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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
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OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended June 30, 2017
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Commission file number 1-5128
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $1
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
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Title of class
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Class B Common Stock, par value $1
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DOCUMENT INCORPORATED BY REFERENCE
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Certain portions of the Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on
November 8, 2017, are incorporated by reference in Part III to the extent described therein.
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TABLE OF CONTENTS
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Page
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Part I
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Business
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Description of Business
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Local Media
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National Media
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Executive Officers of the Company
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Employees
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Other
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Available Information
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Forward Looking Statements
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Risk Factors
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Unresolved Staff Comments
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Properties
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Legal Proceedings
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Mine Safety Disclosures
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Part II
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Market for Registrant's Common Equity, Related Shareholder Matters, and
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Issuer Purchases of Equity Securities
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Selected Financial Data
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Management's Discussion and Analysis of Financial Condition and
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Results of Operations
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Quantitative and Qualitative Disclosures About Market Risk
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Financial Statements and Supplementary Data
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Changes in and Disagreements with Accountants on Accounting and
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Financial Disclosure
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Controls and Procedures
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Other Information
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Part III
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Directors, Executive Officers, and Corporate Governance
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Executive Compensation
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Security Ownership of Certain Beneficial Owners and Management and
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Related Stockholder Matters
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Certain Relationships and Related Transactions and Director Independence
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Principal Accounting Fees and Services
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Part IV
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Exhibits, Financial Statement Schedules
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Meredith Corporation and its consolidated subsidiaries are referred to in this Annual Report on Form 10-K
(Form 10-K) as Meredith, the Company, we, our, and us.
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PART I |
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Station,
Market
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DMA
National
Rank
1
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Network
Affiliation
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Expiration
Date of Network Affiliation
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Virtual
Channel
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Expiration
Date of FCC
License
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Average
Audience
Share
2
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WGCL-TV
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10
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CBS
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August 2020
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46
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April 2021
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3.8 %
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Atlanta, GA
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WPCH-TV
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10
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Independent
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n/a
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17
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April 2021
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2.0 %
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Atlanta, GA
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KPHO-TV
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12
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CBS
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August 2020
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5
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October 2022
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6.3 %
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Phoenix, AZ
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KTVK
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12
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Independent
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n/a
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3
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October 2022
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3.8 %
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Phoenix, AZ
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KMOV
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21
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CBS
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June 2020
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4
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February 2022
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10.4 %
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St. Louis, MO
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KPTV
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25
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FOX
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December 2018
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12
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February 2023
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5.3 %
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Portland, OR
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KPDX
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25
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MyNetworkTV
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September 2018
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49
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February 2023
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1.7 %
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Portland, OR
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WSMV-TV
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29
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NBC
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December 2017
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4
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August 2021
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7.1 %
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Nashville, TN
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WFSB
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30
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CBS
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June 2020
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3
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April 2023
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11.3 %
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Hartford, CT
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New Haven, CT
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KCTV
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33
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CBS
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August 2020
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5
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February 2022
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9.0 %
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Kansas City, MO
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KSMO-TV
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33
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MyNetworkTV
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September 2018
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62
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February 2022
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0.8 %
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Kansas City, MO
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WHNS
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37
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FOX
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December 2018
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21
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December 2020
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3.6 %
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Greenville, SC
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Spartanburg, SC
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Asheville, NC
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Anderson, SC
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KVVU-TV
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40
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FOX
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December 2018
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5
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October 2022
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4.8 %
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Las Vegas, NV
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Title
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Description
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Frequency
per Year
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Year-end
Rate Base
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1
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Better Homes & Gardens
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Women's service
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12
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7,600,000
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Family Circle
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Women's service
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12
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4,000,000
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Shape
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Women's lifestyle
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10
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2,500,000
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Parents
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Parenting
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12
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2,200,000
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FamilyFun
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Parenting
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9
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2,100,000
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Martha Stewart Living
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Women's service
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10
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2,050,000
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Fit Pregnancy and Baby
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Parenting
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11
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2,000,000
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Rachael Ray Every Day
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Women's lifestyle and food
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10
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1,700,000
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Allrecipes
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Food
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6
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1,350,000
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EatingWell
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Women's lifestyle and food
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6
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1,000,000
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Midwest Living
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Travel and lifestyle
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6
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950,000
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Traditional Home
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Home decorating
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8
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850,000
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Successful Farming
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Farming business
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13
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390,000
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Wood
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Woodworking
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7
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340,000
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1
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Rate base is the circulation guaranteed to advertisers. Actual circulation generally exceeds rate base and for most of the Company's titles is tracked by the Alliance for Audited Media, which issues periodic statements for audited magazines.
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The preceding risk factors should not be construed as a complete list of factors that
may affect our future operations and financial results.
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PART II |
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High
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Low
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Dividends
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Fiscal 2017
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First Quarter
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$
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57.53
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$
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49.17
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$
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0.4950
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Second Quarter
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59.70
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43.85
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0.4950
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Third Quarter
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66.25
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54.60
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0.5200
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Fourth Quarter
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66.15
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51.20
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0.5200
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High
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Low
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Dividends
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Fiscal 2016
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First Quarter
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$
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53.11
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$
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39.40
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$
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0.4575
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Second Quarter
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47.70
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38.80
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0.4575
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Third Quarter
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48.00
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35.03
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0.4950
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Fourth Quarter
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52.49
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44.80
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0.4950
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Period
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(a)
Total number
of shares
purchased
1, 2
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(b)
Average price
paid
per share
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(c)
Total number of shares
purchased as part of
publicly announced
programs
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(d)
Approximate dollar value of shares that may yet be
purchased under the
programs
|
|||||||||||||
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(in thousands)
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April 1 to
April 30, 2017
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1,625
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$
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64.26
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499
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$
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70,191
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May 1 to
May 31, 2017
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40,653
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53.28
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40,358
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|
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68,040
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June 1 to
June 30, 2017
|
—
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—
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—
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68,040
|
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Total
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42,278
|
|
|
|
53.71
|
|
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40,857
|
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1
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The number of shares purchased includes 499 shares in April 2017 and 358 shares in May 2017 delivered or deemed to be delivered to us in satisfaction of tax withholding on option exercises and the vesting of restricted shares. These shares are included as part of our repurchase program and reduce the repurchase authority granted by our Board.
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2
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The number of shares purchased includes 1,126 shares in April 2017 and 295 shares in May 2017 deemed to be delivered to us on tender of stock in payment for the exercise price of options. These shares do not reduce the repurchase authority granted by our Board.
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•
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Increasing Meredith’s powerful consumer connection
- Consumer engagement expanded across Meredith’s media platforms, including magazine readership, digital and mobile traffic, and sales of branded product at retail.
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•
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Rapidly growing digital, mobile, video, and social platforms
- Total Company digital advertising revenues grew 20 percent. National media digital advertising increased more than 20 percent and represented more than 30 percent of its total advertising. Local media digital advertising rose more than 15 percent. Traffic across Meredith’s digital properties averaged 86 million unique visitors per month, an increase of 8 percent over the prior year.
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•
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Generating record political advertising revenues
- Our television stations generated $63 million of political advertising revenues, an increase of 43 percent compared to the fiscal 2015 election cycle.
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•
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Expanding Meredith’s media portfolio:
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◦
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In the local media segment, Meredith acquired Peachtree TV in Atlanta, the nation’s 10th largest market. With Peachtree TV, we created our fifth owned-and-operated duopoly. To further strengthen our competitive position, we added newscasts in Atlanta, Phoenix, Portland, Nashville, Greenville, and Flint/Saginaw.
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◦
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In the national media segment, we launched
The Magnolia Journal
, an extension of Joanna and Chip Gaines’ popular Magnolia brand. It quickly became the strongest-selling newsstand title in Meredith’s recent history and is currently selling more than 900,000 copies of each issue.
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•
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Successful renewal of key strategic agreements:
|
◦
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In the local media segment, we renewed our CBS affiliation agreements for our stations in Atlanta, Phoenix, Kansas City, and Flint/Saginaw into fiscal 2021. We also extended our FOX agreements in Portland, Las Vegas, Greenville, Mobile, and Springfield into fiscal 2019.
|
◦
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In the national media segment, we renewed our licensing program with Walmart. In addition, we launched several new brand licensing programs, including a well-received EatingWell line of frozen entrées and a Shape line of apparel for women.
|
•
|
Successful execution of our total shareholder return strategy
- We increased our dividend by 5.1 percent to $2.08 per share on an annualized basis, its 24th consecutive year of dividend growth. As of June 30, 2017, our dividend yield was 3.5 percent.
|
•
|
Local media revenues increased
15 percent
and operating profit rose
36 percent
reflecting increased cyclical political advertising and higher retransmission consent revenues.
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•
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National media revenues declined
2 percent
as declines in the revenues of our magazine operations of $43.0 million and our MXM operations of $6.7 million more than offset increased revenues in our digital operations of $34.2 million. Approximately 30 percent of the decline in magazine operation revenues was due to the closure of
MORE
magazine effective following the April 2016 issue. Operating expenses decreased 16 percent. In fiscal 2017, the Company recorded a pre-tax non-cash impairment charge of $5.3 million to reduce trademarks whereas in fiscal 2016, the Company recorded pre-tax non-cash impairment charges of $155.8 million to reduce goodwill and trademarks. Due primarily to the significantly smaller impairment charge recorded in fiscal 2017, national media operating profit increased $164.2 million in fiscal 2017. In addition, growth in the operating profit of our digital operations of $21.6 million and an increase in the reduction of previously accrued contingent consideration payable of $15.3 million more than offset declines in the operating profit of our magazine operations of $14.4 million and MXM's operations of $7.2 million.
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•
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Due to the resolution of certain federal and state tax matters, an income tax benefit of $6.7 million was recorded in fiscal 2017.
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•
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During fiscal 2017, management committed to several performance improvement plans related primarily to business realignments. These actions resulted in selected workforce reductions. In connection with these plans, the Company recorded pre-tax restructuring charges totaling $12.4 million, which consisted primarily of severance and related benefit costs for the involuntary termination of employees.
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•
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Diluted earnings per share increased
455 percent
to
$4.16
from
$0.75
in the prior year primarily due to the increase in political advertising and retransmission consent revenues, the increase in the reduction of previously accrued contingent consideration payable, and the credit to income taxes. Prior-year earnings per share was impacted by the goodwill and trademark impairments, income received from the termination of a merger, and merger-related expenses incurred by the Company.
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•
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In
fiscal 2017
, we generated
$219.3 million
in operating cash flows, invested
$84.4 million
in acquisitions of and investments in businesses, and invested
$34.8 million
in capital improvements.
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Years ended June 30,
|
2017
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|
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Change
|
2016
|
|
|
Change
|
2015
|
|
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(In millions except per share data)
|
|
|
|
|
|
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|
||||||||
Total revenues
|
$
|
1,713.4
|
|
|
4
|
%
|
|
$
|
1,649.6
|
|
|
3
|
%
|
|
$
|
1,594.2
|
|
Costs and expenses
|
1,344.1
|
|
|
0
|
%
|
|
1,341.9
|
|
|
4
|
%
|
|
1,294.3
|
|
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Depreciation and amortization
|
53.9
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|
|
(9
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)%
|
|
59.1
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|
|
5
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%
|
|
56.5
|
|
|||
Impairment of goodwill and other long-lived assets
|
6.2
|
|
|
(96
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)%
|
|
161.5
|
|
|
n/m
|
|
|
1.3
|
|
|||
Merger termination fee net of merger-related costs
|
—
|
|
|
(100
|
)%
|
|
(43.5
|
)
|
|
n/m
|
|
|
—
|
|
|||
Total operating expenses
|
1,404.2
|
|
|
(8
|
)%
|
|
1,519.0
|
|
|
12
|
%
|
|
1,352.1
|
|
|||
Income from operations
|
$
|
309.2
|
|
|
137
|
%
|
|
$
|
130.6
|
|
|
(46
|
)%
|
|
$
|
242.1
|
|
Net earnings
|
$
|
188.9
|
|
|
457
|
%
|
|
$
|
33.9
|
|
|
(75
|
)%
|
|
$
|
136.8
|
|
Diluted earnings per share
|
4.16
|
|
|
455
|
%
|
|
0.75
|
|
|
(75
|
)%
|
|
3.02
|
|
|||
n/m - Not meaningful
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
2017
|
|
|
Change
|
2016
|
|
|
Change
|
2015
|
|
|||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
630.1
|
|
|
15
|
%
|
|
$
|
548.4
|
|
|
3
|
%
|
|
$
|
534.3
|
|
Operating expenses
|
(415.2
|
)
|
|
6
|
%
|
|
(389.9
|
)
|
|
5
|
%
|
|
(371.6
|
)
|
|||
Operating profit
|
$
|
214.9
|
|
|
36
|
%
|
|
$
|
158.5
|
|
|
(3
|
)%
|
|
$
|
162.7
|
|
Years ended June 30,
|
2017
|
|
|
Change
|
2016
|
|
|
Change
|
2015
|
|
|||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||
Non-political advertising
|
$
|
351.5
|
|
|
(6
|
)%
|
|
$
|
374.1
|
|
|
5
|
%
|
|
$
|
356.5
|
|
Political advertising
|
62.5
|
|
|
379
|
%
|
|
13.0
|
|
|
(70
|
)%
|
|
43.8
|
|
|||
Other
|
216.1
|
|
|
34
|
%
|
|
161.3
|
|
|
20
|
%
|
|
134.0
|
|
|||
Total revenues
|
$
|
630.1
|
|
|
15
|
%
|
|
$
|
548.4
|
|
|
3
|
%
|
|
$
|
534.3
|
|
Years ended June 30,
|
2017
|
|
|
Change
|
2016
|
|
|
Change
|
2015
|
|
|||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
1,083.2
|
|
|
(2
|
)%
|
|
$
|
1,101.2
|
|
|
4
|
%
|
|
$
|
1,059.9
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||
Costs and expenses
|
(931.4
|
)
|
|
(3
|
)%
|
|
(963.1
|
)
|
|
3
|
%
|
|
(937.2
|
)
|
|||
Impairment of goodwill and other long-lived assets
|
(5.3
|
)
|
|
(97
|
)%
|
|
(155.8
|
)
|
|
n/m
|
|
|
—
|
|
|||
Total operating expenses
|
(936.7
|
)
|
|
(16
|
)%
|
|
(1,118.9
|
)
|
|
19
|
%
|
|
(937.2
|
)
|
|||
Operating profit (loss)
|
$
|
146.5
|
|
|
n/m
|
|
|
$
|
(17.7
|
)
|
|
n/m
|
|
|
$
|
122.7
|
|
n/m - Not meaningful
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
2017
|
|
|
Change
|
2016
|
|
|
Change
|
2015
|
|
|||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||
Advertising
|
$
|
520.1
|
|
|
(1
|
)%
|
|
$
|
527.1
|
|
|
6
|
%
|
|
$
|
496.2
|
|
Circulation
|
322.0
|
|
|
(2
|
)%
|
|
328.6
|
|
|
5
|
%
|
|
313.7
|
|
|||
Other
|
241.1
|
|
|
(2
|
)%
|
|
245.5
|
|
|
(2
|
)%
|
|
250.0
|
|
|||
Total revenues
|
$
|
1,083.2
|
|
|
(2
|
)%
|
|
$
|
1,101.2
|
|
|
4
|
%
|
|
$
|
1,059.9
|
|
Years ended June 30,
|
2017
|
|
|
Change
|
2016
|
|
|
Change
|
2015
|
|
||||
Better Homes & Gardens
|
1,043
|
|
|
3
|
%
|
|
1,009
|
|
|
(8
|
)%
|
|
1,099
|
|
Family Circle
|
954
|
|
|
1
|
%
|
|
948
|
|
|
(1
|
)%
|
|
956
|
|
Parents
|
885
|
|
|
(11
|
)%
|
|
994
|
|
|
(7
|
)%
|
|
1,074
|
|
Shape / Fitness
|
885
|
|
|
(2
|
)%
|
|
905
|
|
|
26
|
%
|
|
720
|
|
Martha Stewart Living
1
|
602
|
|
|
7
|
%
|
|
565
|
|
|
88
|
%
|
|
301
|
|
Rachael Ray Every Day
|
519
|
|
|
6
|
%
|
|
491
|
|
|
(4
|
)%
|
|
513
|
|
Traditional Home
|
440
|
|
|
(11
|
)%
|
|
496
|
|
|
1
|
%
|
|
493
|
|
Midwest Living
|
416
|
|
|
12
|
%
|
|
373
|
|
|
4
|
%
|
|
358
|
|
FamilyFun
|
317
|
|
|
(24
|
)%
|
|
418
|
|
|
(5
|
)%
|
|
441
|
|
EatingWell
|
305
|
|
|
7
|
%
|
|
286
|
|
|
11
|
%
|
|
257
|
|
Allrecipes
|
299
|
|
|
19
|
%
|
|
252
|
|
|
54
|
%
|
|
164
|
|
Fit Pregnancy and Baby / American Baby
|
229
|
|
|
(10
|
)%
|
|
254
|
|
|
(18
|
)%
|
|
309
|
|
More
2
|
—
|
|
|
—
|
|
|
296
|
|
|
(48
|
)%
|
|
565
|
|
¹ Since date of acquisition in fiscal 2015
|
|
|
|
|
|
|
|
|
|
|||||
2
Closed during fiscal 2016
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
|
2017
|
|
|
Change
|
|
2016
|
|
|
Change
|
|
2015
|
|
|||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Costs and expenses
|
|
$
|
51.4
|
|
|
7
|
%
|
|
|
$
|
48.0
|
|
|
11
|
%
|
|
|
$
|
43.2
|
|
Impairment of goodwill and other long-lived assets
|
|
0.9
|
|
|
(85
|
)%
|
|
|
5.7
|
|
|
n/m
|
|
|
|
—
|
|
|||
Merger termination fee net of merger-related costs
|
|
—
|
|
|
(100
|
)%
|
|
|
(43.5
|
)
|
|
n/m
|
|
|
|
—
|
|
|||
Unallocated corporate expenses
|
|
$
|
52.3
|
|
|
413
|
%
|
|
|
$
|
10.2
|
|
|
(76
|
)%
|
|
|
$
|
43.2
|
|
n/m - Not meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
2017
|
|
|
Change
|
2016
|
|
|
Change
|
2015
|
|
|||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
||||||||
Production, distribution, and editorial
|
$
|
602.9
|
|
|
(1
|
)%
|
|
$
|
611.8
|
|
|
2
|
%
|
|
$
|
598.9
|
|
Selling, general, and administrative
|
741.2
|
|
|
2
|
%
|
|
730.1
|
|
|
5
|
%
|
|
695.4
|
|
|||
Depreciation and amortization
|
53.9
|
|
|
(9
|
)%
|
|
59.1
|
|
|
5
|
%
|
|
56.5
|
|
|||
Impairment of goodwill and other long-lived assets
|
6.2
|
|
|
(96
|
)%
|
|
161.5
|
|
|
n/m
|
|
|
1.3
|
|
|||
Merger termination fee net of merger-related costs
|
—
|
|
|
(100
|
)%
|
|
(43.5
|
)
|
|
n/m
|
|
|
—
|
|
|||
Operating expenses
|
$
|
1,404.2
|
|
|
(8
|
)%
|
|
$
|
1,519.0
|
|
|
12
|
%
|
|
$
|
1,352.1
|
|
n/m - Not meaningful
|
|
|
|
|
|
|
|
|
|
Years ended June 30,
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
(In millions)
|
|
|
|
|
|
||||||
Cash flows from operating activities
|
$
|
219.3
|
|
|
$
|
226.6
|
|
|
$
|
192.3
|
|
Cash flows from investing activities
|
(117.7
|
)
|
|
(31.5
|
)
|
|
(206.8
|
)
|
|||
Cash flows from financing activities
|
(104.3
|
)
|
|
(193.0
|
)
|
|
0.7
|
|
|||
Net cash flows
|
$
|
(2.7
|
)
|
|
$
|
2.1
|
|
|
$
|
(13.8
|
)
|
Cash and cash equivalents
|
$
|
22.3
|
|
|
$
|
25.0
|
|
|
$
|
22.8
|
|
Total long-term debt
|
700.6
|
|
|
695.0
|
|
|
795.0
|
|
|||
Shareholders' equity
|
996.0
|
|
|
889.0
|
|
|
951.9
|
|
|||
Debt to total capitalization
|
41%
|
|
|
44%
|
|
|
46%
|
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
Contractual obligations
|
Total
|
|
|
Less than
1 Year
|
|
|
1-3
Years
|
|
|
4-5
Years
|
|
|
After 5
Years
|
|
||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total long-term debt
|
$
|
700.6
|
|
|
$
|
62.5
|
|
|
$
|
46.8
|
|
|
$
|
341.3
|
|
|
$
|
250.0
|
|
|
Debt interest
1
|
73.0
|
|
|
15.4
|
|
|
26.3
|
|
|
21.8
|
|
|
9.5
|
|
||||||
Broadcast rights and network programming
|
484.5
|
|
|
173.0
|
|
|
288.3
|
|
|
20.4
|
|
|
2.8
|
|
||||||
Contingent consideration
2
|
35.9
|
|
|
4.0
|
|
|
27.2
|
|
|
4.7
|
|
|
—
|
|
||||||
Operating leases
|
134.6
|
|
|
18.4
|
|
|
33.4
|
|
|
27.4
|
|
|
55.4
|
|
||||||
Purchase obligations and other
3
|
32.7
|
|
|
17.8
|
|
|
8.9
|
|
|
2.4
|
|
|
3.6
|
|
||||||
Total contractual cash obligations
|
$
|
1,461.3
|
|
|
$
|
291.1
|
|
|
$
|
430.9
|
|
|
$
|
418.0
|
|
|
$
|
321.3
|
|
|
|
|
|||||||||||||||||||
1
|
Debt interest represents semi-annual interest payments due on fixed-rate senior notes outstanding at June 30, 2017, and estimated interest payments on variable-rate term loan and variable-rate private placement senior notes outstanding at June 30, 2017. Interest payments on variable-rate debt is estimated using the effective interest rate including projected payments related to interest rate swaps as of June 30, 2017.
|
|||||||||||||||||||
2
|
While it is not certain if or when these contingent acquisition payments will be made, we have included the payments in the table based on our best estimates of the amounts and dates when the contingencies may be resolved.
|
|||||||||||||||||||
3
|
Purchase obligations and other includes expected postretirement benefit payments.
|
Index to Financial Statements and Supplementary Data
|
|
|
|
Page
|
|
|
|
|
|
|
|
Financial Statements
|
|
Consolidated
Balance Sheets
as of June 30, 2017 and 2016
|
|
Consolidated
Statements of Earnings
for the Years Ended June 30, 2017, 2016, and 2015
|
|
Consolidated
Statements of Comprehensive Income
for the Years Ended June 30, 2017, 2016, and 2015
|
|
Consolidated
Statements of Shareholders' Equity
for the Years Ended June 30, 2017, 2016, and 2015
|
|
Consolidated
Statements of Cash Flows
for the Years Ended June 30, 2017, 2016, and 2015
|
|
Notes
to Consolidated Financial Statements
|
|
|
|
|
|
Financial Statement Schedule
|
|
Assets
|
June 30,
|
2017
|
|
|
2016
|
|
||
(In thousands)
|
|
|
|
|||||
Current assets
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
22,287
|
|
|
$
|
24,970
|
|
|
Accounts receivable
(net of allowances of $7,975 in 2017 and $8,331 in 2016)
|
289,052
|
|
|
273,927
|
|
|||
Inventories
|
21,890
|
|
|
20,678
|
|
|||
Current portion of subscription acquisition costs
|
144,896
|
|
|
133,338
|
|
|||
Current portion of broadcast rights
|
7,853
|
|
|
4,220
|
|
|||
Other current assets
|
19,275
|
|
|
24,023
|
|
|||
Total current assets
|
505,253
|
|
|
481,156
|
|
|||
Property, plant, and equipment
|
|
|
|
|||||
Land
|
24,725
|
|
|
24,697
|
|
|||
Buildings and improvements
|
153,680
|
|
|
149,950
|
|
|||
Machinery and equipment
|
355,087
|
|
|
332,314
|
|
|||
Leasehold improvements
|
14,349
|
|
|
14,317
|
|
|||
Construction in progress
|
1,695
|
|
|
8,774
|
|
|||
Total property, plant, and equipment
|
549,536
|
|
|
530,052
|
|
|||
Less accumulated depreciation
|
(359,670
|
)
|
|
(339,099
|
)
|
|||
Net property, plant, and equipment
|
189,866
|
|
|
190,953
|
|
|||
Subscription acquisition costs
|
79,740
|
|
|
95,960
|
|
|||
Broadcast rights
|
21,807
|
|
|
4,565
|
|
|||
Other assets
|
69,616
|
|
|
57,151
|
|
|||
Intangible assets, net
|
955,883
|
|
|
913,877
|
|
|||
Goodwill
|
907,458
|
|
|
883,129
|
|
|||
Total assets
|
$
|
2,729,623
|
|
|
$
|
2,626,791
|
|
|
|
|
|
|
|||||
See accompanying Notes to Consolidated Financial Statements
|
|
|
|
Liabilities and Shareholders' Equity
|
June 30,
|
2017
|
|
|
2016
|
|
||
(In thousands except per share data
)
|
|
|
|
|||||
Current liabilities
|
|
|
|
|||||
Current portion of long-term debt
|
$
|
62,500
|
|
|
$
|
75,000
|
|
|
Current portion of long-term broadcast rights payable
|
9,206
|
|
|
4,649
|
|
|||
Accounts payable
|
66,598
|
|
|
82,107
|
|
|||
Accrued expenses
|
|
|
|
|||||
Compensation and benefits
|
68,988
|
|
|
71,135
|
|
|||
Distribution expenses
|
5,271
|
|
|
10,779
|
|
|||
Other taxes and expenses
|
42,648
|
|
|
34,863
|
|
|||
Total accrued expenses
|
116,907
|
|
|
116,777
|
|
|||
Current portion of unearned subscription revenues
|
204,459
|
|
|
199,359
|
|
|||
Total current liabilities
|
459,670
|
|
|
477,892
|
|
|||
Long-term debt
|
635,737
|
|
|
618,506
|
|
|||
Long-term broadcast rights payable
|
22,454
|
|
|
5,524
|
|
|||
Unearned subscription revenues
|
106,506
|
|
|
128,534
|
|
|||
Deferred income taxes
|
384,726
|
|
|
336,346
|
|
|||
Other noncurrent liabilities
|
124,558
|
|
|
170,946
|
|
|||
Total liabilities
|
1,733,651
|
|
|
1,737,748
|
|
|||
Shareholders' equity
|
|
|
|
|||||
Series preferred stock, par value $1 per share
|
|
|
|
|||||
Authorized 5,000 shares; none issued
|
—
|
|
|
—
|
|
|||
Common stock, par value $1 per share
|
|
|
|
|||||
Authorized 80,000 shares; issued and outstanding 39,433 shares in 2017 (excluding 24,754 treasury shares) and 39,272 shares in 2016 (excluding 24,607 treasury shares)
|
39,433
|
|
|
39,272
|
|
|||
Class B stock, par value $1 per share, convertible to common stock
|
|
|
|
|||||
Authorized 15,000 shares; issued and outstanding 5,119 shares in 2017 and 5,284 shares in 2016
|
5,119
|
|
|
5,284
|
|
|||
Additional paid-in capital
|
54,726
|
|
|
54,282
|
|
|||
Retained earnings
|
915,703
|
|
|
818,706
|
|
|||
Accumulated other comprehensive loss
|
(19,009
|
)
|
|
(28,501
|
)
|
|||
Total shareholders' equity
|
995,972
|
|
|
889,043
|
|
|||
Total liabilities and shareholders' equity
|
$
|
2,729,623
|
|
|
$
|
2,626,791
|
|
|
|
|
|
|
|||||
See accompanying Notes to Consolidated Financial Statements
|
|
|
|
Years ended June 30,
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
(In thousands except per share data)
|
|
|
|
|
|
||||||
Revenues
|
|
|
|
|
|
||||||
Advertising
|
$
|
934,153
|
|
|
$
|
914,202
|
|
|
$
|
896,548
|
|
Circulation
|
321,959
|
|
|
328,599
|
|
|
313,685
|
|
|||
All other
|
457,249
|
|
|
406,827
|
|
|
383,943
|
|
|||
Total revenues
|
1,713,361
|
|
|
1,649,628
|
|
|
1,594,176
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Production, distribution, and editorial
|
602,985
|
|
|
611,872
|
|
|
598,941
|
|
|||
Selling, general, and administrative
|
741,188
|
|
|
730,074
|
|
|
695,319
|
|
|||
Depreciation and amortization
|
53,892
|
|
|
59,152
|
|
|
56,546
|
|
|||
Impairment of goodwill and other long-lived assets
|
6,173
|
|
|
161,462
|
|
|
1,258
|
|
|||
Merger termination fee net of merger-related costs
|
—
|
|
|
(43,541
|
)
|
|
—
|
|
|||
Total operating expenses
|
1,404,238
|
|
|
1,519,019
|
|
|
1,352,064
|
|
|||
Income from operations
|
309,123
|
|
|
130,609
|
|
|
242,112
|
|
|||
Interest expense, net
|
(18,789
|
)
|
|
(20,402
|
)
|
|
(19,352
|
)
|
|||
Earnings before income taxes
|
290,334
|
|
|
110,207
|
|
|
222,760
|
|
|||
Income taxes
|
(101,406
|
)
|
|
(76,270
|
)
|
|
(85,969
|
)
|
|||
Net earnings
|
$
|
188,928
|
|
|
$
|
33,937
|
|
|
$
|
136,791
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
4.23
|
|
|
$
|
0.76
|
|
|
$
|
3.07
|
|
Basic average shares outstanding
|
44,617
|
|
|
44,606
|
|
|
44,522
|
|
|||
|
|
|
|
|
|
||||||
Diluted earnings per share
|
$
|
4.16
|
|
|
$
|
0.75
|
|
|
$
|
3.02
|
|
Diluted average shares outstanding
|
45,447
|
|
|
45,357
|
|
|
45,323
|
|
|||
|
|
|
|
|
|
||||||
Dividends paid per share
|
$
|
2.030
|
|
|
$
|
1.905
|
|
|
$
|
1.780
|
|
|
|
|
|
|
|
||||||
See accompanying Notes to Consolidated Financial Statements
|
|
|
|
|
|
Years ended June 30,
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
(In thousands)
|
|
|
|
|
|
||||||
Net earnings
|
$
|
188,928
|
|
|
$
|
33,937
|
|
|
$
|
136,791
|
|
Other comprehensive income (loss), net of income taxes
|
|
|
|
|
|
||||||
Pension and other postretirement benefit plans activity
|
5,327
|
|
|
(12,752
|
)
|
|
(2,591
|
)
|
|||
Unrealized gain (loss) on interest rate swaps
|
4,165
|
|
|
(3,101
|
)
|
|
(1,299
|
)
|
|||
Other comprehensive income (loss), net of income taxes
|
9,492
|
|
|
(15,853
|
)
|
|
(3,890
|
)
|
|||
Comprehensive income
|
$
|
198,420
|
|
|
$
|
18,084
|
|
|
$
|
132,901
|
|
|
|
|
|
|
|
||||||
See accompanying Notes to Consolidated Financial Statements
|
|
|
|
|
|
(In thousands except per share data)
|
Common
Stock - $1
par value
|
|
Class B
Stock - $1
par value
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Total
|
|||||||||||||
Balance at June 30, 2014
|
$
|
36,776
|
|
|
$
|
7,700
|
|
|
$
|
41,884
|
|
|
$
|
814,050
|
|
|
$
|
(8,758
|
)
|
|
$
|
891,652
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
136,791
|
|
|
|
—
|
|
|
136,791
|
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(3,890
|
)
|
|
(3,890
|
)
|
|||||
Stock issued under various incentive plans, net of forfeitures
|
1,069
|
|
|
—
|
|
|
40,182
|
|
|
—
|
|
|
|
—
|
|
|
41,251
|
|
|||||
Purchases of Company stock
|
(924
|
)
|
|
(1
|
)
|
|
(45,839
|
)
|
|
—
|
|
|
|
—
|
|
|
(46,764
|
)
|
|||||
Share-based compensation
|
—
|
|
|
—
|
|
|
12,515
|
|
|
—
|
|
|
|
—
|
|
|
12,515
|
|
|||||
Conversion of class B to common stock
|
736
|
|
|
(736
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|||||
Dividends paid, $1.780 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,276
|
)
|
|
|
—
|
|
|
(67,276
|
)
|
|||||
Class B stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,706
|
)
|
|
|
—
|
|
|
(12,706
|
)
|
|||||
Tax benefit from incentive plans
|
—
|
|
|
—
|
|
|
277
|
|
|
—
|
|
|
|
—
|
|
|
277
|
|
|||||
Balance at June 30, 2015
|
37,657
|
|
|
6,963
|
|
|
49,019
|
|
|
870,859
|
|
|
|
(12,648
|
)
|
|
951,850
|
|
|||||
Net earnings
|
|
|
|
|
|
|
|
33,937
|
|
|
|
—
|
|
|
33,937
|
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(15,853
|
)
|
|
(15,853
|
)
|
|||||
Stock issued under various incentive plans, net of forfeitures
|
587
|
|
|
—
|
|
|
20,292
|
|
|
—
|
|
|
|
—
|
|
|
20,879
|
|
|||||
Purchases of Company stock
|
(648
|
)
|
|
(3
|
)
|
|
(30,429
|
)
|
|
—
|
|
|
|
—
|
|
|
(31,080
|
)
|
|||||
Share-based compensation
|
—
|
|
|
—
|
|
|
12,757
|
|
|
—
|
|
|
|
—
|
|
|
12,757
|
|
|||||
Conversion of class B to common stock
|
1,676
|
|
|
(1,676
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|||||
Dividends paid, $1.905 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(72,874
|
)
|
|
|
—
|
|
|
(72,874
|
)
|
|||||
Class B stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,216
|
)
|
|
|
—
|
|
|
(13,216
|
)
|
|||||
Tax benefit from incentive plans
|
—
|
|
|
—
|
|
|
2,643
|
|
|
—
|
|
|
|
—
|
|
|
2,643
|
|
|||||
Balance at June 30, 2016
|
39,272
|
|
|
5,284
|
|
|
54,282
|
|
|
818,706
|
|
|
|
(28,501
|
)
|
|
889,043
|
|
|||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
188,928
|
|
|
|
—
|
|
|
188,928
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
9,492
|
|
|
9,492
|
|
|||||
Stock issued under various incentive plans, net of forfeitures
|
937
|
|
|
—
|
|
|
37,124
|
|
|
—
|
|
|
|
—
|
|
|
38,061
|
|
|||||
Purchases of Company stock
|
(941
|
)
|
|
—
|
|
|
(52,458
|
)
|
|
—
|
|
|
|
—
|
|
|
(53,399
|
)
|
|||||
Share-based compensation
|
—
|
|
|
—
|
|
|
12,737
|
|
|
—
|
|
|
|
—
|
|
|
12,737
|
|
|||||
Conversion of class B to common stock
|
165
|
|
|
(165
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|||||
Dividends paid, $2.030 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(81,419
|
)
|
|
|
—
|
|
|
(81,419
|
)
|
|||||
Class B stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,512
|
)
|
|
|
—
|
|
|
(10,512
|
)
|
|||||
Tax benefit from incentive plans
|
—
|
|
|
—
|
|
|
3,041
|
|
|
—
|
|
|
|
—
|
|
|
3,041
|
|
|||||
Balance at June 30, 2017
|
$
|
39,433
|
|
|
$
|
5,119
|
|
|
$
|
54,726
|
|
|
$
|
915,703
|
|
|
$
|
(19,009
|
)
|
|
$
|
995,972
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
See accompanying Notes to Consolidated Financial Statements
|
Years ended June 30,
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
(In thousands)
|
|
|
|
|
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net earnings
|
$
|
188,928
|
|
|
$
|
33,937
|
|
|
$
|
136,791
|
|
Adjustments to reconcile net earnings to net cash provided
by operating activities
|
|
|
|
|
|
||||||
Depreciation
|
34,770
|
|
|
39,430
|
|
|
38,918
|
|
|||
Amortization
|
19,122
|
|
|
19,722
|
|
|
17,628
|
|
|||
Share-based compensation
|
12,737
|
|
|
12,757
|
|
|
12,515
|
|
|||
Deferred income taxes
|
42,463
|
|
|
9,094
|
|
|
47,220
|
|
|||
Amortization of broadcast rights
|
17,580
|
|
|
16,735
|
|
|
16,576
|
|
|||
Payments for broadcast rights
|
(17,028
|
)
|
|
(16,865
|
)
|
|
(16,364
|
)
|
|||
Write-down of impaired assets
|
9,751
|
|
|
161,997
|
|
|
3,142
|
|
|||
Fair value adjustment to contingent consideration
|
(19,520
|
)
|
|
(4,104
|
)
|
|
(1,500
|
)
|
|||
Excess tax benefits from share-based payments
|
(6,765
|
)
|
|
(4,241
|
)
|
|
(6,471
|
)
|
|||
Changes in assets and liabilities, net of acquisitions/dispositions
|
|
|
|
|
|
||||||
Accounts receivable
|
(15,125
|
)
|
|
10,718
|
|
|
(18,991
|
)
|
|||
Inventories
|
(1,218
|
)
|
|
3,468
|
|
|
(1,013
|
)
|
|||
Other current assets
|
4,748
|
|
|
(518
|
)
|
|
(6,501
|
)
|
|||
Subscription acquisition costs
|
4,662
|
|
|
(3,106
|
)
|
|
(27,766
|
)
|
|||
Other assets
|
(2,070
|
)
|
|
4,906
|
|
|
(391
|
)
|
|||
Accounts payable
|
(15,509
|
)
|
|
(11,892
|
)
|
|
10,040
|
|
|||
Accrued expenses and other liabilities
|
8,390
|
|
|
(16,638
|
)
|
|
13,866
|
|
|||
Unearned subscription revenues
|
(16,928
|
)
|
|
(31,272
|
)
|
|
(19,093
|
)
|
|||
Other noncurrent liabilities
|
(29,642
|
)
|
|
2,469
|
|
|
(6,259
|
)
|
|||
Net cash provided by operating activities
|
219,346
|
|
|
226,597
|
|
|
192,347
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Acquisitions of and investments in businesses
|
(84,400
|
)
|
|
(8,186
|
)
|
|
(257,030
|
)
|
|||
Additions to property, plant, and equipment
|
(34,785
|
)
|
|
(25,035
|
)
|
|
(33,245
|
)
|
|||
Proceeds from disposition of assets
|
1,500
|
|
|
1,767
|
|
|
83,434
|
|
|||
Net cash used in investing activities
|
(117,685
|
)
|
|
(31,454
|
)
|
|
(206,841
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
380,000
|
|
|
167,500
|
|
|
470,000
|
|
|||
Repayments of long-term debt
|
(374,375
|
)
|
|
(267,500
|
)
|
|
(390,000
|
)
|
|||
Dividends paid
|
(91,931
|
)
|
|
(86,090
|
)
|
|
(79,982
|
)
|
|||
Purchases of Company stock
|
(53,399
|
)
|
|
(31,080
|
)
|
|
(46,764
|
)
|
|||
Proceeds from common stock issued
|
38,061
|
|
|
20,879
|
|
|
41,251
|
|
|||
Payment of acquisition-related contingent consideration
|
(8,000
|
)
|
|
(800
|
)
|
|
—
|
|
|||
Excess tax benefits from share-based payments
|
6,765
|
|
|
4,241
|
|
|
6,471
|
|
|||
Other
|
(1,465
|
)
|
|
(156
|
)
|
|
(236
|
)
|
|||
Net cash provided by (used in) financing activities
|
(104,344
|
)
|
|
(193,006
|
)
|
|
740
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(2,683
|
)
|
|
2,137
|
|
|
(13,754
|
)
|
|||
Cash and cash equivalents at beginning of year
|
24,970
|
|
|
22,833
|
|
|
36,587
|
|
|||
Cash and cash equivalents at end of year
|
$
|
22,287
|
|
|
$
|
24,970
|
|
|
$
|
22,833
|
|
|
|
|
|
|
|
||||||
See accompanying Notes to Consolidated Financial Statements
|
|
|
|
|
|
Years ended June 30,
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
(In thousands)
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information
|
|
|
|
|
|
||||||
Cash paid
|
|
|
|
|
|
||||||
Interest
|
$
|
22,045
|
|
|
$
|
20,235
|
|
|
$
|
19,111
|
|
Income taxes
|
73,145
|
|
|
72,979
|
|
|
40,419
|
|
|||
Non-cash transactions
|
|
|
|
|
|
||||||
Broadcast rights financed by contracts payable
|
15,396
|
|
|
19,264
|
|
|
15,300
|
|
|||
|
|
|
|
|
|
||||||
See accompanying Notes to Consolidated Financial Statements
|
|
|
|
|
|
(In thousands)
|
Local
Media
Acquisition
|
|
National Media Acquisition
|
|
Total
|
||||||
Consideration
|
|
|
|
|
|
||||||
Cash
|
$
|
70,000
|
|
|
$
|
11,819
|
|
|
$
|
81,819
|
|
Payment in escrow
|
—
|
|
|
1,600
|
|
|
1,600
|
|
|||
Contingent consideration arrangements
|
—
|
|
|
7,681
|
|
|
7,681
|
|
|||
Fair value of total consideration transferred
|
$
|
70,000
|
|
|
$
|
21,100
|
|
|
$
|
91,100
|
|
|
|
|
|
|
|
||||||
Recognized amounts of identifiable assets acquired and liabilities assumed
|
|
|
|
|
|
||||||
Total identifiable assets acquired
|
$
|
81,615
|
|
|
$
|
8,600
|
|
|
$
|
90,215
|
|
Total liabilities assumed
|
(23,444
|
)
|
|
—
|
|
|
(23,444
|
)
|
|||
Total identified net assets
|
58,171
|
|
|
8,600
|
|
|
66,771
|
|
|||
Goodwill
|
11,829
|
|
|
12,500
|
|
|
24,329
|
|
|||
|
$
|
70,000
|
|
|
$
|
21,100
|
|
|
$
|
91,100
|
|
(In thousands)
|
Local
Media Acquisition
|
|
National Media Acquisition
|
|
Total
|
||||||
Intangible assets subject to amortization
|
|
|
|
|
|
||||||
Retransmission agreements
|
$
|
6,694
|
|
|
$
|
—
|
|
|
$
|
6,694
|
|
Customer list
|
—
|
|
|
4,200
|
|
|
4,200
|
|
|||
Other
|
657
|
|
|
4,400
|
|
|
5,057
|
|
|||
Total
|
7,351
|
|
|
8,600
|
|
|
15,951
|
|
|||
Intangible assets not subject to amortization
|
|
|
|
|
|
||||||
FCC licenses
|
50,477
|
|
|
—
|
|
|
50,477
|
|
|||
Intangible assets
|
$
|
57,828
|
|
|
$
|
8,600
|
|
|
$
|
66,428
|
|
June 30,
|
2017
|
|
2016
|
||||
(In thousands)
|
|
|
|
||||
Raw materials
|
$
|
13,404
|
|
|
$
|
11,698
|
|
Work in process
|
8,665
|
|
|
10,107
|
|
||
Finished goods
|
1,111
|
|
|
1,834
|
|
||
|
23,180
|
|
|
23,639
|
|
||
Reserve for LIFO cost valuation
|
(1,290
|
)
|
|
(2,961
|
)
|
||
Inventories
|
$
|
21,890
|
|
|
$
|
20,678
|
|
June 30,
|
2017
|
|
|
2016
|
||||||||||||||||||||
(In thousands)
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Net
Amount
|
||||||||||||
Intangible assets
subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
National media
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advertiser relationships
|
$
|
18,610
|
|
|
$
|
(15,514
|
)
|
|
$
|
3,096
|
|
|
|
$
|
18,610
|
|
|
$
|
(10,670
|
)
|
|
$
|
7,940
|
|
Customer lists
|
7,280
|
|
|
(3,395
|
)
|
|
3,885
|
|
|
|
5,230
|
|
|
(4,310
|
)
|
|
920
|
|
||||||
Other
|
22,325
|
|
|
(9,850
|
)
|
|
12,475
|
|
|
|
19,425
|
|
|
(8,685
|
)
|
|
10,740
|
|
||||||
Local media
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Network affiliation agreements
|
229,309
|
|
|
(142,216
|
)
|
|
87,093
|
|
|
|
229,309
|
|
|
(135,789
|
)
|
|
93,520
|
|
||||||
Retransmission agreements
|
27,923
|
|
|
(10,700
|
)
|
|
17,223
|
|
|
|
21,229
|
|
|
(6,993
|
)
|
|
14,236
|
|
||||||
Other
|
1,680
|
|
|
(472
|
)
|
|
1,208
|
|
|
|
1,214
|
|
|
(419
|
)
|
|
795
|
|
||||||
Total
|
$
|
307,127
|
|
|
$
|
(182,147
|
)
|
|
124,980
|
|
|
|
$
|
295,017
|
|
|
$
|
(166,866
|
)
|
|
128,151
|
|
||
Intangible assets not
subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
National media
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Internet domain names
|
|
|
|
|
7,827
|
|
|
|
|
|
|
|
7,827
|
|
||||||||||
Trademarks
|
|
|
|
|
147,915
|
|
|
|
|
|
|
|
153,215
|
|
||||||||||
Local media
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
FCC licenses
|
|
|
|
|
675,161
|
|
|
|
|
|
|
|
624,684
|
|
||||||||||
Total
|
|
|
|
|
830,903
|
|
|
|
|
|
|
|
785,726
|
|
||||||||||
Intangible assets, net
|
|
|
|
|
$
|
955,883
|
|
|
|
|
|
|
|
$
|
913,877
|
|
(In thousands)
|
National
Media |
|
Local
Media |
|
Total
|
||||||
Balance at June 30, 2015
|
|
|
|
|
|
|
|||||
Goodwill
|
$
|
932,471
|
|
|
$
|
68,775
|
|
|
$
|
1,001,246
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
932,471
|
|
|
68,775
|
|
|
1,001,246
|
|
|||
Acquisitions
|
(1,168
|
)
|
|
—
|
|
|
(1,168
|
)
|
|||
Impairment
|
(116,949
|
)
|
|
—
|
|
|
(116,949
|
)
|
|||
|
(118,117
|
)
|
|
—
|
|
|
(118,117
|
)
|
|||
Balance at June 30, 2016
|
|
|
|
|
|
||||||
Goodwill
|
931,303
|
|
|
68,775
|
|
|
1,000,078
|
|
|||
Accumulated impairment losses
|
(116,949
|
)
|
|
—
|
|
|
(116,949
|
)
|
|||
|
814,354
|
|
|
68,775
|
|
|
883,129
|
|
|||
Acquisitions
|
12,500
|
|
|
11,829
|
|
|
24,329
|
|
|||
Balance at June 30, 2017
|
|
|
|
|
|
|
|
||||
Goodwill
|
943,803
|
|
|
80,604
|
|
|
1,024,407
|
|
|||
Accumulated impairment losses
|
(116,949
|
)
|
|
—
|
|
|
(116,949
|
)
|
|||
|
$
|
826,854
|
|
|
$
|
80,604
|
|
|
$
|
907,458
|
|
Years ended June 30,
|
2017
|
|
2016
|
||||
(In thousands)
|
|
|
|
||||
Balance at beginning of year
|
$
|
7,388
|
|
|
$
|
15,731
|
|
Severance accrual
|
11,863
|
|
|
9,792
|
|
||
Cash payments
|
(8,801
|
)
|
|
(14,888
|
)
|
||
Reversal of excess accrual
|
(1,776
|
)
|
|
(3,247
|
)
|
||
Balance at end of year
|
$
|
8,674
|
|
|
$
|
7,388
|
|
June 30,
|
2017
|
|
2016
|
||||
(In thousands)
|
|
|
|
||||
Variable-rate credit facilities
|
|
|
|
||||
Asset-backed bank facility of $100 million, due 10/20/2017
|
$
|
75,000
|
|
|
$
|
80,000
|
|
Revolving credit facility of $200 million, due 11/30/2021
|
85,000
|
|
|
40,000
|
|
||
Term loan due 11/30/2021
|
240,625
|
|
|
225,000
|
|
||
|
|
|
|
||||
Private placement notes
|
|
|
|
||||
3.04% senior notes, due 3/1/2017
|
—
|
|
|
50,000
|
|
||
3.04% senior notes, due 3/1/2018
|
50,000
|
|
|
50,000
|
|
||
Floating rate senior notes, due 12/19/2022
|
100,000
|
|
|
100,000
|
|
||
Floating rate senior notes, due 2/28/2024
|
150,000
|
|
|
150,000
|
|
||
Total long-term debt
|
700,625
|
|
|
695,000
|
|
||
Unamortized debt issuance costs
|
(2,388
|
)
|
|
(1,494
|
)
|
||
Current portion of long-term debt
|
(62,500
|
)
|
|
(75,000
|
)
|
||
Long-term debt
|
$
|
635,737
|
|
|
$
|
618,506
|
|
Years ending June 30,
|
|
||
(In thousands)
|
|
||
2018
|
$
|
62,500
|
|
2019
|
21,875
|
|
|
2020
|
25,000
|
|
|
2021
|
25,000
|
|
|
2022
|
316,250
|
|
|
Thereafter
|
250,000
|
|
|
Total long-term debt
|
$
|
700,625
|
|
Years ended June 30,
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
(In thousands)
|
|
|
|
|
|
||||||
Currently payable
|
|
|
|
|
|
||||||
Federal
|
$
|
62,170
|
|
|
$
|
59,173
|
|
|
$
|
39,429
|
|
State
|
403
|
|
|
7,263
|
|
|
4,583
|
|
|||
Foreign
|
38
|
|
|
30
|
|
|
35
|
|
|||
|
62,611
|
|
|
66,466
|
|
|
44,047
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
32,961
|
|
|
8,297
|
|
|
36,314
|
|
|||
State
|
5,834
|
|
|
1,507
|
|
|
5,608
|
|
|||
|
38,795
|
|
|
9,804
|
|
|
41,922
|
|
|||
Income taxes
|
$
|
101,406
|
|
|
$
|
76,270
|
|
|
$
|
85,969
|
|
Years ended June 30,
|
2017
|
|
|
2016
|
|
|
2015
|
|
U.S. statutory tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, less federal income tax benefits
|
3.0
|
|
|
3.6
|
|
|
2.9
|
|
Settlements - audits / tax litigation
|
(2.3
|
)
|
|
(0.4
|
)
|
|
(0.1
|
)
|
Impairment of goodwill
|
—
|
|
|
29.3
|
|
|
—
|
|
Other
|
(0.8
|
)
|
|
1.7
|
|
|
0.8
|
|
Effective income tax rate
|
34.9
|
%
|
|
69.2
|
%
|
|
38.6
|
%
|
June 30,
|
2017
|
|
|
2016
|
|
||
(In thousands)
|
|
|
|
||||
Deferred tax assets
|
|
|
|
||||
Accounts receivable allowances and return reserves
|
$
|
11,019
|
|
|
$
|
12,742
|
|
Compensation and benefits
|
47,222
|
|
|
45,813
|
|
||
Indirect benefit of uncertain state and foreign tax positions
|
5,068
|
|
|
10,598
|
|
||
All other assets
|
7,676
|
|
|
16,589
|
|
||
Total deferred tax assets
|
70,985
|
|
|
85,742
|
|
||
Valuation allowance
|
—
|
|
|
(905
|
)
|
||
Net deferred tax assets
|
70,985
|
|
|
84,837
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Subscription acquisition costs
|
86,426
|
|
|
88,177
|
|
||
Accumulated depreciation and amortization
|
329,826
|
|
|
292,871
|
|
||
Deferred gains from dispositions
|
29,820
|
|
|
29,804
|
|
||
All other liabilities
|
9,639
|
|
|
10,331
|
|
||
Total deferred tax liabilities
|
455,711
|
|
|
421,183
|
|
||
Net deferred tax liability
|
$
|
384,726
|
|
|
$
|
336,346
|
|
Years ended June 30,
|
2017
|
|
|
2016
|
|
||
(In thousands)
|
|
|
|
||||
Balance at beginning of year
|
$
|
37,966
|
|
|
$
|
35,919
|
|
Increases in tax positions for prior years
|
774
|
|
|
51
|
|
||
Decreases in tax positions for prior years
|
(3,052
|
)
|
|
(2,334
|
)
|
||
Increases in tax positions for current year
|
2,864
|
|
|
6,259
|
|
||
Settlements
|
(181
|
)
|
|
(97
|
)
|
||
Lapse in statute of limitations
|
(8,848
|
)
|
|
(1,832
|
)
|
||
Balance at end of year
|
$
|
29,523
|
|
|
$
|
37,966
|
|
|
Pension
|
|
|
Postretirement
|
||||||||||||
June 30,
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, beginning of year
|
$
|
161,892
|
|
|
$
|
155,427
|
|
|
|
$
|
9,666
|
|
|
$
|
9,408
|
|
Service cost
|
12,545
|
|
|
11,908
|
|
|
|
92
|
|
|
101
|
|
||||
Interest cost
|
4,900
|
|
|
5,874
|
|
|
|
321
|
|
|
385
|
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
|
787
|
|
|
748
|
|
||||
Plan amendments
|
501
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Actuarial loss (gain)
|
3,600
|
|
|
15,085
|
|
|
|
(205
|
)
|
|
565
|
|
||||
Benefits paid (including lump sums)
|
(12,520
|
)
|
|
(26,402
|
)
|
|
|
(1,386
|
)
|
|
(1,541
|
)
|
||||
Benefit obligation, end of year
|
$
|
170,918
|
|
|
$
|
161,892
|
|
|
|
$
|
9,275
|
|
|
$
|
9,666
|
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets, beginning of year
|
$
|
122,583
|
|
|
$
|
141,586
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
18,527
|
|
|
1,129
|
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
10,635
|
|
|
6,270
|
|
|
|
599
|
|
|
793
|
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
|
787
|
|
|
748
|
|
||||
Benefits paid (including lump sums)
|
(12,520
|
)
|
|
(26,402
|
)
|
|
|
(1,386
|
)
|
|
(1,541
|
)
|
||||
Fair value of plan assets, end of year
|
$
|
139,225
|
|
|
$
|
122,583
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Under funded status, end of year
|
$
|
(31,693
|
)
|
|
$
|
(39,309
|
)
|
|
|
$
|
(9,275
|
)
|
|
$
|
(9,666
|
)
|
June 30, 2017
|
Total
Fair Value
|
Quoted Prices
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant
Unobservable
Inputs (Level 3)
|
|||||||||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments in registered investment companies
|
$
|
138,886
|
|
|
|
$
|
76,837
|
|
|
|
$
|
62,049
|
|
|
|
$
|
—
|
|
|
Pooled separate accounts
|
339
|
|
|
|
—
|
|
|
|
339
|
|
|
|
—
|
|
|
||||
Total assets at fair value
|
$
|
139,225
|
|
|
|
$
|
76,837
|
|
|
|
$
|
62,388
|
|
|
|
$
|
—
|
|
|
June 30, 2016
|
Total
Fair Value
|
Quoted Prices
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant
Unobservable
Inputs (Level 3)
|
|||||||||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments in registered investment companies
|
$
|
120,996
|
|
|
|
$
|
65,376
|
|
|
|
$
|
55,620
|
|
|
|
$
|
—
|
|
|
Pooled separate accounts
|
1,587
|
|
|
|
—
|
|
|
|
1,587
|
|
|
|
—
|
|
|
||||
Total assets at fair value
|
$
|
122,583
|
|
|
|
$
|
65,376
|
|
|
|
$
|
57,207
|
|
|
|
$
|
—
|
|
|
|
Pension
|
Postretirement
|
||||||||||||||
June 30,
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
||||||||
Other assets
|
|
|
|
|
|
|
|
|
||||||||
Prepaid benefit cost
|
$
|
16,901
|
|
|
$
|
1,458
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued expenses-compensation and benefits
|
|
|
|
|
|
|
|
|
||||||||
Accrued benefit liability
|
(5,776
|
)
|
|
(4,703
|
)
|
|
|
(657
|
)
|
|
(656
|
)
|
||||
Other noncurrent liabilities
|
|
|
|
|
|
|
|
|
||||||||
Accrued benefit liability
|
(42,818
|
)
|
|
(36,064
|
)
|
|
|
(8,618
|
)
|
|
(9,010
|
)
|
||||
Net amount recognized, end of year
|
$
|
(31,693
|
)
|
|
$
|
(39,309
|
)
|
|
|
$
|
(9,275
|
)
|
|
$
|
(9,666
|
)
|
June 30,
|
2017
|
|
2016
|
||||
(In thousands)
|
|
|
|
||||
Projected benefit obligation
|
$
|
48,692
|
|
|
$
|
40,867
|
|
Accumulated benefit obligation
|
42,634
|
|
|
35,225
|
|
||
Fair value of plan assets
|
98
|
|
|
100
|
|
|
Pension
|
Postretirement
|
||||||||||||||||||||||
Years ended June 30,
|
2017
|
|
2016
|
|
2015
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Components of net periodic benefit costs
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
12,545
|
|
|
$
|
11,908
|
|
|
$
|
12,173
|
|
|
|
$
|
92
|
|
|
$
|
101
|
|
|
$
|
117
|
|
Interest cost
|
4,900
|
|
|
5,874
|
|
|
5,582
|
|
|
|
321
|
|
|
385
|
|
|
407
|
|
||||||
Expected return on plan assets
|
(9,191
|
)
|
|
(10,982
|
)
|
|
(11,037
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Prior service cost (credit) amortization
|
194
|
|
|
194
|
|
|
225
|
|
|
|
(393
|
)
|
|
(428
|
)
|
|
(432
|
)
|
||||||
Actuarial loss (gain) amortization
|
3,587
|
|
|
628
|
|
|
667
|
|
|
|
(310
|
)
|
|
(677
|
)
|
|
(433
|
)
|
||||||
Settlement charge
|
—
|
|
|
5,586
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit costs (credit)
|
$
|
12,035
|
|
|
$
|
13,208
|
|
|
$
|
7,610
|
|
|
|
$
|
(290
|
)
|
|
$
|
(619
|
)
|
|
$
|
(341
|
)
|
|
Pension
|
Postretirement
|
Total
|
|
|
Pension
|
Postretirement
|
Total
|
||||||||||||||||
June 30,
|
2017
|
|
|
2016
|
||||||||||||||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrecognized net actuarial losses (gains), net of taxes
|
$
|
18,524
|
|
|
$
|
(1,240
|
)
|
|
$
|
17,284
|
|
|
|
$
|
24,267
|
|
|
$
|
(1,305
|
)
|
|
$
|
22,962
|
|
Unrecognized prior service cost (credit), net of taxes
|
659
|
|
|
(210
|
)
|
|
449
|
|
|
|
470
|
|
|
(452
|
)
|
|
18
|
|
||||||
Total
|
$
|
19,183
|
|
|
$
|
(1,450
|
)
|
|
$
|
17,733
|
|
|
|
$
|
24,737
|
|
|
$
|
(1,757
|
)
|
|
$
|
22,980
|
|
|
Pension
|
Postretirement
|
||||||||||
June 30,
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
||||
Weighted average assumptions
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
3.41
|
%
|
|
2.98
|
%
|
|
|
3.65
|
%
|
|
3.40
|
%
|
Rate of compensation increase
|
3.50
|
%
|
|
3.50
|
%
|
|
|
3.50
|
%
|
|
3.50
|
%
|
Rate of increase in health care cost levels
|
|
|
|
|
|
|
|
|
||||
Initial level
|
n/a
|
|
|
n/a
|
|
|
|
7.00
|
%
|
|
7.00
|
%
|
Ultimate level
|
n/a
|
|
|
n/a
|
|
|
|
5.00
|
%
|
|
5.00
|
%
|
Years to ultimate level
|
n/a
|
|
|
n/a
|
|
|
|
4 years
|
|
|
5 years
|
|
n/a - Not applicable
|
|
|
|
|
|
|
|
|
|
Pension
|
Postretirement
|
||||||||||||||||
Years ended June 30,
|
2017
|
|
2016
|
|
2015
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted average assumptions
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
2.98
|
%
|
|
3.75
|
%
|
|
3.57
|
%
|
|
|
3.40
|
%
|
|
4.20
|
%
|
|
4.00
|
%
|
Expected return on plan assets
|
8.00
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Rate of compensation increase
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
Rate of increase in health care cost levels
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Initial level
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
7.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
Ultimate level
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Years to ultimate level
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
5 years
|
|
|
6 years
|
|
|
4 years
|
|
n/a - Not applicable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One
Percentage
Point Increase
|
|
One
Percentage
Point Decrease
|
||||||||
(In thousands)
|
|
|
|
|
|
|
|
||||
Effect on service and interest cost components for fiscal 2017
|
|
$
|
25
|
|
|
|
|
$
|
(20
|
)
|
|
Effect on postretirement benefit obligation as of June 30, 2017
|
|
401
|
|
|
|
|
(329
|
)
|
|
|
2017 Allocation
|
|
|
2016 Allocation
|
||||||||
June 30,
|
Target
|
|
|
Actual
|
|
|
|
Target
|
|
|
Actual
|
|
Domestic equity securities
|
35
|
%
|
|
34
|
%
|
|
|
35
|
%
|
|
30
|
%
|
Fixed income investments
|
30
|
%
|
|
29
|
%
|
|
|
30
|
%
|
|
32
|
%
|
International equity securities
|
25
|
%
|
|
27
|
%
|
|
|
25
|
%
|
|
27
|
%
|
Global equity securities
|
10
|
%
|
|
10
|
%
|
|
|
10
|
%
|
|
11
|
%
|
Fair value of plan assets
|
100
|
%
|
|
100
|
%
|
|
|
100
|
%
|
|
100
|
%
|
Years ending June 30,
|
Pension
Benefits
|
Postretirement
Benefits
|
||||||||
(In thousands)
|
|
|
|
|
|
|
||||
2018
|
|
$
|
22,207
|
|
|
|
$
|
657
|
|
|
2019
|
|
24,165
|
|
|
|
699
|
|
|
||
2020
|
|
25,726
|
|
|
|
688
|
|
|
||
2021
|
|
21,562
|
|
|
|
674
|
|
|
||
2022
|
|
15,723
|
|
|
|
655
|
|
|
||
2023-2027
|
|
83,584
|
|
|
|
2,874
|
|
|
Years ended June 30,
|
2017
|
|
2016
|
|
2015
|
||||||
(In thousands except per share data)
|
|
|
|
|
|
||||||
Net earnings
|
$
|
188,928
|
|
|
$
|
33,937
|
|
|
$
|
136,791
|
|
Basic average shares outstanding
|
44,617
|
|
|
44,606
|
|
|
44,522
|
|
|||
Dilutive effect of stock options and equivalents
|
830
|
|
|
751
|
|
|
801
|
|
|||
Diluted average shares outstanding
|
45,447
|
|
|
45,357
|
|
|
45,323
|
|
|||
Earnings per share
|
|
|
|
|
|
||||||
Basic
|
$
|
4.23
|
|
|
$
|
0.76
|
|
|
$
|
3.07
|
|
Diluted
|
4.16
|
|
|
0.75
|
|
|
3.02
|
|
Years ended June 30,
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
(In thousands)
|
|
|
|
|
|
||||||
Number of shares
|
941
|
|
|
651
|
|
|
925
|
|
|||
Cost at market value
|
$
|
53,399
|
|
|
$
|
31,080
|
|
|
$
|
46,764
|
|
Restricted Stock
|
Shares
|
|
|
|
Weighted Average
Grant Date
Fair Value
|
|
Aggregate
Intrinsic
Value
|
||||||||
(Shares and Aggregate Intrinsic Value in thousands)
|
|
|
|
|
|
|
|
|
|
|
|||||
Nonvested at June 30, 2016
|
179
|
|
|
|
|
$
|
45.93
|
|
|
|
|
|
|
||
Granted
|
7
|
|
|
|
|
47.65
|
|
|
|
|
|
|
|||
Vested
|
(148
|
)
|
|
|
|
47.08
|
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
|
|
45.78
|
|
|
|
|
|
|
|||
Nonvested at June 30, 2017
|
38
|
|
|
|
|
41.85
|
|
|
|
|
$
|
2,282
|
|
|
Restricted Stock Units
|
Shares
|
|
|
|
Weighted Average
Grant Date
Fair Value
|
|
Aggregate
Intrinsic
Value
|
||||||||
(Shares and Aggregate Intrinsic Value in thousands)
|
|
|
|
|
|
|
|
|
|
|
|||||
Nonvested at June 30, 2016
|
319
|
|
|
|
|
$
|
45.28
|
|
|
|
|
|
|
||
Granted
|
153
|
|
|
|
|
52.97
|
|
|
|
|
|
|
|||
Vested
|
(3
|
)
|
|
|
|
47.70
|
|
|
|
|
|
|
|||
Forfeited
|
(38
|
)
|
|
|
|
47.47
|
|
|
|
|
|
|
|||
Nonvested at
June 30, 2017
|
431
|
|
|
|
|
47.80
|
|
|
|
|
$
|
25,628
|
|
|
Stock Equivalent Units
|
Units
|
|
Weighted Average
Issue Date
Fair Value
|
|
Aggregate Intrinsic Value
|
|||||||||
(Units and Aggregate Intrinsic Value in thousands)
|
|
|
|
|
|
|
|
|
|
|||||
Balance at June 30, 2016
|
296
|
|
|
|
$
|
36.77
|
|
|
|
|
|
|
||
Additions
|
19
|
|
|
|
53.58
|
|
|
|
|
|
|
|||
Converted to common stock
|
(19
|
)
|
|
|
37.51
|
|
|
|
|
|
|
|||
Balance at June 30, 2017
|
296
|
|
|
|
37.81
|
|
|
|
|
$
|
6,406
|
|
|
Stock Options
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
||||||||
(Options and Aggregate Intrinsic Value in thousands)
|
|
|
|
|
|
|
|
|
|
|
|||||
Outstanding July 1, 2016
|
2,414
|
|
|
|
$
|
42.12
|
|
|
|
|
|
|
|
||
Granted
|
467
|
|
|
|
52.43
|
|
|
|
|
|
|
|
|||
Exercised
|
(906
|
)
|
|
|
41.76
|
|
|
|
|
|
|
|
|||
Forfeited
|
(138
|
)
|
|
|
49.82
|
|
|
|
|
|
|
|
|||
Outstanding June 30, 2017
|
1,837
|
|
|
|
44.34
|
|
|
|
6.8
|
|
$
|
27,773
|
|
|
|
Exercisable June 30, 2017
|
694
|
|
|
|
38.19
|
|
|
|
4.3
|
|
14,788
|
|
|
Years ended June 30,
|
2017
|
|
|
2016
|
|
|
2015
|
|
Risk-free interest rate
|
1.3-2.1%
|
|
|
1.8-2.0%
|
|
|
1.4-2.0%
|
|
Expected dividend yield
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
Expected option life
|
7 yrs
|
|
|
7 yrs
|
|
|
7 yrs
|
|
Expected stock price volatility
|
29
|
%
|
|
36
|
%
|
|
37
|
%
|
Years ended June 30,
|
2016
|
|
|
2015
|
|
||
Shares issued
(in thousands)
|
45
|
|
|
72
|
|
||
Average fair value
|
$
|
6.77
|
|
|
$
|
7.52
|
|
Average purchase price
|
35.94
|
|
|
39.95
|
|
||
Average market price
|
42.91
|
|
|
50.83
|
|
Years ending June 30,
|
|
||
(In thousands)
|
|
||
2018
|
$
|
18,401
|
|
2019
|
16,828
|
|
|
2020
|
16,562
|
|
|
2021
|
14,163
|
|
|
2022
|
13,281
|
|
|
Thereafter
|
55,429
|
|
|
Total minimum rentals
|
$
|
134,664
|
|
Years ending June 30,
|
Recorded
Commitments
|
Unavailable
Rights
|
||||||||
(In thousands)
|
|
|
|
|
|
|
||||
2018
|
|
$
|
9,206
|
|
|
|
$
|
11,385
|
|
|
2019
|
|
10,519
|
|
|
|
6,232
|
|
|
||
2020
|
|
3,723
|
|
|
|
3,578
|
|
|
||
2021
|
|
3,375
|
|
|
|
549
|
|
|
||
2022
|
|
2,520
|
|
|
|
—
|
|
|
||
Thereafter
|
|
2,317
|
|
|
|
—
|
|
|
||
Total amounts payable
|
|
$
|
31,660
|
|
|
|
$
|
21,744
|
|
|
|
Minimum
Pension/Post
Retirement
Liability
Adjustments
|
|
Interest
Rate Swaps |
|
Accumulated
Other Comprehensive Income (Loss) |
||||||
(In thousands)
|
|
|
|
|
|
||||||
Balance at June 30, 2014
|
$
|
(8,758
|
)
|
|
$
|
—
|
|
|
$
|
(8,758
|
)
|
Current-year adjustments, pre-tax
|
(4,206
|
)
|
|
(2,109
|
)
|
|
(6,315
|
)
|
|||
Tax expense
|
1,615
|
|
|
810
|
|
|
2,425
|
|
|||
Other comprehensive loss
|
(2,591
|
)
|
|
(1,299
|
)
|
|
(3,890
|
)
|
|||
Balance at June 30, 2015
|
(11,349
|
)
|
|
(1,299
|
)
|
|
(12,648
|
)
|
|||
Current-year adjustments, pre-tax
|
(20,703
|
)
|
|
(5,034
|
)
|
|
(25,737
|
)
|
|||
Tax benefit
|
7,951
|
|
|
1,933
|
|
|
9,884
|
|
|||
Other comprehensive loss
|
(12,752
|
)
|
|
(3,101
|
)
|
|
(15,853
|
)
|
|||
Balance at June 30, 2016
|
(24,101
|
)
|
|
(4,400
|
)
|
|
(28,501
|
)
|
|||
Current-year adjustments, pre-tax
|
8,648
|
|
|
6,761
|
|
|
15,409
|
|
|||
Tax benefit
|
(3,321
|
)
|
|
(2,596
|
)
|
|
(5,917
|
)
|
|||
Other comprehensive income
|
5,327
|
|
|
4,165
|
|
|
9,492
|
|
|||
Balance at June 30, 2017
|
$
|
(18,774
|
)
|
|
$
|
(235
|
)
|
|
$
|
(19,009
|
)
|
• Level 1
|
Quoted prices (unadjusted) in active markets for identical assets or liabilities;
|
• Level 2
|
Inputs other than quoted prices included within Level 1 that are either directly or indirectly
|
• Level 3
|
Assets or liabilities for which fair value is based on valuation models with significant unobservable
|
|
June 30, 2017
|
|
|
June 30, 2016
|
||||||||||||
(In thousands)
|
Carrying Value
|
|
Fair Value
|
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Broadcast rights payable
|
$
|
31,660
|
|
|
$
|
30,544
|
|
|
|
$
|
10,173
|
|
|
$
|
9,655
|
|
Long-term debt
|
700,625
|
|
|
700,714
|
|
|
|
695,000
|
|
|
695,533
|
|
(In thousands)
|
June 30, 2017
|
|
|
June 30, 2016
|
||||
Machinery and equipment
|
|
|
|
|
||||
Corporate airplanes, held for sale
|
$
|
1,927
|
|
|
|
$
|
2,800
|
|
Other assets
|
|
|
|
|
||||
Interest rate swaps
|
158
|
|
|
|
—
|
|
||
Accrued expenses and other liabilities
|
|
|
|
|
||||
Contingent consideration
|
4,000
|
|
|
|
—
|
|
||
Interest rate swaps
|
602
|
|
|
|
2,768
|
|
||
Other noncurrent liabilities
|
|
|
|
|
||||
Contingent consideration
|
30,211
|
|
|
|
56,631
|
|
||
Interest rate swaps
|
—
|
|
|
|
4,511
|
|
Years ended June 30,
|
2017
|
|
2016
|
|
2015
|
||||||
(In thousands)
|
|
|
|
|
|
||||||
Revenues
|
|
|
|
|
|
||||||
National media
|
$
|
1,083,200
|
|
|
$
|
1,101,183
|
|
|
$
|
1,059,852
|
|
Local media
|
630,161
|
|
|
548,445
|
|
|
534,324
|
|
|||
Total revenues
|
$
|
1,713,361
|
|
|
$
|
1,649,628
|
|
|
$
|
1,594,176
|
|
|
|
|
|
|
|
||||||
Segment profit (loss)
|
|
|
|
|
|
||||||
National media
|
$
|
146,541
|
|
|
$
|
(17,693
|
)
|
|
$
|
122,681
|
|
Local media
|
214,920
|
|
|
158,481
|
|
|
162,677
|
|
|||
Unallocated corporate
|
(52,338
|
)
|
|
(10,179
|
)
|
|
(43,246
|
)
|
|||
Income from operations
|
309,123
|
|
|
130,609
|
|
|
242,112
|
|
|||
Interest expense, net
|
(18,789
|
)
|
|
(20,402
|
)
|
|
(19,352
|
)
|
|||
Earnings before income taxes
|
$
|
290,334
|
|
|
$
|
110,207
|
|
|
$
|
222,760
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
|
|
|
|
||||||
National media
|
$
|
17,555
|
|
|
$
|
18,698
|
|
|
$
|
17,186
|
|
Local media
|
34,818
|
|
|
38,332
|
|
|
37,521
|
|
|||
Unallocated corporate
|
1,519
|
|
|
2,122
|
|
|
1,839
|
|
|||
Total depreciation and amortization
|
$
|
53,892
|
|
|
$
|
59,152
|
|
|
$
|
56,546
|
|
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
||||||
National media
|
$
|
1,487,070
|
|
|
$
|
1,478,243
|
|
|
$
|
1,665,542
|
|
Local media
|
1,124,853
|
|
|
1,054,311
|
|
|
1,072,152
|
|
|||
Unallocated corporate
|
117,700
|
|
|
94,237
|
|
|
105,588
|
|
|||
Total assets
|
$
|
2,729,623
|
|
|
$
|
2,626,791
|
|
|
$
|
2,843,282
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
National media
|
$
|
4,507
|
|
|
$
|
4,739
|
|
|
$
|
4,829
|
|
Local media
|
12,165
|
|
|
17,250
|
|
|
23,224
|
|
|||
Unallocated corporate
|
18,113
|
|
|
3,046
|
|
|
5,192
|
|
|||
Total capital expenditures
|
$
|
34,785
|
|
|
$
|
25,035
|
|
|
$
|
33,245
|
|
Year ended June 30, 2017
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
(In thousands except per share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
National media
|
$
|
247,293
|
|
|
$
|
259,345
|
|
|
$
|
283,351
|
|
|
$
|
293,211
|
|
|
$
|
1,083,200
|
|
Local media
|
152,586
|
|
|
183,297
|
|
|
142,069
|
|
|
152,209
|
|
|
630,161
|
|
|||||
Total revenues
|
$
|
399,879
|
|
|
$
|
442,642
|
|
|
$
|
425,420
|
|
|
$
|
445,420
|
|
|
$
|
1,713,361
|
|
Operating profit
|
|
|
|
|
|
|
|
|
|
||||||||||
National media
|
$
|
24,111
|
|
|
$
|
46,757
|
|
|
$
|
41,314
|
|
|
$
|
34,359
|
|
|
$
|
146,541
|
|
Local media
|
50,622
|
|
|
76,815
|
|
|
41,164
|
|
|
46,319
|
|
|
214,920
|
|
|||||
Unallocated corporate
|
(13,971
|
)
|
|
(13,747
|
)
|
|
(12,450
|
)
|
|
(12,170
|
)
|
|
(52,338
|
)
|
|||||
Income from operations
|
$
|
60,762
|
|
|
$
|
109,825
|
|
|
$
|
70,028
|
|
|
$
|
68,508
|
|
|
$
|
309,123
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings
|
$
|
33,973
|
|
|
$
|
71,805
|
|
|
$
|
39,781
|
|
|
$
|
43,369
|
|
|
$
|
188,928
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share
|
0.76
|
|
|
1.61
|
|
|
0.89
|
|
|
0.97
|
|
|
4.23
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share
|
0.75
|
|
|
1.58
|
|
|
0.87
|
|
|
0.95
|
|
|
4.16
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per share
|
0.495
|
|
|
0.495
|
|
|
0.520
|
|
|
0.520
|
|
|
2.030
|
|
Year ended June 30, 2016
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
(In thousands except per share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
National media
|
$
|
258,199
|
|
|
$
|
266,527
|
|
|
$
|
281,843
|
|
|
$
|
294,614
|
|
|
$
|
1,101,183
|
|
Local media
|
126,467
|
|
|
139,886
|
|
|
140,928
|
|
|
141,164
|
|
|
548,445
|
|
|||||
Total revenues
|
$
|
384,666
|
|
|
$
|
406,413
|
|
|
$
|
422,771
|
|
|
$
|
435,778
|
|
|
$
|
1,649,628
|
|
Operating profit (loss)
|
|
|
|
|
|
|
|
|
|
||||||||||
National media
|
$
|
22,803
|
|
|
$
|
33,583
|
|
|
$
|
34,781
|
|
|
$
|
(108,860
|
)
|
|
$
|
(17,693
|
)
|
Local media
|
29,327
|
|
|
40,441
|
|
|
46,150
|
|
|
42,563
|
|
|
158,481
|
|
|||||
Unallocated corporate
|
(23,118
|
)
|
|
(13,911
|
)
|
|
47,107
|
|
|
(20,257
|
)
|
|
(10,179
|
)
|
|||||
Income (loss) from operations
|
$
|
29,012
|
|
|
$
|
60,113
|
|
|
$
|
128,038
|
|
|
$
|
(86,554
|
)
|
|
$
|
130,609
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings (loss)
|
$
|
11,029
|
|
|
$
|
32,519
|
|
|
$
|
80,904
|
|
|
$
|
(90,515
|
)
|
|
$
|
33,937
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share
|
0.25
|
|
|
0.73
|
|
|
1.81
|
|
|
(2.03
|
)
|
|
0.76
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) per share
|
0.24
|
|
|
0.72
|
|
|
1.79
|
|
|
(2.03
|
)
|
|
0.75
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per share
|
0.4575
|
|
|
0.4575
|
|
|
0.4950
|
|
|
0.4950
|
|
|
1.9050
|
|
Years ended June 30,
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||||
(In thousands except per share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
Results of operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
1,713,361
|
|
|
$
|
1,649,628
|
|
|
$
|
1,594,176
|
|
|
$
|
1,468,708
|
|
|
$
|
1,471,340
|
|
Costs and expenses
|
1,344,173
|
|
|
1,341,946
|
|
|
1,294,260
|
|
|
1,222,265
|
|
|
1,210,061
|
|
|||||
Depreciation and amortization
|
53,892
|
|
|
59,152
|
|
|
56,546
|
|
|
48,726
|
|
|
45,350
|
|
|||||
Impairment of goodwill and other long-lived assets
|
6,173
|
|
|
161,462
|
|
|
1,258
|
|
|
11,202
|
|
|
—
|
|
|||||
Merger termination fee net of merger-related costs
|
—
|
|
|
(43,541
|
)
|
|
—
|
|
|
—
|
|
|
5,095
|
|
|||||
Income from operations
|
309,123
|
|
|
130,609
|
|
|
242,112
|
|
|
186,515
|
|
|
210,834
|
|
|||||
Net interest expense
|
(18,789
|
)
|
|
(20,402
|
)
|
|
(19,352
|
)
|
|
(12,176
|
)
|
|
(13,430
|
)
|
|||||
Income taxes
|
(101,406
|
)
|
|
(76,270
|
)
|
|
(85,969
|
)
|
|
(60,798
|
)
|
|
(73,754
|
)
|
|||||
Net earnings
|
$
|
188,928
|
|
|
$
|
33,937
|
|
|
$
|
136,791
|
|
|
$
|
113,541
|
|
|
$
|
123,650
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share
|
$
|
4.23
|
|
|
$
|
0.76
|
|
|
$
|
3.07
|
|
|
$
|
2.54
|
|
|
$
|
2.78
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per share
|
$
|
4.16
|
|
|
$
|
0.75
|
|
|
$
|
3.02
|
|
|
$
|
2.50
|
|
|
$
|
2.74
|
|
Average diluted shares outstanding
|
45,447
|
|
|
45,357
|
|
|
45,323
|
|
|
45,410
|
|
|
45,085
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other per share information
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends
|
$
|
2.030
|
|
|
$
|
1.905
|
|
|
$
|
1.780
|
|
|
$
|
1.680
|
|
|
$
|
1.580
|
|
Stock price-high
|
66.25
|
|
|
53.11
|
|
|
57.22
|
|
|
53.84
|
|
|
48.37
|
|
|||||
Stock price-low
|
43.85
|
|
|
35.03
|
|
|
41.95
|
|
|
40.11
|
|
|
29.27
|
|
|||||
Financial position at June 30,
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
505,253
|
|
|
$
|
481,156
|
|
|
$
|
482,531
|
|
|
$
|
493,122
|
|
|
$
|
407,692
|
|
Working capital
|
45,583
|
|
|
3,264
|
|
|
(48,470
|
)
|
|
10,019
|
|
|
(48,979
|
)
|
|||||
Total assets
|
2,729,623
|
|
|
2,626,791
|
|
|
2,843,282
|
|
|
2,543,800
|
|
|
2,140,059
|
|
|||||
Long-term obligations (including current portion)
|
729,897
|
|
|
703,679
|
|
|
802,774
|
|
|
723,838
|
|
|
359,185
|
|
|||||
Shareholders' equity
|
995,972
|
|
|
889,043
|
|
|
951,850
|
|
|
891,652
|
|
|
854,296
|
|
|||||
Number of employees at June 30,
|
3,653
|
|
|
3,790
|
|
|
3,878
|
|
|
3,639
|
|
|
3,347
|
|
|
|
|
Additions
|
|
|
||||||||||||||
Reserves Deducted from Receivables in
the Consolidated Financial Statements:
|
Balance at
beginning of
period
|
|
Charged to
costs and
expenses
|
|
Charged to
other
accounts
|
|
Deductions
|
|
Balance at
end of
period
|
||||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal year ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for doubtful accounts
|
$
|
7,054
|
|
|
$
|
4,465
|
|
|
$
|
—
|
|
|
$
|
(4,978
|
)
|
|
$
|
6,541
|
|
Reserve for returns
|
1,277
|
|
|
3,966
|
|
|
—
|
|
|
(3,809
|
)
|
|
1,434
|
|
|||||
Total
|
$
|
8,331
|
|
|
$
|
8,431
|
|
|
$
|
—
|
|
|
$
|
(8,787
|
)
|
|
$
|
7,975
|
|
Fiscal year ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for doubtful accounts
|
$
|
6,523
|
|
|
$
|
4,845
|
|
|
$
|
—
|
|
|
$
|
(4,314
|
)
|
|
$
|
7,054
|
|
Reserve for returns
|
1,972
|
|
|
3,797
|
|
|
—
|
|
|
(4,492
|
)
|
|
1,277
|
|
|||||
Total
|
$
|
8,495
|
|
|
$
|
8,642
|
|
|
$
|
—
|
|
|
$
|
(8,806
|
)
|
|
$
|
8,331
|
|
Fiscal year ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for doubtful accounts
|
$
|
5,464
|
|
|
$
|
5,044
|
|
|
$
|
—
|
|
|
$
|
(3,985
|
)
|
|
$
|
6,523
|
|
Reserve for returns
|
2,349
|
|
|
4,747
|
|
|
—
|
|
|
(5,124
|
)
|
|
1,972
|
|
|||||
Total
|
$
|
7,813
|
|
|
$
|
9,791
|
|
|
$
|
—
|
|
|
$
|
(9,109
|
)
|
|
$
|
8,495
|
|
|
PART III
|
|
|
PART IV
|
|
(a)
|
Financial Statements, Financial Statement Schedule, and Exhibits
|
||
|
|
|
|
|
1.
|
Financial Statements
|
|
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Balance Sheets as of June 30, 2017 and 2016
|
|
|
|
Consolidated Statements of Earnings for the Years Ended June 30, 2017, 2016, and 2015
|
|
|
|
Consolidated Statements of Comprehensive Income for the Years Ended June 30, 2017, 2016, and 2015
|
|
|
|
Consolidated Statements of Shareholders' Equity for the Years Ended June 30, 2017, 2016, and 2015
|
|
|
|
Consolidated Statements of Cash Flows for the Years Ended June 30, 2017, 2016, and 2015
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
Five-Year Financial History with Selected Financial Data
|
|
|
|
|
|
|
2.
|
Financial Statement Schedule for the years ended June 30, 2017, 2016, and 2015
|
|
|
|
|
|
|
|
Schedule II-Valuation and Qualifying Accounts
|
|
|
|
|
|
|
|
All other Schedules have been omitted because the items required by such schedules are not present in the consolidated financial statements, are covered in the consolidated financial statements or notes thereto, or are not significant in amount.
|
|
|
|
|
|
|
3.
|
Exhibits
|
|
|
|
|
|
|
|
Certain of the exhibits to this Form 10-K are incorporated herein by reference, as specified:
|
|
|
|
(See
Index to Attached Exhibits
on page E-1of this Form 10-K.)
|
|
|
|
|
|
|
|
3.1
|
The Company's Restated Articles of Incorporation, as amended, are incorporated herein by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ended December 31, 2003.
|
|
|
|
|
|
|
3.2
|
The Restated Bylaws, as amended, are incorporated herein by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2015.
|
|
|
|
|
|
|
4.1
|
Note Purchase Agreement dated as of February 29, 2012, among Meredith Corporation, as issuer and seller, and named purchasers is incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed March 1, 2012.
|
|
|
|
|
|
|
4.2
|
Note Purchase Agreement dated as of February 19, 2014, among Meredith Corporation, as issuer and seller, and named purchasers is incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed February 28, 2014.
|
|
|
|
|
|
|
4.3
|
Amended and Restated Credit Agreement dated as of November 30, 2016, among Meredith Corporation and a group of banks including Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender, and L/C Issuer.is incorporated herein by reference to Exhibit 4 to the Company's Quarterly Report on Form 10-Q for the period ended December 31, 2016.
|
|
|
|
|
|
|
4.4
|
Note Purchase Agreement dated as of October 31, 2014, among Meredith Corporation, as issuer and seller, and named purchasers is incorporated herein by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the period ended December 31, 2014.
|
|
|
|
|
|
|
10.1
|
Indemnification Agreement in the form entered into between the Company and its officers and directors is incorporated herein by reference to Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the period ended December 31, 1988.*
|
|
|
|
|
|
|
10.2
|
Meredith Corporation Deferred Compensation Plan, dated as of November 8, 1993, is incorporated herein by reference to Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the period ended December 31, 1993.*
|
|
|
|
|
|
|
10.3
|
Meredith Corporation Employee Stock Purchase Plan of 2002, as amended, is incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed November 13, 2012.*
|
|
|
|
|
|
|
10.4
|
Receivables Sale Agreement dated as of April 9, 2002 among Meredith Corporation, as Sole Initial Originator and Meredith Funding Corporation (a wholly-owned subsidiary of Meredith Corporation), as buyer is incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2002.
|
|
|
|
|
|
|
10.5
|
Parent Guarantee from Meredith Corporation dated as of April 25, 2011, is incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2011.
|
|
|
|
|
|
|
10.6
|
First Amended and Restated Receivables Purchase Agreement dated as of April 25, 2011, among Meredith Funding Corporation (a wholly-owned subsidiary of Meredith Corporation) as Seller, Meredith Corporation, as Servicer, Falcon Asset Securitization Company LLC, The Financial Institutions from time to time party hereto and JPMorgan Chase Bank, N.A., as Agent, is incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2011. First amendment dated as of September 21, 2012, to the aforementioned agreement is incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2012. Second Amendment dated as of February 18, 2015, to the aforementioned agreement is incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2015. Third amendment dated as of October 21, 2015, is incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2015.
|
|
|
|
|
|
|
10.7
|
Amended and Restated Replacement Benefit Plan effective January 1, 2001, is incorporated herein by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2003.*
|
|
|
|
|
|
|
10.8
|
Amended and Restated Supplemental Benefit Plan effective January 1, 2001, is incorporated herein by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2003.*
|
|
|
|
|
|
|
10.9
|
Meredith Corporation 2004 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2008.*
|
|
|
|
|
|
|
10.10
|
Form of Nonqualified Stock Option Award Agreement between Meredith Corporation and the named employee for the 2004 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended December 31, 2004.*
|
|
|
|
|
|
|
10.11
|
Form of Continuing Nonqualified Stock Option Award Agreement for Non-Employee Directors under the Company's Amended and Restated 2004 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended December 31, 2011.*
|
|
|
|
|
|
|
10.12
|
Employment Agreement dated January 20, 2006, and re-executed August 24, 2009, between Meredith Corporation and Stephen M. Lacy is incorporated herein by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2009. First amendment to the aforementioned agreement is incorporated herein by reference to Exhibit 10 to the Company's Current Report on Form 8-K filed November 10, 2009.*
|
|
|
|
|
|
|
10.13
|
Employment Agreement dated August 10, 2016, between Meredith Corporation and Thomas H. Harty is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 12, 2016.*
|
|
|
|
|
|
|
10.14
|
Employment Agreement dated June 1, 2015, between Meredith Corporation and Paul Karpowicz is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 5, 2015. First amendment to the aforementioned agreement is incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8‑K filed August 12, 2016.*
|
|
|
|
|
|
|
10.15
|
Employment Agreement dated August 10, 2016, between Meredith Corporation and Jonathan B. Werther is incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed August 12, 2016.*
|
|
|
|
|
|
|
10.16
|
Employment Agreement dated August 14, 2008, and re-executed August 24, 2009, between Meredith Corporation and John S. Zieser is incorporated herein by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2009.*
|
|
|
|
|
|
|
10.17
|
Employment Agreement dated June 1, 2015, between Meredith Corporation and Joseph H. Ceryanec is incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 5, 2015.*
|
|
|
|
|
|
|
10.18
|
Amended and Restated Severance Agreement in the form entered into between the Company and its executive officers is incorporated herein by reference to Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the period ended December 31, 2016.*
|
|
|
|
|
|
|
10.19
|
Meredith Corporation 2014 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed November 18, 2014.*
|
|
|
|
|
|
|
10.20
|
Form of the Nonqualified Stock Option Award Agreement for Employees for the 2014 Stock Incentive Plan.*
|
|
|
|
|
|
|
10.21
|
Form of the Nonqualified Stock Option Award Agreement for Non-Employee Directors for the 2014 Stock Incentive Plan.*
|
|
|
|
|
|
|
10.22
|
Form of the Restricted Stock Award Agreement for Employees for the 2014 Stock Incentive Plan.*
|
|
|
|
|
|
|
10.23
|
Form of the Restricted Stock Award Agreement for Non-Employee Directors for the 2014 Stock Incentive Plan.*
|
|
|
|
|
|
|
10.24
|
Form of Restricted Stock Unit Award Agreement - Time Vested for the 2014 Stock Incentive Plan.*
|
|
|
|
|
|
|
10.25
|
Form of Restricted Stock Unit Award Agreement - Performance-Based for the 2014 Stock Incentive Plan.*
|
|
|
|
|
|
|
21
|
Subsidiaries of the Registrant
|
|
|
|
|
|
|
23
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
|
|
|
|
|
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
|
|
|
|
|
|
|
32
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
*
|
Management contract or compensatory plan or arrangement
|
MEREDITH CORPORATION
|
/s/ John S. Zieser
|
John S. Zieser,
Chief Development Officer/
General Counsel and Secretary
|
/s/ Joseph Ceryanec
|
|
/s/ Stephen M. Lacy
|
Joseph Ceryanec,
Chief Financial Officer
(Principal Financial and Accounting
Officer)
|
|
Stephen M. Lacy, Chairman of the
Board, Chief Executive Officer, and
Director
(Principal Executive Officer)
|
|
|
|
/s/ Thomas H. Harty
|
|
/s/ D. Mell Meredith Frazier
|
Thomas H. Harty, President, Chief Operating Officer, and Director
|
|
D. Mell Meredith Frazier,
Vice Chairman of the Board and Director |
|
|
|
/s/ Donald A. Baer
|
|
/s/ Donald C. Berg
|
Donald A. Baer, Director
|
|
Donald C. Berg, Director
|
|
|
|
/s/ Frederick B. Henry
|
|
/s/ Joel W. Johnson
|
Frederick B. Henry, Director
|
|
Joel W. Johnson, Director
|
|
|
|
/s/ Beth J. Kaplan
|
|
/s/ Philip A. Marineau
|
Beth J. Kaplan, Director
|
|
Philip A. Marineau, Director
|
|
|
|
/s/ Elizabeth E. Tallett
|
|
|
Elizabeth E. Tallett, Director
|
|
|
Exhibit
Number
|
|
Item
|
|
|
|
10.20
|
|
Form of the Nonqualified Stock Option Award Agreement for Employees for the 2014 Stock Incentive Plan.
|
|
|
|
10.21
|
|
Form of the Nonqualified Stock Option Award Agreement for Non-Employee Directors for the 2014 Stock Incentive Plan.
|
|
|
|
10.22
|
|
Form of the Restricted Stock Award Agreement for Employees for the 2014 Stock Incentive Plan.
|
|
|
|
10.23
|
|
Form of the Restricted Stock Award Agreement for Non-Employee Directors for the 2014 Stock Incentive Plan.
|
|
|
|
10.24
|
|
Form of Restricted Stock Unit Award Agreement - Time Vested for the 2014 Stock Incentive Plan.
|
|
|
|
10.25
|
|
Form of Restricted Stock Unit Award Agreement - Performance-Based for the 2014 Stock Incentive Plan.
|
|
|
|
21
|
|
Subsidiaries of the Registrant.
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
|
|
|
|
32
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
To the Company:
|
Meredith Corporation
1716 Locust Street Des Moines, Iowa 50309-3023 Attention: Corporate Secretary |
•
|
Non-employee Director
‒ the Grantee is determined to be unable to engage in any substantially gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
|
•
|
Employee
‒ the Grantee (a) is determined to be unable to engage in any substantially gainful activity by reason of any medically determinable
|
•
|
Non-employee Director
‒ “retirement” shall mean (a) leaving the Board of the Company at the end of the full term for which the Director was elected, (b) retirement from the Board of the Company at any time at or after age 72, or (c) retirement at any time with the consent of the Board of the Company, or
|
•
|
Employee
‒ the termination of the Grantee’s employment after qualifying for retirement as defined in the Company’s tax-qualified retirement plan.
|
To the Company:
|
Meredith Corporation
|
|
1716 Locust Street
|
|
Des Moines, IA 50309-3023
|
|
Attention: Corporate Secretary
|
|
|
•
|
Non-employee Director
– the Grantee is determined to be unable to engage in any substantially gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
|
•
|
Employee
– the Grantee (a) is determined to be unable to engage in any substantially gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Grantee’s employer or otherwise is a disability that satisfies the definition of disability in Treas. Reg. § 1.409A-3(i)(4) or any successor provision thereto.
|
•
|
Non-employee Director
– “retirement” shall mean (a) leaving the Board of the Company at the end of the full term for which the Director was elected, (b) retirement from the Board of the Company at any time at or after age 72, or (c) retirement at any time with the consent of the Board of the Company , or
|
•
|
Employee
– the termination of the Grantee’s employment after qualifying for retirement as defined in the Company’s tax-qualified retirement plan.
|
|
|
|
|
|
1.
|
|
I have reviewed this Annual Report on Form 10-K of Meredith Corporation;
|
||
|
|
|
||
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 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 fiscal 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/ Stephen M. Lacy
|
|
|
Stephen M. Lacy, Chairman of the Board, Chief Executive Officer, and Director
(Principal Executive Officer)
|
|
|
|
|
|
|
1.
|
|
I have reviewed this Annual Report on Form 10-K of Meredith Corporation;
|
||
|
|
|
||
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 have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Joseph Ceryanec
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Joseph Ceryanec
Chief Financial Officer
(Principal Financial and Accounting Officer)
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1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Stephen M. Lacy
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/s/ Joseph Ceryanec
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Stephen M. Lacy
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Joseph Ceryanec
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Chairman of the Board, Chief Executive Officer, and Director
(Principal Executive Officer)
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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Dated:
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August 29, 2017
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Dated:
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August 29, 2017
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