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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
|
16-0442930
|
||
(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, 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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|
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Securities registered pursuant to Section 12(b) of the Act:
|
||
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Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
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Common Stock
|
TGNA
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New York Stock Exchange
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Large accelerated filer
|
☒
|
Accelerated filer
|
☐
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|
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Non-accelerated filer
|
☐
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Smaller reporting company
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☐
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Emerging growth company
|
☐
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Item No.
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Page
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PART I. FINANCIAL INFORMATION
|
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1.
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Financial Statements
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2.
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3.
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4.
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PART II. OTHER INFORMATION
|
|
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|
|
1.
|
||
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|
|
1A.
|
||
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|
|
2.
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||
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|
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3.
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||
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|
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4.
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||
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5.
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6.
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June 30, 2020
|
|
Dec. 31, 2019
|
||||
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|
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|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
173,070
|
|
|
$
|
29,404
|
|
Accounts receivable, net of allowances of $8,808 and $3,723, respectively
|
485,211
|
|
|
581,765
|
|
||
Other receivables
|
14,909
|
|
|
19,640
|
|
||
Syndicated programming rights
|
18,786
|
|
|
49,616
|
|
||
Prepaid expenses and other current assets
|
19,081
|
|
|
26,899
|
|
||
Total current assets
|
711,057
|
|
|
707,324
|
|
||
Property and equipment
|
|
|
|
||||
Cost
|
1,025,235
|
|
|
997,736
|
|
||
Less accumulated depreciation
|
(544,274
|
)
|
|
(512,015
|
)
|
||
Net property and equipment
|
480,961
|
|
|
485,721
|
|
||
Intangible and other assets
|
|
|
|
||||
Goodwill
|
2,968,655
|
|
|
2,950,587
|
|
||
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $201,355 and $168,452, respectively
|
2,518,140
|
|
|
2,561,614
|
|
||
Right-of-use assets for operating leases
|
101,574
|
|
|
103,461
|
|
||
Investments and other assets
|
148,031
|
|
|
145,269
|
|
||
Total intangible and other assets
|
5,736,400
|
|
|
5,760,931
|
|
||
Total assets
|
$
|
6,928,418
|
|
|
$
|
6,953,976
|
|
|
June 30, 2020
|
|
Dec. 31, 2019
|
||||
|
|
|
|
||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
37,019
|
|
|
$
|
51,894
|
|
Accrued liabilities
|
|
|
|
|
|||
Compensation
|
44,909
|
|
|
63,876
|
|
||
Interest
|
50,464
|
|
|
46,013
|
|
||
Contracts payable for programming rights
|
101,182
|
|
|
119,872
|
|
||
Other
|
65,333
|
|
|
60,983
|
|
||
Dividends payable
|
—
|
|
|
15,188
|
|
||
Income taxes payable
|
17,631
|
|
|
3,332
|
|
||
Total current liabilities
|
316,538
|
|
|
361,158
|
|
||
Noncurrent liabilities
|
|
|
|
||||
Income taxes
|
7,311
|
|
|
7,490
|
|
||
Deferred income tax liability
|
523,528
|
|
|
515,621
|
|
||
Long-term debt
|
4,098,076
|
|
|
4,179,245
|
|
||
Pension liabilities
|
118,114
|
|
|
127,146
|
|
||
Operating lease liabilities
|
103,466
|
|
|
105,902
|
|
||
Other noncurrent liabilities
|
71,705
|
|
|
67,037
|
|
||
Total noncurrent liabilities
|
4,922,200
|
|
|
5,002,441
|
|
||
Total liabilities
|
5,238,738
|
|
|
5,363,599
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interest (see Note 11)
|
14,373
|
|
|
—
|
|
||
|
|
|
|
||||
Commitments and contingent liabilities (see Note 11)
|
|
|
|
|
|
||
|
|
|
|
||||
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
|
140,255
|
|
|
247,497
|
|
||
Retained earnings
|
6,729,896
|
|
|
6,655,088
|
|
||
Accumulated other comprehensive loss
|
(140,179
|
)
|
|
(142,597
|
)
|
||
Less treasury stock at cost, 105,661,402 shares and 106,955,082 shares, respectively
|
(5,379,084
|
)
|
|
(5,494,030
|
)
|
||
Total equity
|
1,675,307
|
|
|
1,590,377
|
|
||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
6,928,418
|
|
|
$
|
6,953,976
|
|
|
Quarter ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
577,627
|
|
|
$
|
536,932
|
|
|
$
|
1,261,816
|
|
|
$
|
1,053,685
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenues1
|
355,367
|
|
|
285,293
|
|
|
724,735
|
|
|
566,604
|
|
||||
Business units - Selling, general and administrative expenses
|
85,008
|
|
|
73,941
|
|
|
177,976
|
|
|
145,406
|
|
||||
Corporate - General and administrative expenses
|
28,312
|
|
|
15,836
|
|
|
50,026
|
|
|
30,571
|
|
||||
Depreciation
|
16,711
|
|
|
14,533
|
|
|
33,611
|
|
|
29,450
|
|
||||
Amortization of intangible assets
|
17,248
|
|
|
8,823
|
|
|
33,464
|
|
|
17,512
|
|
||||
Spectrum repacking reimbursements and other, net
|
(116
|
)
|
|
(4,306
|
)
|
|
(7,631
|
)
|
|
(11,319
|
)
|
||||
Total
|
502,530
|
|
|
394,120
|
|
|
1,012,181
|
|
|
778,224
|
|
||||
Operating income
|
75,097
|
|
|
142,812
|
|
|
249,635
|
|
|
275,461
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Non-operating income (expense):
|
|
|
|
|
|
|
|
||||||||
Equity income (loss) in unconsolidated investments, net
|
1,921
|
|
|
(615
|
)
|
|
10,936
|
|
|
11,413
|
|
||||
Interest expense
|
(51,877
|
)
|
|
(46,327
|
)
|
|
(108,837
|
)
|
|
(92,712
|
)
|
||||
Other non-operating items, net
|
1,039
|
|
|
8,964
|
|
|
(18,231
|
)
|
|
7,425
|
|
||||
Total
|
(48,917
|
)
|
|
(37,978
|
)
|
|
(116,132
|
)
|
|
(73,874
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
26,180
|
|
|
104,834
|
|
|
133,503
|
|
|
201,587
|
|
||||
Provision for income taxes
|
6,607
|
|
|
24,879
|
|
|
27,732
|
|
|
47,653
|
|
||||
Net Income
|
19,573
|
|
|
79,955
|
|
|
105,771
|
|
|
153,934
|
|
||||
Net loss attributable to redeemable noncontrolling interest
|
374
|
|
|
—
|
|
|
484
|
|
|
—
|
|
||||
Net income attributable to TEGNA Inc.
|
$
|
19,947
|
|
|
$
|
79,955
|
|
|
$
|
106,255
|
|
|
$
|
153,934
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.09
|
|
|
$
|
0.37
|
|
|
$
|
0.48
|
|
|
$
|
0.71
|
|
Diluted
|
$
|
0.09
|
|
|
$
|
0.37
|
|
|
$
|
0.48
|
|
|
$
|
0.71
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic shares
|
219,128
|
|
|
217,089
|
|
|
218,703
|
|
|
216,900
|
|
||||
Diluted shares
|
219,426
|
|
|
217,905
|
|
|
219,144
|
|
|
217,555
|
|
||||
|
|
|
|
|
|
|
|
||||||||
1 Cost of revenues exclude charges for depreciation and amortization expense, which are shown separately above.
|
|
Quarter ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
19,573
|
|
|
$
|
79,955
|
|
|
$
|
105,771
|
|
|
$
|
153,934
|
|
Other comprehensive income, before tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(273
|
)
|
|
(471
|
)
|
|
130
|
|
|
(457
|
)
|
||||
Recognition of previously deferred post-retirement benefit plan costs
|
1,604
|
|
|
1,437
|
|
|
3,102
|
|
|
2,862
|
|
||||
Pension lump-sum payment charges
|
—
|
|
|
686
|
|
|
—
|
|
|
686
|
|
||||
Other comprehensive income, before tax
|
1,331
|
|
|
1,652
|
|
|
3,232
|
|
|
3,091
|
|
||||
Income tax effect related to components of other comprehensive income
|
(335
|
)
|
|
(414
|
)
|
|
(814
|
)
|
|
(774
|
)
|
||||
Other comprehensive income, net of tax
|
996
|
|
|
1,238
|
|
|
2,418
|
|
|
2,317
|
|
||||
Comprehensive income
|
20,569
|
|
|
81,193
|
|
|
108,189
|
|
|
156,251
|
|
||||
Comprehensive loss attributable to redeemable noncontrolling interest
|
374
|
|
|
—
|
|
|
484
|
|
|
—
|
|
||||
Comprehensive income attributable to TEGNA Inc.
|
$
|
20,943
|
|
|
$
|
81,193
|
|
|
$
|
108,673
|
|
|
$
|
156,251
|
|
|
Six months ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
|
|
|
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
105,771
|
|
|
$
|
153,934
|
|
Adjustments to reconcile net income to net cash flow from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
67,075
|
|
|
46,962
|
|
||
Stock-based compensation
|
7,568
|
|
|
9,442
|
|
||
Company stock 401(k) contribution
|
8,566
|
|
|
3,244
|
|
||
Gains on sales of assets
|
—
|
|
|
(11,725
|
)
|
||
Equity loss (income) from unconsolidated investments, net
|
(10,936
|
)
|
|
(11,413
|
)
|
||
Pension contributions, net of expense
|
(5,885
|
)
|
|
(3,812
|
)
|
||
Change in other assets and liabilities, net of acquisitions:
|
|
|
|
||||
Decrease (increase) in trade receivables
|
91,246
|
|
|
(20,091
|
)
|
||
Decrease in accounts payable
|
(13,821
|
)
|
|
(19,535
|
)
|
||
Increase (decrease) in interest and taxes payable
|
32,056
|
|
|
(6,910
|
)
|
||
Increase (decrease) in deferred revenue
|
(1,123
|
)
|
|
(1,511
|
)
|
||
Change in other assets and liabilities, net
|
33,025
|
|
|
(21,734
|
)
|
||
Net cash flow from operating activities
|
313,542
|
|
|
116,851
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchase of property and equipment
|
(24,308
|
)
|
|
(37,684
|
)
|
||
Reimbursements from spectrum repacking
|
9,768
|
|
|
8,439
|
|
||
Payments for acquisitions of businesses and other assets, net of cash acquired
|
(15,841
|
)
|
|
(185,926
|
)
|
||
Payments for investments
|
(704
|
)
|
|
(3,553
|
)
|
||
Proceeds from investments
|
5,028
|
|
|
955
|
|
||
Proceeds from sale of assets and businesses
|
5,000
|
|
|
20,064
|
|
||
Net cash flow used for investing activities
|
(21,057
|
)
|
|
(197,705
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payments under revolving credit facilities, net
|
(68,000
|
)
|
|
55,000
|
|
||
Proceeds from borrowings
|
1,000,000
|
|
|
—
|
|
||
Debt repayments
|
(1,010,000
|
)
|
|
(50,000
|
)
|
||
Payments for debt issuance costs and early redemption fee
|
(29,948
|
)
|
|
—
|
|
||
Proceeds from sale of minority ownership interest in Premion
|
14,000
|
|
|
—
|
|
||
Dividends paid
|
(45,776
|
)
|
|
(30,294
|
)
|
||
Other, net
|
(9,095
|
)
|
|
(446
|
)
|
||
Net cash flow used for financing activities
|
(148,819
|
)
|
|
(25,740
|
)
|
||
Increase (decrease) in cash
|
143,666
|
|
|
(106,594
|
)
|
||
Balance of cash, beginning of period
|
29,404
|
|
|
135,862
|
|
||
Balance of cash, end of period
|
$
|
173,070
|
|
|
$
|
29,268
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Cash paid (received) for income taxes, net of refunds
|
$
|
465
|
|
|
$
|
55,785
|
|
Cash paid for interest
|
$
|
100,074
|
|
|
$
|
85,961
|
|
Quarters Ended:
|
Redeemable noncontrolling interest
|
|
|
Common
stock
|
Additional
paid-in
capital
|
Retained
earnings
|
Accumulated
other
comprehensive
loss
|
Treasury
stock
|
Total Equity
|
||||||||||||||
Balance at Mar. 31, 2020
|
$
|
14,093
|
|
|
|
$
|
324,419
|
|
$
|
152,106
|
|
$
|
6,725,911
|
|
$
|
(141,175
|
)
|
$
|
(5,403,005
|
)
|
$
|
1,658,256
|
|
Net income (loss)
|
(374
|
)
|
|
|
—
|
|
—
|
|
19,947
|
|
—
|
|
—
|
|
19,947
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
996
|
|
—
|
|
996
|
|
|||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
20,943
|
|
|||||||||||||
Dividends declared: $0.07 per share
|
—
|
|
|
|
—
|
|
—
|
|
(15,308
|
)
|
—
|
|
—
|
|
(15,308
|
)
|
|||||||
Company stock 401(k) contribution
|
—
|
|
|
|
—
|
|
(17,888
|
)
|
—
|
|
—
|
|
21,316
|
|
3,428
|
|
|||||||
Stock-based awards activity
|
—
|
|
|
|
—
|
|
(2,627
|
)
|
—
|
|
—
|
|
2,605
|
|
(22
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
|
—
|
|
8,325
|
|
—
|
|
—
|
|
—
|
|
8,325
|
|
|||||||
Accretion of redeemable noncontrolling interest
|
280
|
|
|
|
—
|
|
—
|
|
(280
|
)
|
—
|
|
—
|
|
(280
|
)
|
|||||||
Adjustment of redeemable noncontrolling interest to redemption value
|
374
|
|
|
|
—
|
|
—
|
|
(374
|
)
|
—
|
|
—
|
|
(374
|
)
|
|||||||
Other activity
|
—
|
|
|
|
—
|
|
339
|
|
—
|
|
—
|
|
—
|
|
339
|
|
|||||||
Balance at June 30, 2020
|
$
|
14,373
|
|
|
|
$
|
324,419
|
|
$
|
140,255
|
|
$
|
6,729,896
|
|
$
|
(140,179
|
)
|
$
|
(5,379,084
|
)
|
$
|
1,675,307
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Redeemable noncontrolling interest
|
|
|
Common
stock
|
Additional
paid-in
capital
|
Retained
earnings
|
Accumulated
other
comprehensive
loss
|
Treasury
stock
|
Total
|
||||||||||||||
Balance at Mar. 31, 2019
|
$
|
—
|
|
|
|
$
|
324,419
|
|
$
|
262,823
|
|
$
|
6,488,352
|
|
$
|
(135,432
|
)
|
$
|
(5,534,911
|
)
|
$
|
1,405,251
|
|
Net income
|
—
|
|
|
|
—
|
|
—
|
|
79,955
|
|
—
|
|
—
|
|
79,955
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
1,238
|
|
—
|
|
1,238
|
|
|||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
81,193
|
|
|||||||||||||
Dividends declared: $0.07 per share
|
—
|
|
|
|
—
|
|
—
|
|
(15,158
|
)
|
—
|
|
—
|
|
(15,158
|
)
|
|||||||
Company stock 401(k) contribution
|
—
|
|
|
|
—
|
|
(7,259
|
)
|
—
|
|
—
|
|
10,503
|
|
3,244
|
|
|||||||
Stock-based awards activity
|
—
|
|
|
|
—
|
|
(4,861
|
)
|
—
|
|
—
|
|
4,752
|
|
(109
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
|
—
|
|
5,008
|
|
—
|
|
—
|
|
—
|
|
5,008
|
|
|||||||
Other activity
|
—
|
|
|
|
—
|
|
313
|
|
—
|
|
—
|
|
—
|
|
313
|
|
|||||||
Balance at June 30, 2019
|
$
|
—
|
|
|
|
$
|
324,419
|
|
$
|
256,024
|
|
$
|
6,553,149
|
|
$
|
(134,194
|
)
|
$
|
(5,519,656
|
)
|
$
|
1,479,742
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
TEGNA Inc.
|
|
|
|
|
|
|
|
|
|
||||||||||||||
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NON-CONTROLLING INTEREST
|
|||||||||||||||||||||||
Unaudited, in thousands of dollars, except per share data
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Six Months Ended:
|
Redeemable noncontrolling interest
|
|
|
Common
stock
|
Additional
paid-in
capital
|
Retained
earnings
|
Accumulated
other
comprehensive
loss
|
Treasury
stock
|
Total
|
||||||||||||||
Balance at Dec. 31, 2019
|
$
|
—
|
|
|
|
$
|
324,419
|
|
$
|
247,497
|
|
$
|
6,655,088
|
|
$
|
(142,597
|
)
|
$
|
(5,494,030
|
)
|
$
|
1,590,377
|
|
Net income (loss)
|
(484
|
)
|
|
|
—
|
|
—
|
|
106,255
|
|
—
|
|
—
|
|
106,255
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
2,418
|
|
—
|
|
2,418
|
|
|||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
108,673
|
|
|||||||||||||
Dividends declared: $0.14 per share
|
—
|
|
|
|
—
|
|
—
|
|
(30,590
|
)
|
—
|
|
—
|
|
(30,590
|
)
|
|||||||
Company stock 401(k) contribution
|
—
|
|
|
|
—
|
|
(35,719
|
)
|
—
|
|
—
|
|
44,285
|
|
8,566
|
|
|||||||
Stock-based awards activity
|
—
|
|
|
|
—
|
|
(79,756
|
)
|
—
|
|
—
|
|
70,661
|
|
(9,095
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
|
—
|
|
7,568
|
|
—
|
|
—
|
|
—
|
|
7,568
|
|
|||||||
Sale of minority ownership interest in Premion
|
14,000
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Accretion of redeemable noncontrolling interest
|
373
|
|
|
|
—
|
|
—
|
|
(373
|
)
|
—
|
|
—
|
|
(373
|
)
|
|||||||
Adjustment of redeemable noncontrolling interest to redemption value
|
484
|
|
|
|
—
|
|
—
|
|
(484
|
)
|
—
|
|
—
|
|
(484
|
)
|
|||||||
Other activity
|
—
|
|
|
|
—
|
|
665
|
|
—
|
|
—
|
|
—
|
|
665
|
|
|||||||
Balance at June 30, 2020
|
$
|
14,373
|
|
|
|
$
|
324,419
|
|
$
|
140,255
|
|
$
|
6,729,896
|
|
$
|
(140,179
|
)
|
$
|
(5,379,084
|
)
|
$
|
1,675,307
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Redeemable noncontrolling interest
|
|
|
Common
stock
|
Additional
paid-in
capital
|
Retained
earnings
|
Accumulated
other
comprehensive
loss
|
Treasury
stock
|
Total
|
||||||||||||||
Balance at Dec. 31, 2018
|
$
|
—
|
|
|
|
$
|
324,419
|
|
$
|
301,352
|
|
$
|
6,429,512
|
|
$
|
(136,511
|
)
|
$
|
(5,577,848
|
)
|
$
|
1,340,924
|
|
Net income
|
—
|
|
|
|
—
|
|
—
|
|
153,934
|
|
—
|
|
—
|
|
153,934
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
2,317
|
|
—
|
|
2,317
|
|
|||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
156,251
|
|
|||||||||||||
Dividends declared: $0.14 per share
|
—
|
|
|
|
—
|
|
—
|
|
(30,297
|
)
|
—
|
|
—
|
|
(30,297
|
)
|
|||||||
Company stock 401(k) contribution
|
—
|
|
|
|
—
|
|
(7,259
|
)
|
—
|
|
—
|
|
10,503
|
|
3,244
|
|
|||||||
Stock-based awards activity
|
—
|
|
|
|
—
|
|
(48,136
|
)
|
—
|
|
—
|
|
47,689
|
|
(447
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
|
—
|
|
9,442
|
|
—
|
|
—
|
|
—
|
|
9,442
|
|
|||||||
Other activity
|
—
|
|
|
|
—
|
|
625
|
|
—
|
|
—
|
|
—
|
|
625
|
|
|||||||
Balance at June 30, 2019
|
$
|
—
|
|
|
|
$
|
324,419
|
|
$
|
256,024
|
|
$
|
6,553,149
|
|
$
|
(134,194
|
)
|
$
|
(5,519,656
|
)
|
$
|
1,479,742
|
|
|
Quarter ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Advertising & Marketing Services
|
$
|
229,083
|
|
|
$
|
289,569
|
|
|
$
|
524,236
|
|
|
$
|
553,971
|
|
Subscription
|
323,475
|
|
|
236,162
|
|
|
656,277
|
|
|
477,737
|
|
||||
Political
|
17,544
|
|
|
3,229
|
|
|
64,931
|
|
|
5,933
|
|
||||
Other
|
7,525
|
|
|
7,972
|
|
|
16,372
|
|
|
16,044
|
|
||||
Total revenues
|
$
|
577,627
|
|
|
$
|
536,932
|
|
|
$
|
1,261,816
|
|
|
$
|
1,053,685
|
|
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
|
|
|
26,344
|
|
|
8,501
|
|
|
5,553
|
|
|
75,078
|
|
|||||
Prepaid and other current assets
|
|
3,776
|
|
|
6,092
|
|
|
6,987
|
|
|
987
|
|
|
17,842
|
|
|||||
Property and equipment
|
|
45,186
|
|
|
40,418
|
|
|
361
|
|
|
11,757
|
|
|
97,722
|
|
|||||
Goodwill
|
|
128,191
|
|
|
202,274
|
|
|
23,567
|
|
|
19,405
|
|
|
373,437
|
|
|||||
FCC licenses
|
|
374,269
|
|
|
295,983
|
|
|
—
|
|
|
47,061
|
|
|
717,313
|
|
|||||
Network affiliation agreements
|
|
123,926
|
|
|
60,765
|
|
|
—
|
|
|
14,420
|
|
|
199,111
|
|
|||||
Retransmission agreements
|
|
68,316
|
|
|
33,107
|
|
|
—
|
|
|
12,198
|
|
|
113,621
|
|
|||||
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
|
|
$
|
801,296
|
|
|
$
|
667,708
|
|
|
$
|
97,222
|
|
|
$
|
111,650
|
|
|
$
|
1,677,876
|
|
Accounts Payable
|
|
2,037
|
|
|
954
|
|
|
725
|
|
|
1
|
|
|
3,717
|
|
|||||
Accrued liabilities
|
|
8,544
|
|
|
9,011
|
|
|
4,236
|
|
|
1,494
|
|
|
23,285
|
|
|||||
Deferred income tax liability
|
|
—
|
|
|
97,044
|
|
|
(462
|
)
|
|
—
|
|
|
96,582
|
|
|||||
Operating lease liabilities - noncurrent
|
|
20,346
|
|
|
226
|
|
|
—
|
|
|
235
|
|
|
20,807
|
|
|||||
Other noncurrent liabilities
|
|
426
|
|
|
—
|
|
|
2,677
|
|
|
—
|
|
|
3,103
|
|
|||||
Total liabilities assumed
|
|
$
|
31,353
|
|
|
$
|
107,235
|
|
|
$
|
7,176
|
|
|
$
|
1,730
|
|
|
$
|
147,494
|
|
Net assets acquired
|
|
$
|
769,943
|
|
|
$
|
560,473
|
|
|
$
|
90,046
|
|
|
$
|
109,920
|
|
|
$
|
1,530,382
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Less: cash acquired
|
|
$
|
—
|
|
|
$
|
(2,363
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,363
|
)
|
Less: fair value of existing ownership
|
|
—
|
|
|
—
|
|
|
(12,995
|
)
|
|
—
|
|
|
(12,995
|
)
|
|||||
Cash paid for acquisitions
|
|
$
|
769,943
|
|
|
$
|
558,110
|
|
|
$
|
77,051
|
|
|
$
|
109,920
|
|
|
$
|
1,515,024
|
|
|
June 30, 2020
|
|
Dec. 31, 2019
|
||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Gross
|
|
Accumulated Amortization
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
2,968,655
|
|
|
$
|
—
|
|
|
$
|
2,950,587
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Indefinite-lived intangibles:
|
|
|
|
|
|
|
|
||||||||
Television and radio station FCC broadcast licenses
|
2,104,167
|
|
|
—
|
|
|
2,090,732
|
|
|
—
|
|
||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
||||||||
Retransmission agreements
|
235,215
|
|
|
(121,544
|
)
|
|
256,533
|
|
|
(105,212
|
)
|
||||
Network affiliation agreements
|
309,503
|
|
|
(60,444
|
)
|
|
309,496
|
|
|
(48,174
|
)
|
||||
Other
|
70,610
|
|
|
(19,367
|
)
|
|
73,305
|
|
|
(15,066
|
)
|
||||
Total indefinite-lived and amortizable intangible assets
|
$
|
2,719,495
|
|
|
$
|
(201,355
|
)
|
|
$
|
2,730,066
|
|
|
$
|
(168,452
|
)
|
|
June 30, 2020
|
|
Dec. 31, 2019
|
||||
|
|
|
|
||||
Cash value life insurance
|
$
|
51,797
|
|
|
$
|
52,462
|
|
Equity method investments
|
35,084
|
|
|
27,650
|
|
||
Other equity investments
|
28,124
|
|
|
32,383
|
|
||
Deferred debt issuance costs
|
11,180
|
|
|
10,921
|
|
||
Other long-term assets
|
21,846
|
|
|
21,853
|
|
||
Total
|
$
|
148,031
|
|
|
$
|
145,269
|
|
|
June 30, 2020
|
|
Dec. 31, 2019
|
||||
|
|
|
|
||||
Unsecured floating rate term loan due quarterly through June 2020
|
$
|
—
|
|
|
$
|
20,000
|
|
Unsecured floating rate term loan due quarterly through September 20201
|
75,000
|
|
|
105,000
|
|
||
Unsecured notes bearing fixed rate interest at 5.125% due July 2020
|
—
|
|
|
310,000
|
|
||
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
|
|
||
Borrowings under revolving credit agreement expiring August 2024
|
835,000
|
|
|
903,000
|
|
||
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 4.625% due March 2028
|
1,000,000
|
|
|
—
|
|
||
Unsecured notes bearing fixed rate interest at 5.00% due September 2029
|
1,100,000
|
|
|
1,100,000
|
|
||
Total principal long-term debt
|
4,125,000
|
|
|
4,203,000
|
|
||
Debt issuance costs
|
(33,253
|
)
|
|
(26,873
|
)
|
||
Unamortized premiums and discounts, net
|
6,329
|
|
|
3,118
|
|
||
Total long-term debt
|
$
|
4,098,076
|
|
|
$
|
4,179,245
|
|
|
|
|
|
||||
1 We 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 June 30, 2020 Condensed Consolidated Balance Sheet.
|
Period
|
Leverage Ratio
|
Fiscal quarter ending September 30, 2020 through and including fiscal quarter ending December 31, 2021
|
5.50 to 1.00
|
Fiscal quarter ending March 31, 2022
|
5.25 to 1.00
|
Fiscal quarter ending June 30, 2022
|
5.00 to 1.00
|
Fiscal quarter ending September 30, 2022
|
4.75 to 1.00
|
Thereafter
|
4.50 to 1.00
|
|
Quarter ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost-benefits earned during the period
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
Interest cost on benefit obligation
|
4,879
|
|
|
5,773
|
|
|
9,737
|
|
|
11,523
|
|
||||
Expected return on plan assets
|
(7,779
|
)
|
|
(6,585
|
)
|
|
(15,529
|
)
|
|
(13,160
|
)
|
||||
Amortization of prior service cost
|
87
|
|
|
20
|
|
|
45
|
|
|
45
|
|
||||
Amortization of actuarial loss
|
1,481
|
|
|
1,541
|
|
|
3,081
|
|
|
3,041
|
|
||||
Pension payment timing related charge
|
—
|
|
|
686
|
|
|
—
|
|
|
686
|
|
||||
(Gains from) expense for company-sponsored retirement plans
|
$
|
(1,330
|
)
|
|
$
|
1,435
|
|
|
$
|
(2,662
|
)
|
|
$
|
2,135
|
|
|
Retirement Plans
|
|
Foreign Currency Translation
|
|
Total
|
||||||
Quarters Ended:
|
|
|
|
|
|
||||||
Balance at Mar. 31, 2020
|
$
|
(141,277
|
)
|
|
$
|
102
|
|
|
$
|
(141,175
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
|
(205
|
)
|
|
(205
|
)
|
|||
Amounts reclassified from AOCL
|
1,201
|
|
|
—
|
|
|
1,201
|
|
|||
Total other comprehensive income
|
1,201
|
|
|
(205
|
)
|
|
996
|
|
|||
Balance at June 30, 2020
|
$
|
(140,076
|
)
|
|
$
|
(103
|
)
|
|
$
|
(140,179
|
)
|
|
|
|
|
|
|
||||||
Balance at Mar. 31, 2019
|
$
|
(135,824
|
)
|
|
$
|
392
|
|
|
$
|
(135,432
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
|
(353
|
)
|
|
(353
|
)
|
|||
Amounts reclassified from AOCL
|
1,591
|
|
|
—
|
|
|
1,591
|
|
|||
Total other comprehensive income
|
1,591
|
|
|
(353
|
)
|
|
1,238
|
|
|||
Balance at June 30, 2019
|
$
|
(134,233
|
)
|
|
$
|
39
|
|
|
$
|
(134,194
|
)
|
|
|
|
|
|
|
||||||
|
Retirement Plans
|
|
Foreign Currency Translation
|
|
Total
|
||||||
Six Months Ended:
|
|
|
|
|
|
||||||
Balance at Dec. 31, 2019
|
$
|
(142,398
|
)
|
|
$
|
(199
|
)
|
|
$
|
(142,597
|
)
|
Other comprehensive income before reclassifications
|
—
|
|
|
96
|
|
|
96
|
|
|||
Amounts reclassified from AOCL
|
2,322
|
|
|
—
|
|
|
2,322
|
|
|||
Total other comprehensive income
|
2,322
|
|
|
96
|
|
|
2,418
|
|
|||
Balance at June 30, 2020
|
$
|
(140,076
|
)
|
|
$
|
(103
|
)
|
|
$
|
(140,179
|
)
|
|
|
|
|
|
|
||||||
Balance at Dec. 31, 2018
|
$
|
(136,893
|
)
|
|
$
|
382
|
|
|
$
|
(136,511
|
)
|
Other comprehensive income before reclassifications
|
—
|
|
|
(343
|
)
|
|
(343
|
)
|
|||
Amounts reclassified from AOCL
|
2,660
|
|
|
—
|
|
|
2,660
|
|
|||
Total other comprehensive income
|
2,660
|
|
|
(343
|
)
|
|
2,317
|
|
|||
Balance at June 30, 2019
|
$
|
(134,233
|
)
|
|
$
|
39
|
|
|
$
|
(134,194
|
)
|
|
Quarter ended June 30,
|
|
Six months ended June 30,
|
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Amortization of prior service credit, net
|
$
|
(131
|
)
|
|
$
|
(115
|
)
|
|
$
|
(240
|
)
|
|
$
|
(240
|
)
|
|
Amortization of actuarial loss
|
1,735
|
|
|
1,552
|
|
|
3,342
|
|
|
3,102
|
|
|
||||
Pension payment timing related charges
|
—
|
|
|
686
|
|
|
—
|
|
|
686
|
|
|
||||
Total reclassifications, before tax
|
1,604
|
|
|
2,123
|
|
|
3,102
|
|
|
3,548
|
|
|
||||
Income tax effect
|
(403
|
)
|
|
(532
|
)
|
|
(780
|
)
|
|
(888
|
)
|
|
||||
Total reclassifications, net of tax
|
$
|
1,201
|
|
|
$
|
1,591
|
|
|
$
|
2,322
|
|
|
$
|
2,660
|
|
|
|
Quarter ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net Income
|
$
|
19,573
|
|
|
$
|
79,955
|
|
|
$
|
105,771
|
|
|
$
|
153,934
|
|
Accretion of redeemable noncontrolling interest (see Note 11)
|
(280
|
)
|
|
—
|
|
|
(373
|
)
|
|
—
|
|
||||
Earnings available to common shareholders
|
$
|
19,293
|
|
|
$
|
79,955
|
|
|
$
|
105,398
|
|
|
$
|
153,934
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding - basic
|
219,128
|
|
|
217,089
|
|
|
218,703
|
|
|
216,900
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Restricted stock units
|
25
|
|
|
476
|
|
|
153
|
|
|
327
|
|
||||
Performance shares
|
273
|
|
|
315
|
|
|
286
|
|
|
286
|
|
||||
Stock options
|
—
|
|
|
25
|
|
|
2
|
|
|
42
|
|
||||
Weighted average number of common shares outstanding - diluted
|
219,426
|
|
|
217,905
|
|
|
219,144
|
|
|
217,555
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per share - basic
|
$
|
0.09
|
|
|
$
|
0.37
|
|
|
$
|
0.48
|
|
|
$
|
0.71
|
|
Net income per share - diluted
|
$
|
0.09
|
|
|
$
|
0.37
|
|
|
$
|
0.48
|
|
|
$
|
0.71
|
|
|
Two Years Ending June 30,
|
|
|
|||||
|
2020
|
|
|
2019
|
|
|
||
|
|
|
|
|
|
|
||
Advertising & Marketing Services
|
48
|
%
|
|
|
53
|
%
|
|
|
Subscription
|
44
|
%
|
}
|
51%
|
40
|
%
|
}
|
46%
|
Political
|
7
|
%
|
6
|
%
|
||||
Other
|
1
|
%
|
|
|
1
|
%
|
|
|
Total revenues
|
100
|
%
|
|
|
100
|
%
|
|
|
|
Quarter ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||
|
2020
|
|
2019
|
|
Change
|
|
2020
|
|
2019
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
577,627
|
|
|
$
|
536,932
|
|
|
8
|
%
|
|
$
|
1,261,816
|
|
|
$
|
1,053,685
|
|
|
20
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of revenues
|
355,367
|
|
|
285,293
|
|
|
25
|
%
|
|
724,735
|
|
|
566,604
|
|
|
28
|
%
|
||||
Business units - Selling, general and administrative expenses
|
85,008
|
|
|
73,941
|
|
|
15
|
%
|
|
177,976
|
|
|
145,406
|
|
|
22
|
%
|
||||
Corporate - General and administrative expenses
|
28,312
|
|
|
15,836
|
|
|
79
|
%
|
|
50,026
|
|
|
30,571
|
|
|
64
|
%
|
||||
Depreciation
|
16,711
|
|
|
14,533
|
|
|
15
|
%
|
|
33,611
|
|
|
29,450
|
|
|
14
|
%
|
||||
Amortization of intangible assets
|
17,248
|
|
|
8,823
|
|
|
95
|
%
|
|
33,464
|
|
|
17,512
|
|
|
91
|
%
|
||||
Spectrum repacking reimbursements and other, net
|
(116
|
)
|
|
(4,306
|
)
|
|
(97
|
%)
|
|
(7,631
|
)
|
|
(11,319
|
)
|
|
(33
|
%)
|
||||
Total operating expenses
|
$
|
502,530
|
|
|
$
|
394,120
|
|
|
28
|
%
|
|
$
|
1,012,181
|
|
|
$
|
778,224
|
|
|
30
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total operating income
|
$
|
75,097
|
|
|
$
|
142,812
|
|
|
(47
|
%)
|
|
$
|
249,635
|
|
|
$
|
275,461
|
|
|
(9
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-operating expenses
|
(48,917
|
)
|
|
(37,978
|
)
|
|
29
|
%
|
|
(116,132
|
)
|
|
(73,874
|
)
|
|
57
|
%
|
||||
Provision for income taxes
|
6,607
|
|
|
24,879
|
|
|
(73
|
%)
|
|
27,732
|
|
|
47,653
|
|
|
(42
|
%)
|
||||
Net income
|
19,573
|
|
|
79,955
|
|
|
(76
|
%)
|
|
105,771
|
|
|
153,934
|
|
|
(31
|
%)
|
||||
Net loss attributable to redeemable noncontrolling interest
|
374
|
|
|
—
|
|
|
***
|
|
|
484
|
|
|
—
|
|
|
***
|
|
||||
Net income attributable to TEGNA Inc.
|
$
|
19,947
|
|
|
$
|
79,955
|
|
|
(75
|
%)
|
|
$
|
106,255
|
|
|
$
|
153,934
|
|
|
(31
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per share - basic
|
$
|
0.09
|
|
|
$
|
0.37
|
|
|
(76
|
%)
|
|
$
|
0.48
|
|
|
$
|
0.71
|
|
|
(32
|
%)
|
Net income per share - diluted
|
$
|
0.09
|
|
|
$
|
0.37
|
|
|
(76
|
%)
|
|
$
|
0.48
|
|
|
$
|
0.71
|
|
|
(32
|
%)
|
|
|
|
|
|
|
|
|
||||||||||||||
*** Not meaningful
|
|
Quarter ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||
|
2020
|
|
2019
|
|
Change
|
|
2020
|
|
2019
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising & Marketing Services
|
$
|
229,083
|
|
|
$
|
289,569
|
|
|
(21
|
%)
|
|
$
|
524,236
|
|
|
$
|
553,971
|
|
|
(5
|
%)
|
Subscription
|
323,475
|
|
|
236,162
|
|
|
37
|
%
|
|
656,277
|
|
|
477,737
|
|
|
37
|
%
|
||||
Political
|
17,544
|
|
|
3,229
|
|
|
***
|
|
|
64,931
|
|
|
5,933
|
|
|
***
|
|
||||
Other
|
7,525
|
|
|
7,972
|
|
|
(6
|
%)
|
|
16,372
|
|
|
16,044
|
|
|
2
|
%
|
||||
Total revenues
|
$
|
577,627
|
|
|
$
|
536,932
|
|
|
8
|
%
|
|
$
|
1,261,816
|
|
|
$
|
1,053,685
|
|
|
20
|
%
|
•
|
Spectrum repacking reimbursements and other, net consists of gains due to reimbursements from the FCC for required spectrum repacking, partially offset by an intangible asset impairment charge due to the retirement of a brand name;
|
•
|
Advisory fees related to activism defense;
|
•
|
M&A due diligence costs we incurred to assist prospective buyers of our company with their due diligence;
|
•
|
A gain recognized in our equity income in unconsolidated investments, related to our share of CareerBuilder’s gain on the sale of its employment screening business;
|
•
|
Other non-operating items primarily related to costs incurred in connection with the early extinguishment of debt; and
|
•
|
Deferred tax benefits related to partial capital loss valuation allowance release.
|
•
|
Severance expense which included payroll and related benefit costs at our stations and corporate headquarters;
|
•
|
Acquisition-related costs associated with business acquisitions;
|
•
|
Spectrum repacking reimbursements and other, net consisting of a gain recognized on the sale of real estate and gains due to reimbursements from the FCC for required spectrum repacking;
|
•
|
Gains recognized in our equity income in unconsolidated investments as a result of the sale of two investments; and
|
•
|
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, and a charitable donation made to the TEGNA Foundation.
|
|
|
|
|
Special Items
|
|
|
||||||||||||||||||||||||||
Six months ended June 30, 2020
|
|
GAAP
measure
|
|
M&A due diligence costs
|
|
Advisory fees related to activism defense
|
|
Spectrum repacking reimbursements and other
|
|
Gains on equity method investment
|
|
Other non-operating items
|
|
Special tax benefits
|
|
Non-GAAP measure
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate - General and administrative expenses
|
|
$
|
50,026
|
|
|
$
|
(4,588
|
)
|
|
$
|
(23,087
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,351
|
|
Spectrum repacking reimbursements and other, net
|
|
(7,631
|
)
|
|
—
|
|
|
—
|
|
|
7,631
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Operating expenses
|
|
1,012,181
|
|
|
(4,588
|
)
|
|
(23,087
|
)
|
|
7,631
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
992,137
|
|
||||||||
Operating income
|
|
249,635
|
|
|
4,588
|
|
|
23,087
|
|
|
(7,631
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
269,679
|
|
||||||||
Equity income (loss) in unconsolidated investments, net
|
|
10,936
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,585
|
)
|
|
—
|
|
|
—
|
|
|
(7,649
|
)
|
||||||||
Other non-operating items, net
|
|
(18,231
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,744
|
|
|
—
|
|
|
3,513
|
|
||||||||
Total non-operating expenses
|
|
(116,132
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,585
|
)
|
|
21,744
|
|
|
—
|
|
|
(112,973
|
)
|
||||||||
Income before income taxes
|
|
133,503
|
|
|
4,588
|
|
|
23,087
|
|
|
(7,631
|
)
|
|
(18,585
|
)
|
|
21,744
|
|
|
—
|
|
|
156,706
|
|
||||||||
Provision for income taxes
|
|
27,732
|
|
|
1,151
|
|
|
5,801
|
|
|
(2,017
|
)
|
|
(4,670
|
)
|
|
5,463
|
|
|
3,944
|
|
|
37,404
|
|
||||||||
Net income attributable to TEGNA Inc.
|
|
106,255
|
|
|
3,437
|
|
|
17,286
|
|
|
(5,614
|
)
|
|
(13,915
|
)
|
|
16,281
|
|
|
(3,944
|
)
|
|
119,786
|
|
||||||||
Net income per share-diluted
|
|
$
|
0.48
|
|
|
$
|
0.02
|
|
|
$
|
0.08
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.07
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
Special Items
|
|
|
|
|
||||||||||||||||||||||||
Six months ended June 30, 2019
|
|
GAAP
measure
|
|
Severance expense
|
|
Acquisition-related costs
|
|
Spectrum repacking reimbursements and other
|
|
Gain on equity method investment
|
|
Other non-operating items
|
|
Non-GAAP measure
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cost of revenues
|
|
$
|
566,604
|
|
|
$
|
(875
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
565,729
|
|
|
|
||
Business units - Selling, general and administrative expenses
|
|
145,406
|
|
|
(376
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
145,030
|
|
|
|
|||||||||
Corporate - General and administrative expenses
|
|
30,571
|
|
|
(201
|
)
|
|
(9,119
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,251
|
|
|
|
|||||||||
Spectrum repacking reimbursements and other, net
|
|
(11,319
|
)
|
|
—
|
|
|
—
|
|
|
11,319
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||||||
Operating expenses
|
|
778,224
|
|
|
(1,452
|
)
|
|
(9,119
|
)
|
|
11,319
|
|
|
—
|
|
|
—
|
|
|
778,972
|
|
|
|
|
||||||||
Operating income
|
|
275,461
|
|
|
1,452
|
|
|
9,119
|
|
|
(11,319
|
)
|
|
—
|
|
|
—
|
|
|
274,713
|
|
|
|
|
||||||||
Equity income (loss) in unconsolidated investments, net
|
|
11,413
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,126
|
)
|
|
—
|
|
|
(1,713
|
)
|
|
|
|||||||||
Other non-operating items, net
|
|
7,425
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,285
|
)
|
|
1,140
|
|
|
|
|||||||||
Total non-operating expense
|
|
(73,874
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,126
|
)
|
|
(6,285
|
)
|
|
(93,285
|
)
|
|
|
|
||||||||
Income before income taxes
|
|
201,587
|
|
|
1,452
|
|
|
9,119
|
|
|
(11,319
|
)
|
|
(13,126
|
)
|
|
(6,285
|
)
|
|
181,428
|
|
|
|
|
||||||||
Provision for income taxes
|
|
47,653
|
|
|
359
|
|
|
2,042
|
|
|
(2,847
|
)
|
|
(3,169
|
)
|
|
(1,574
|
)
|
|
42,464
|
|
|
|
|||||||||
Net income attributable to TEGNA Inc.
|
|
153,934
|
|
|
1,093
|
|
|
7,077
|
|
|
(8,472
|
)
|
|
(9,957
|
)
|
|
(4,711
|
)
|
|
138,964
|
|
|
|
|
||||||||
Net income per share-diluted
|
|
$
|
0.71
|
|
|
$
|
0.01
|
|
|
$
|
0.03
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.64
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||
|
2020
|
|
2019
|
|
Change
|
|
2020
|
|
2019
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to TEGNA Inc. (GAAP basis)
|
$
|
19,947
|
|
|
$
|
79,955
|
|
|
(75
|
%)
|
|
$
|
106,255
|
|
|
$
|
153,934
|
|
|
(31
|
%)
|
Less: Net loss attributable to redeemable noncontrolling interest
|
(374
|
)
|
|
—
|
|
|
***
|
|
|
(484
|
)
|
|
—
|
|
|
***
|
|
||||
Plus: Provision for income taxes
|
6,607
|
|
|
24,879
|
|
|
(73
|
%)
|
|
27,732
|
|
|
47,653
|
|
|
(42
|
%)
|
||||
Plus: Interest expense
|
51,877
|
|
|
46,327
|
|
|
12
|
%
|
|
108,837
|
|
|
92,712
|
|
|
17
|
%
|
||||
(Less) Plus: Equity (income) loss in unconsolidated investments, net
|
(1,921
|
)
|
|
615
|
|
|
***
|
|
|
(10,936
|
)
|
|
(11,413
|
)
|
|
(4
|
%)
|
||||
Plus: Other non-operating items, net
|
(1,039
|
)
|
|
(8,964
|
)
|
|
(88
|
%)
|
|
18,231
|
|
|
(7,425
|
)
|
|
***
|
|
||||
Operating income (GAAP basis)
|
75,097
|
|
|
142,812
|
|
|
(47
|
%)
|
|
249,635
|
|
|
275,461
|
|
|
(9
|
%)
|
||||
Plus: Severance expense
|
—
|
|
|
1,452
|
|
|
***
|
|
|
—
|
|
|
1,452
|
|
|
***
|
|
||||
Plus: M&A due diligence costs
|
—
|
|
|
—
|
|
|
***
|
|
|
4,588
|
|
|
—
|
|
|
***
|
|
||||
Plus: Acquisition-related costs
|
—
|
|
|
5,208
|
|
|
***
|
|
|
—
|
|
|
9,119
|
|
|
***
|
|
||||
Plus: Advisory fees related to activism defense
|
15,448
|
|
|
—
|
|
|
***
|
|
|
23,087
|
|
|
—
|
|
|
***
|
|
||||
Less: Spectrum repacking reimbursements and other, net
|
(116
|
)
|
|
(4,306
|
)
|
|
(97
|
%)
|
|
(7,631
|
)
|
|
(11,319
|
)
|
|
(33
|
%)
|
||||
Adjusted operating income (non-GAAP basis)
|
90,429
|
|
|
145,166
|
|
|
(38
|
%)
|
|
269,679
|
|
|
274,713
|
|
|
(2
|
%)
|
||||
Plus: Depreciation
|
16,711
|
|
|
14,533
|
|
|
15
|
%
|
|
33,611
|
|
|
29,450
|
|
|
14
|
%
|
||||
Plus: Amortization of intangible assets
|
17,248
|
|
|
8,823
|
|
|
95
|
%
|
|
33,464
|
|
|
17,512
|
|
|
91
|
%
|
||||
Adjusted EBITDA (non-GAAP basis)
|
124,388
|
|
|
168,522
|
|
|
(26
|
%)
|
|
336,754
|
|
|
321,675
|
|
|
5
|
%
|
||||
Corporate - General and administrative expense (non-GAAP basis)
|
12,864
|
|
|
10,427
|
|
|
23
|
%
|
|
22,351
|
|
|
21,251
|
|
|
5
|
%
|
||||
Adjusted EBITDA, excluding Corporate (non-GAAP basis)
|
$
|
137,252
|
|
|
$
|
178,949
|
|
|
(23
|
%)
|
|
$
|
359,105
|
|
|
$
|
342,926
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
*** Not meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30,
|
|||||||||
|
2020
|
|
2019
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Net income attributable to TEGNA Inc. (GAAP basis)
|
$
|
106,255
|
|
|
$
|
153,934
|
|
|
(31
|
%)
|
Plus: Provision for income taxes
|
27,732
|
|
|
47,653
|
|
|
(42
|
%)
|
||
Plus: Interest expense
|
108,837
|
|
|
92,712
|
|
|
17
|
%
|
||
Plus: M&A due diligence costs
|
4,588
|
|
|
—
|
|
|
***
|
|
||
Plus: Acquisition-related costs
|
—
|
|
|
9,119
|
|
|
***
|
|
||
Plus: Depreciation
|
33,611
|
|
|
29,450
|
|
|
14
|
%
|
||
Plus: Amortization
|
33,464
|
|
|
17,512
|
|
|
91
|
%
|
||
Plus: Stock-based compensation
|
7,568
|
|
|
9,442
|
|
|
(20
|
%)
|
||
Plus: Company stock 401(k) contribution
|
8,566
|
|
|
3,244
|
|
|
***
|
|
||
Plus: Syndicated programming amortization
|
35,971
|
|
|
26,994
|
|
|
33
|
%
|
||
Plus: Severance expense
|
—
|
|
|
1,452
|
|
|
***
|
|
||
Plus: Advisory fees related to activism defense
|
23,087
|
|
|
—
|
|
|
***
|
|
||
Plus: Cash dividend from equity investments for return on capital
|
3,566
|
|
|
—
|
|
|
***
|
|
||
Plus: Cash reimbursements from spectrum repacking
|
9,768
|
|
|
8,439
|
|
|
16
|
%
|
||
Plus: Other non-operating items, net
|
18,231
|
|
|
(7,425
|
)
|
|
***
|
|
||
Less: Net loss attributable to redeemable noncontrolling interest
|
(484
|
)
|
|
—
|
|
|
***
|
|
||
Less: Income tax (payments) receipts, net of refunds
|
(465
|
)
|
|
(55,785
|
)
|
|
(99
|
%)
|
||
Less: Spectrum repacking reimbursements and other, net
|
(7,631
|
)
|
|
(11,319
|
)
|
|
(33
|
%)
|
||
Less: Equity income in unconsolidated investments, net
|
(10,936
|
)
|
|
(11,413
|
)
|
|
(4
|
%)
|
||
Less: Syndicated programming payments
|
(35,831
|
)
|
|
(23,722
|
)
|
|
51
|
%
|
||
Less: Pension contributions
|
(3,250
|
)
|
|
(5,947
|
)
|
|
(45
|
%)
|
||
Less: Interest payments
|
(100,074
|
)
|
|
(85,961
|
)
|
|
16
|
%
|
||
Less: Purchases of property and equipment
|
(24,308
|
)
|
|
(37,684
|
)
|
|
(35
|
%)
|
||
Free cash flow (non-GAAP basis)
|
$
|
238,265
|
|
|
$
|
160,695
|
|
|
48
|
%
|
|
|
|
|
|
|
|||||
*** Not meaningful
|
|
|
|
|
|
•
|
Halted the discretionary repayment of short-term borrowings resulting in the build up our cash balance to approximately $179.4 million as of July 31, 2020;
|
•
|
Amended our revolving credit facility on June 11, 2020 to extend the initial step-down of the maximum permitted total leverage ratio by 15 months. Under the amendment our total leverage ratio will remain at 5.5x until the fiscal quarter ending March 31, 2022;
|
•
|
Implemented temporary company-wide one-week furlough program of our workforce during the second quarter of 2020;
|
•
|
Announced temporary pay reductions of 8% for certain key newsroom personnel, 20% for general managers and corporate senior vice presidents, and 25% for our CEO and Board of Directors in lieu of the one week furlough;
|
•
|
Reduced and/or deferred capital expenditures and non-critical operating expenses; and
|
•
|
Implemented travel bans and restrictions.
|
|
Six months ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
|
|
|
|
||||
Balance of cash and cash equivalents beginning of the period
|
$
|
29,404
|
|
|
$
|
135,862
|
|
|
|
|
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
105,771
|
|
|
153,934
|
|
||
Depreciation, amortization and other non-cash adjustments
|
72,273
|
|
|
36,510
|
|
||
Pension contributions, net of expense
|
(5,885
|
)
|
|
(3,812
|
)
|
||
Decrease (increase) in trade receivables
|
91,246
|
|
|
(20,091
|
)
|
||
Increase (decrease) in interest and taxes payable
|
32,056
|
|
|
(6,910
|
)
|
||
Other, net
|
18,081
|
|
|
(42,780
|
)
|
||
Cash flow from operating activities
|
313,542
|
|
|
116,851
|
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Payments for acquisitions of businesses and other assets, net of cash acquired
|
(15,841
|
)
|
|
(185,926
|
)
|
||
All other investing activities
|
(5,216
|
)
|
|
(11,779
|
)
|
||
Cash flow used for investing activities
|
(21,057
|
)
|
|
(197,705
|
)
|
||
|
|
|
|
||||
Cash flow used for financing activities
|
(148,819
|
)
|
|
(25,740
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
143,666
|
|
|
(106,594
|
)
|
||
|
|
|
|
||||
Balance of cash and cash equivalents end of the period
|
$
|
173,070
|
|
|
$
|
29,268
|
|
•
|
Political advertising revenue outlook of at least $370 million;
|
•
|
Subscription revenue growth of up mid-twenties percentage-wise;
|
•
|
Capital expenditures $45 - $50 million (which includes non-recurring capital expenditures of $20 - $24 million);
|
•
|
Interest expense in the range of $210 - $215 million;
|
•
|
Net leverage ratio of 4.5x or less by year end; and
|
•
|
Effective tax rate in the range of 23.5% to 24.5%.
|
Exhibit Number
|
|
Description
|
|
|
|
3-1
|
|
|
|
|
|
3-1-1
|
|
|
|
|
|
3-1-2
|
|
|
|
|
|
3-2
|
|
|
|
|
|
10-1
|
|
|
|
|
|
10-2
|
|
|
|
|
|
10-3
|
|
|
|
|
|
10-4
|
|
|
|
|
|
31-1
|
|
|
|
|
|
31-2
|
|
|
|
|
|
32-1
|
|
|
|
|
|
32-2
|
|
|
|
|
|
101.INS
|
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Document.
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
|
|
|
Date: August 10, 2020
|
TEGNA INC.
|
|
|
|
/s/ Clifton A. McClelland III
|
|
Clifton A. McClelland III
|
|
Senior Vice President and Controller
|
|
(on behalf of Registrant and as Principal Accounting Officer)
|
Employee:
|
Location:
|
|
|
Grant Date:
|
________, 2020
|
|
|
Performance Period Commencement Date:
|
________, 2020
|
|
|
Performance Period End Date:
|
________, 2023
|
|
|
Performance Share Payment Date:
|
On a date specified by the Committee that is within 30 days after the Performance Period End Date
|
|
|
Target Number of Performance Shares:
|
_____*
|
|
|
|
TEGNA Inc.
|
|
|
|
|
|
|
|
|
Employee’s Signature or Acceptance by
|
|
By:
|
Jeffery Newman
|
Electronic Signature
|
|
|
Senior Vice President/Human Resources
|
|
|
|
|
•
|
any material misappropriation of funds or property of the Company or its affiliate by the Employee;
|
•
|
unreasonable and persistent neglect or refusal by the Employee to perform his or her duties which is not remedied within thirty (30) days after receipt of written notice from the Company; or
|
•
|
conviction, including a plea of guilty or of nolo contendere, of the Employee of a securities law violation or a felony.
|
•
|
the material diminution of the Employee’s duties, authorities or responsibilities from those in effect immediately prior to the Change in Control;
|
•
|
a reduction in the Employee’s base salary or target bonus opportunity as in effect on the date immediately prior to the Change in Control;
|
•
|
failure to provide the Employee with an annual long-term incentive opportunity the grant date value of which is equivalent to or greater in value than Employee’s regular annual long-term incentive opportunity in effect on the date of the Change of Control (counting only normal long-term incentive awards made as a part of the regular annual pay package, not special awards not made on a regular basis), calculated using widely recognized valuation methodologies by an experienced compensation consultant at a nationally recognized firm;
|
•
|
the relocation of the Employee’s office from the location at which the Employee is principally employed immediately prior to the date of the Change in Control to a location 35 or more miles farther from the Employee’s residence immediately prior to the Change in Control, or the Company’s requiring the Employee to be based anywhere other than the Company’s offices at such location, except for required travel on the Company’s business to an extent substantially consistent with the Employee’s business travel obligations prior to the Change in Control; or
|
•
|
the failure by the Company or its affiliate to pay any compensation or benefits due to the Employee.
|
•
|
The converted or substituted award must be a right to receive an amount of cash and/or equity that has a value, measured at the time of such conversion or substitution, that is equal to the value of this Award as of the date of the Change in Control;
|
•
|
Any equity payable in connection with a converted or substituted award must be publicly traded equity securities of the Company, a successor company or their direct or indirect parent company, and such equity issuable with respect to a converted or substituted award must be covered by a registration statement filed with the Securities Exchange Commission that permits the immediate sale of such shares on a national exchange;
|
•
|
The vesting terms of any converted or substituted award must be substantially identical to the terms of this Award; and
|
•
|
The other terms and conditions of any converted or substituted award must be no less favorable to the Employee than the terms of this Award are as of the date of the Change in Control (including the provisions that would apply in the event of a subsequent Change in Control).
|
(i)
|
67% of the Employee’s Target Number of Performance Shares multiplied by the Applicable Percentage determined pursuant to the chart set forth below based on the Company’s Actual 2020-2021 Compensation Adjusted EBITDA versus the Company’s 2020-2021 Target Compensation Adjusted EBITDA; and
|
(ii)
|
33% of the Employee’s Target Number of Performance Shares multiplied by the Applicable Percentage determined pursuant to the chart set forth below based on the Company’s Actual 2020-2021 FCF as a Percentage of Total Revenue versus the Company’s 2020-2021 Target FCF as a Percentage of Target Revenue.
|
Applicable Percentage Chart
|
||
|
Actual Versus Target
|
Applicable Percentage
|
Below Threshold
|
Below 80%
|
0% - No Award
|
Threshold
|
80%
|
65%*
|
Target
|
100%
|
100%*
|
Maximum
|
110%
|
200%*
|
Above Maximum
|
More than 110%
|
200%
|
(i)
|
If the Change in Control occurs in 2020 or 2021, the number of Performance Shares shall equal the Target Number of Performance Shares; and
|
(ii)
|
If the Change in Control occurs in 2022 or later, the number of Performance Shares shall equal the number earned based on actual performance in 2020 and 2021 as determined by the Committee as constituted immediately prior to the Change in Control.
|
Employee:
|
Location:
|
|
|
Grant Date:
|
________________________
|
|
|
Stock Unit Commencement Date:
|
________________________
|
|
|
Stock Unit Expiration Date:
|
________________________
|
|
|
Stock Unit Vesting Schedule:
|
25% of the Stock Units shall vest on ______*
|
|
25% of the Stock Units shall vest on ______*
|
|
25% of the Stock Units shall vest on ______*
|
|
25% of the Stock Units shall vest on ______*
|
|
|
Payment Date:
|
25% of the Stock Units shall be paid on ______*
|
|
25% of the Stock Units shall be paid on ______*
|
|
25% of the Stock Units shall be paid on ______*
|
|
25% of the Stock Units shall be paid on ______*
|
|
|
|
TEGNA Inc.
|
|
|
|
|
|
|
|
|
Employee’s Signature or Acceptance by
|
|
By:
|
Jeffery Newman
|
Electronic Signature
|
|
|
Senior Vice President/Human Resources
|
|
|
|
|
•
|
any material misappropriation of funds or property of the Company or its affiliate by the Employee;
|
•
|
unreasonable and persistent neglect or refusal by the Employee to perform his or her duties which is not remedied within thirty (30) days after receipt of written notice from the Company; or
|
•
|
conviction, including a plea of guilty or of nolo contendere, of the Employee of a securities law violation or a felony.
|
•
|
the material diminution of the Employee’s duties, authorities or responsibilities from those in effect immediately prior to the Change in Control;
|
•
|
a reduction in the Employee’s base salary or target bonus opportunity as in effect on the date immediately prior to the Change in Control;
|
•
|
failure to provide the Employee with an annual long-term incentive opportunity the grant date value of which is equivalent to or greater in value than Employee’s regular annual long-term incentive opportunity in effect on the date of the Change of Control (counting only normal long-term incentive awards made as a part of the regular annual pay package, not special awards not made on a regular basis), calculated using widely recognized valuation methodologies by an experienced compensation consultant at a nationally recognized firm;
|
•
|
the relocation of the Employee’s office from the location at which the Employee is principally employed immediately prior to the date of the Change in Control to a location 35 or more miles farther from the Employee’s residence immediately prior to the Change in Control, or the Company’s requiring the Employee to be based anywhere other than the Company’s offices at such location, except for required travel on the Company’s business to an extent substantially consistent with the Employee’s business travel obligations prior to the Change in Control; or
|
•
|
the failure by the Company or its affiliate to pay any compensation or benefits due to the Employee.
|
•
|
The converted or substituted award must be a right to receive an amount of cash and/or equity that has a value, measured at the time of such conversion or substitution, that is equal to the value of this Award as of the date of the Change in Control;
|
•
|
Any equity payable in connection with a converted or substituted award must be publicly traded equity securities of the Company, a successor company or their direct or indirect parent company, and such equity issuable with respect to a converted or substituted award must be covered by a registration statement filed with the Securities Exchange Commission that permits the immediate sale of such shares on a national exchange;
|
•
|
The vesting terms of any converted or substituted award must be substantially identical to the terms of this Award; and
|
•
|
The other terms and conditions of any converted or substituted award must be no less favorable to the Employee than the terms of this Award are as of the date of the Change in Control (including the provisions that would apply in the event of a subsequent Change in Control).
|
Director:
|
|
|
|
Grant Date:
|
April 30, 2020
|
|
|
Payment Date:
|
May 1, 2021
|
|
|
Stock Unit Vesting Schedule:
|
25% of the Stock Units shall vest on August 1, 2020*
|
|
25% of the Stock Units shall vest on November 1, 2020*
|
|
25% of the Stock Units shall vest on February 1, 2021*
|
|
25% of the Stock Units shall vest on earlier of May 1, 2021 or the date of the 2021 Annual Meeting*
|
|
|
|
TEGNA Inc.
|
|
|
|
|
|
|
|
|
Director’s Signature or Acceptance by
|
|
By:
|
Jeffery Newman
|
Electronic Signature
|
|
|
SVP/ Chief Human Resources Officer
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of TEGNA Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ David T. Lougee
|
David T. Lougee
|
President and Chief Executive Officer
|
(principal executive officer)
|
|
Date: August 10, 2020
|
1.
|
I have reviewed this quarterly report on Form 10-Q of TEGNA Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ Victoria D. Harker
|
Victoria D. Harker
|
Chief Financial Officer (principal financial officer)
|
|
Date: August 10, 2020
|
(1)
|
the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of TEGNA.
|
/s/ David T. Lougee
|
David T. Lougee
|
President and Chief Executive Officer
|
(principal executive officer)
|
August 10, 2020
|
(1)
|
the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of TEGNA.
|
/s/ Victoria D. Harker
|
Victoria D. Harker
|
Chief Financial Officer (principal financial officer)
|
August 10, 2020
|