-1
|
|
Amendment No. 1 to TEGNA Inc. Transitional Compensation Plan Restatement dated as of May 4, 2010.*
|
|
|
|
|
|
|
|
10-6-2
|
|
Amendment No. 2 to TEGNA Inc. Transitional Compensation Plan Restatement dated as of December 22, 2010.*
|
|
|
|
|
|
|
|
10-6-3
|
|
Amendment No. 3 to TEGNA Inc. Transitional Compensation Plan Restatement dated as of June 26, 2015.*
|
|
|
|
|
|
|
|
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.*
|
|
|
|
|
|
|
|
10-8
|
|
Form of Director Stock Option Award Agreement.*
|
|
|
|
|
|
|
|
10-9
|
|
Form of Director Restricted Stock Unit Award Agreement.*
|
|
|
|
|
|
|
|
10-9-1
|
|
Form of Director Restricted Stock Unit Award Agreement.*
|
|
|
|
|
|
|
|
10-10
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.*
|
|
|
|
|
|
|
|
10-10-1
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.*
|
|
|
|
|
|
|
|
10-10-2
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.*
|
|
|
|
|
|
|
|
10-10-3
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.*
|
|
|
|
|
|
|
|
10-10-4
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement.*
|
|
|
|
|
|
|
|
10-11
|
|
Form of Executive Officer Performance Share Award Agreement.*
|
|
|
|
|
|
|
|
10-11-1
|
|
Form of Executive Officer Performance Share Award Agreement.*
|
|
|
|
|
|
|
|
10-11-2
|
|
Form of Executive Officer Performance Share Award Agreement.*
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit
|
|
Location
|
|
|
|
|
|
10-11-3
|
|
Form of Executive Officer Performance Share Award Agreement.*
|
|
|
|
|
|
|
|
10-11-4
|
|
Form of Executive Officer Performance Share Award Agreement.*
|
|
|
|
|
|
|
|
10-12
|
|
Description of TEGNA Inc.’s Non-Employee Director Compensation.*
|
|
|
|
|
|
|
|
10-13
|
|
Amendment for Section 409A Plans dated December 31, 2008.*
|
|
|
|
|
|
|
|
10-14
|
|
Executive Life Insurance Plan document dated December 31, 2008.*
|
|
|
|
|
|
|
|
10-14-1
|
|
Amendment No. 1 to the TEGNA Inc. Executive Life Insurance Plan Document dated as of June 26, 2015.*
|
|
|
|
|
|
|
|
10-15
|
|
Key Executive Life Insurance Plan dated October 29, 2010.*
|
|
|
|
|
|
|
|
10-15-1
|
|
Amendment No. 1 to the TEGNA Inc. Key Executive Life Insurance Plan dated as of June 26, 2015.*
|
|
|
|
|
|
|
|
10-15-2
|
|
Form of Participation Agreement under Key Executive Life Insurance Plan.*
|
|
|
|
|
|
|
|
10-16
|
|
Omnibus Amendment to Terms and Conditions of Stock Option Awards dated as of December 31, 2008.*
|
|
|
|
|
|
|
|
10-17
|
|
Omnibus Amendment to Outstanding Award Agreements of Certain Executives effective as of November 1, 2016.*
|
|
|
|
|
|
|
|
10-18
|
|
TEGNA Inc. 2015 Change in Control Severance Plan, as amended through May 30, 2017.*
|
|
|
|
|
|
|
|
10-18-1
|
|
Amendment No. 1 to the TEGNA Inc. 2015 Change in Control Severance Plan, as amended through May 30, 2017.*
|
|
|
|
|
|
|
|
10-19
|
|
TEGNA Inc. Executive Severance Plan, as amended through May 30, 2017.*
|
|
|
|
|
|
|
|
10-19-1
|
|
Amendment No. 1 to the TEGNA Inc. Executive Severance Plan, as amended through May 30, 2017.*
|
|
|
|
|
|
|
|
10-20
|
|
Offer Letter between TEGNA Inc. and David T. Lougee, dated as of May 3, 2017.*
|
|
|
|
|
|
|
|
10-21
|
|
Letter Agreement between TEGNA Inc. and Victoria D. Harker, dated as of May 4, 2017.*
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit
|
|
Location
|
|
|
|
|
|
10-22
|
|
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.
|
|
|
|
|
|
|
|
10-22-1
|
|
Master Assignment and Assumption, dated as of August 5, 2013, by and between each of the lenders listed thereon as assignors and/or assignees.
|
|
|
|
|
|
|
|
10-22-2
|
|
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.
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit
|
|
Location
|
|
|
|
|
|
10-22-3
|
|
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.
|
|
|
|
|
|
|
|
10-22-4
|
|
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.
|
|
|
|
|
|
|
|
10-22-5
|
|
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.
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10-22-6
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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.
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10-22-7
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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.
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10-22-8
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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.
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10-22-9
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Twelfth Amendment, dated as of August 15, 2019, to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2015, 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, and as further amended as of June 21, 2018, 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.
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Exhibit Number
|
|
Exhibit
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Location
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10-23
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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.
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10-23-1
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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.
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10-23-2
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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.
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10-23-3
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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.
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10-24
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Asset Purchase Agreement, dated as of March 20, 2019, by and among Nexstar Media Group, Inc., Belo Holdings, Inc. and TEGNA Inc.
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10-25
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Agreement and Plan of Merger, dated as of June 10, 2019, by and among RadiOhio Incorporated, Radio Acquisition Corp., TEGNA Inc., and Michael J. Fiorile, solely in his capacity as Stockholder Representative.
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10-26
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Stock Purchase Agreement, dated as of June 10, 2019, by and among VideoIndiana, Inc., the Sellers named therein, Michael J. Fiorile, solely in his capacity as Stockholder Representative, and TEGNA Inc.
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10-27
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Stock Purchase Agreement, dated as of June 10, 2019, by and among WBNS TV, Inc., the Sellers named therein, Michael J. Fiorile, solely in his capacity as Stockholder Representative, and TEGNA Inc.
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21
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Subsidiaries of TEGNA Inc.
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23.1
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Consent of Independent Registered Public Accounting Firm.
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23.2
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Consent of Independent Registered Public Accounting Firm.
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31-1
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Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
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31-2
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Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
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32-1
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Section 1350 Certification.
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32-2
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Section 1350 Certification.
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101.INS
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XBRL Instance Document - the instance document does not appear in the Interactive Date file because its Inline XBRL tags are embedded within the Inline XBRL document.
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Attached.
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document.
|
|
Attached.
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase.
|
|
Attached.
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101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Document.
|
|
Attached.
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
Attached.
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101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase.
|
|
Attached.
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104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
|
Attached.
|
Dated: March 2, 2020
|
TEGNA Inc. (Registrant)
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||
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By:
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/s/ Victoria D. Harker
|
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Victoria D. Harker,
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Executive Vice President and Chief Financial Officer
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(principal financial officer)
|
Dated: March 2, 2020
|
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/s/ David T. Lougee
|
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David T. Lougee,
|
|
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President and Chief Executive Officer
|
|
|
(principal executive officer)
|
Dated: March 2, 2020
|
|
/s/ Victoria D. Harker
|
|
|
Victoria D. Harker,
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(principal financial officer)
|
|
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|
Dated: March 2, 2020
|
|
/s/ Clifton A. McClelland III
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|
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Clifton A. McClelland III
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|
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Senior Vice President and Controller
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|
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(principal accounting officer)
|
Dated: March 2, 2020
|
/s/ Gina Bianchini
|
|
Gina Bianchini, Director
|
Dated: March 2, 2020
|
/s/ Howard D. Elias
|
|
Howard D. Elias, Director, Chairman
|
Dated: March 2, 2020
|
/s/ Stuart Epstein
|
|
Stuart Epstein, Director
|
Dated: March 2, 2020
|
/s/ Lidia Fonseca
|
|
Lidia Fonseca, Director
|
Dated: March 2, 2020
|
/s/ David T. Lougee
|
|
David T. Lougee, Director
|
Dated: March 2, 2020
|
/s/ Scott K. McCune
|
|
Scott K. McCune, Director
|
Dated: March 2, 2020
|
/s/ Henry W. McGee
|
|
Henry W. McGee, Director
|
Dated: March 2, 2020
|
/s/ Susan Ness
|
|
Susan Ness, Director
|
Dated: March 2, 2020
|
/s/ Bruce P. Nolop
|
|
Bruce P. Nolop, Director
|
Dated: March 2, 2020
|
(1)
|
|
Karen Grimes, Director
|
Dated: March 2, 2020
|
/s/ Neal Shapiro
|
|
Neal Shapiro, Director
|
Dated: March 2, 2020
|
/s/ Melinda C. Witmer
|
|
Melinda C. Witmer, Director
|
|
•
|
|
prior to that date, the board of directors of the company approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
|
|
•
|
|
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the company outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares of voting stock outstanding (but not the voting stock owned by the interested stockholder) those shares owned by persons who are directors and also officers and by excluding employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
|
•
|
|
on or subsequent to that date, the business combination is approved by the board of directors of the company and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
|
|
•
|
|
any merger or consolidation involving the company and the interested stockholder or other entity if such transaction was caused by the interested stockholder;
|
|
•
|
|
any sale, lease, exchange, mortgage, transfer, pledge or other disposition of 10% or more of the assets of the company involving the interested stockholder;
|
|
•
|
|
subject to certain exceptions, any transaction that results in the issuance or transfer by the company of any stock of the company to the interested stockholder;
|
|
•
|
|
any transaction involving the company that has the effect of increasing the proportionate share of the stock of any class or series of the company beneficially owned by the interested stockholder; or
|
|
•
|
|
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the company.
|
NAME OF SUBSIDIARY
|
STATE OF INCORPORATION
|
6600 BROADVIEW, LLC*
|
OHIO
|
BELO ADVERTISING CUSTOMER SERVICES, INC.
|
DELAWARE
|
BELO CAPITAL BUREAU, INC.
|
DELAWARE
|
BELO CORP.
|
DELAWARE
|
BELO HOLDINGS, INC.
|
DELAWARE
|
BELO INVESTMENT, LLC
|
DELAWARE
|
BELO KENTUCKY, INC.
|
KENTUCKY
|
BELO LEAD MANAGEMENT, LLC*
|
DELAWARE
|
BELO MANAGEMENT SERVICES, INC.
|
DELAWARE
|
BELO SAN ANTONIO, INC.
|
DELAWARE
|
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
|
CORPORATE ARENA ASSOCIATES, INC.
|
TEXAS
|
DAILY BLAST LIVE, LLC
|
DELAWARE
|
FIRST COAST TOWER GROUP*
|
FLORIDA
|
G/O DIGITAL MARKETING, LLC
|
DELAWARE
|
GTG ENTERTAINMENT, A CALIFORNIA LIMITED PARTNERSHIP*
|
CALIFORNIA
|
GTMP HOLDINGS, LLC
|
DELAWARE
|
HILL TOWER, INC.*
|
TEXAS
|
KENS-TV, INC.
|
DELAWARE
|
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
|
MULTIMEDIA HOLDINGS CORPORATION
|
SOUTH CAROLINA
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of TEGNA Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ David T. Lougee
|
|
David T. Lougee
President and Chief Executive Officer (principal executive officer)
|
|
1.
|
I have reviewed this annual report on Form 10-K of TEGNA Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Victoria D. Harker
|
|
Victoria D. Harker
Chief Financial Officer (principal financial officer)
|
|
/s/ David T. Lougee
|
|
David T. Lougee
President and Chief Executive Officer (principal executive officer)
|
|
/s/ Victoria D. Harker
|
|
Victoria D. Harker
Chief Financial Officer (principal financial officer)
|
|