x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 16-0442930 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
7950 Jones Branch Drive, McLean, Virginia | 22107-0150 | |
(Address of principal executive offices) | (Zip Code) |
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, par value $1.00 per share | The New York Stock Exchange |
Large accelerated filer | x | Accelerated filer | ¨ | Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Item No. | Page | |
1 | ||
1A. | ||
1B. | ||
2 | ||
3 | ||
4 | ||
5 | ||
6 | ||
7 | ||
7A. | ||
8 | ||
9 | ||
9A. | ||
10 | ||
11 | ||
12 | ||
13 | ||
14 | ||
15 |
2015 | 2014 | ||||
Media | 5,020 | 5,100 | |||
Digital | 4,785 | 6,080 | |||
Corporate | 215 | 285 | |||
Total company | 10,020 | 11,465 |
State/District of Columbia | City | Station/web site | Channel/Network | Affiliation Agreement Expires in | Weekly Audience (5) | Founded | |
Arizona | Flagstaff | KNAZ-TV: 12news.com | Ch. 2/NBC | 2021 | (6 | ) | 1970 |
Phoenix | KPNX-TV: 12news.com | Ch. 12/NBC | 2021 | 1,237,000 | 1953 | ||
Tucson | KMSB-TV: tucsonnewsnow.com | Ch. 11/FOX | 2016 | 208,000 | 1967 | ||
KTTU-TV(1): tucsonnewsnow.com | Ch. 18/MNTV | 2016 | 61,000 | 1984 | |||
Arkansas | Little Rock | KTHV-TV: thv11.com | Ch. 11/CBS | 2019 | 387,000 | 1955 | |
California | Sacramento | KXTV-TV: abc10.com | Ch. 10/ABC | 2018 | 797,000 | 1955 | |
Colorado | Denver | KTVD-TV: my20denver.com | Ch. 20/MNTV | 2016 | 543,000 | 1988 | |
KUSA-TV: 9news.com | Ch. 9/NBC | 2021 | 1,162,000 | 1952 | |||
District of Columbia | Washington | WUSA-TV: wusa9.com | Ch. 9/CBS | 2019 | 1,459,000 | 1949 | |
Florida | Jacksonville | WJXX-TV: firstcoastnews.com | Ch. 25/ABC | 2018 | 391,000 | 1989 | |
WTLV-TV: firstcoastnews.com | Ch. 12/NBC | 2021 | 457,000 | 1957 | |||
Tampa-St. Petersburg | WTSP-TV: wtsp.com | Ch. 10/CBS | 2019 | 1,165,000 | 1965 | ||
Georgia | Atlanta | WATL-TV: myatltv.com | Ch. 36/MNTV | 2016 | 656,000 | 1954 | |
WXIA-TV: 11alive.com | Ch. 11/NBC | 2021 | 1,552,000 | 1948 | |||
Macon | WMAZ-TV: 13wmaz.com | Ch. 13/CBS | 2019 | 185,000 | 1953 | ||
Idaho | Boise | KTVB-TV(3): ktvb.com | Ch. 7/NBC | 2021 | 189,000 | 1953 | |
Kentucky | Louisville | WHAS-TV: whas11.com | Ch. 11/ABC | 2018 | 460,000 | 1950 | |
Louisiana | New Orleans | WWL-TV: wwltv.com | Ch. 4/CBS | 2019 | 516,000 | 1957 | |
WUPL-TV(4): wupltv.com | Ch. 54/MNTV | 2016 | 150,000 | 1955 | |||
Maine | Bangor | WLBZ-TV: wlbz2.com | Ch. 2/NBC | 2021 | 85,000 | 1954 | |
Portland | WCSH-TV: wcsh6.com | Ch. 6/NBC | 2021 | 253,000 | 1953 | ||
Michigan | Grand Rapids | WZZM-TV: wzzm13.com | Ch. 13/ABC | 2018 | 333,000 | 1962 | |
Minnesota | Minneapolis-St. Paul | KARE-TV: kare11.com | Ch. 11/NBC | 2021 | 1,210,000 | 1953 | |
Missouri | St. Louis | KSDK-TV: ksdk.com | Ch. 5/NBC | 2021 | 933,000 | 1947 | |
New York | Buffalo | WGRZ-TV: wgrz.com | Ch. 2/NBC | 2021 | 445,000 | 1954 | |
North Carolina | Charlotte | WCNC-TV: wcnc.com | Ch. 36/NBC | 2021 | 775,000 | 1967 | |
Greensboro | WFMY-TV: wfmynews2.com | Ch. 2/CBS | 2019 | 506,000 | 1949 | ||
Ohio | Cleveland | WKYC-TV: wkyc.com | Ch. 3/NBC | 2021 | 1,077,000 | 1948 | |
Oregon | Portland | KGW-TV(2): kgw.com | Ch. 8/NBC | 2021 | 792,000 | 1956 | |
South Carolina | Columbia | WLTX-TV: wltx.com | Ch. 19/CBS | 2019 | 271,000 | 1953 | |
Tennessee | Knoxville | WBIR-TV: wbir.com | Ch. 10/NBC | 2021 | 377,000 | 1956 | |
Texas | Abilene-Sweetwater | KXVA-TV: myfoxzone.com | Ch. 15/FOX | 2017 | N/A (7) | 2001 | |
Austin | KVUE-TV: kvue.com | Ch. 24/ABC | 2018 | 468,000 | 1971 | ||
Beaumont-Port Arthur | KBMT-TV: 12newsnow.com | Ch. 12/ABC | 2018 | 97,000 | 1961 | ||
Corpus Christi | KIII-TV: kiiitv.com | Ch. 3/ABC | 2018 | 151,000 | 1964 | ||
Dallas/Ft. Worth | WFAA-TV: wfaa.com | Ch. 8/ABC | 2018 | 1,587,000 | 1949 | ||
Houston | KHOU-TV: khou.com | Ch. 11/CBS | 2019 | 1,532,000 | 1953 | ||
San Angelo | KIDY-TV: myfoxzone.com | Ch. 6/FOX | 2017 | N/A (7) | 1984 | ||
San Antonio | KENS-TV: kens5.com | Ch. 5/CBS | 2019 | 615,000 | 1950 | ||
Tyler-Longview | KYTX-TV: cbs19.tv | Ch. 19/CBS | 2019 | 137,000 | 2008 | ||
Waco-Temple-College Station | KCEN-TV: kcentv.com | Ch. 9/NBC | 2021 | 183,000 | 1953 | ||
Virginia | Hampton/Norfolk | WVEC-TV: 13newsnow.com | Ch. 13/ABC | 2018 | 496,000 | 1953 | |
Washington | Seattle/Tacoma | KING-TV: king5.com | Ch. 5/NBC | 2021 | 1,285,000 | 1948 | |
KONG-TV: king5.com | Ch. 16/IND | N/A | 535,000 | 1997 | |||
Spokane | KREM-TV: krem.com | Ch. 2/CBS | 2019 | 258,000 | 1954 | ||
KSKN-TV: spokanescw22.com | Ch. 22/CW | 2016 | 88,000 | 1983 |
(1) | We service this station under service arrangements. |
(2) | We also own KGWZ-LD, a low power television station in Portland, OR. |
(3) | We also own KTFT-LD (NBC), a low power television station in Twin Falls, ID. |
(4) | We also own WBXN-CA, a Class A television station in New Orleans, LA. |
(5) | Weekly audience is number of television households reached, according to the November 2015 Nielsen book. |
(6) | KNAZ weekly audience is reported as part of KPNX. |
(7) | Audience numbers fall below minimum reporting standards. |
DIGITAL |
Cars.com: www.cars.com Headquarters: Chicago, IL |
CareerBuilder: www.careerbuilder.com Headquarters: Chicago, IL |
Cofactor (also operating as ShopLocal): www.cofactordigital.com; www.shoplocal.com; www.aboutshoplocal.com Headquarters: Chicago, IL |
G/O Digital: www.godigitalmarketing.com Headquarters: Phoenix, AZ |
INVESTMENTS We have non-controlling ownership interests in the following companies: |
4Info: www.4info.com |
Captivate: www.captivate.com |
Livestream: www.livestream.com |
Repair Pal: www.repairpal.com |
Topix: www.topix.com |
Video Call Center: www.thevideocallcenter.com |
Wanderful Media: www.wanderful.com |
Winners View: www.winnersview.com |
TEGNA ON THE NET: News and information about us is available on our web site, www.TEGNA.com. In addition to news and other information about us, we provide access through this site to our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after we file or furnish them electronically to the Securities and Exchange Commission (SEC). Certifications by our Chief Executive Officer and Chief Financial Officer are included as exhibits to our SEC reports (including to this Form 10-K). We also provide access on this web site to our Principles of Corporate Governance, the charters of our Audit, Executive Compensation and Nominating and Public Responsibility Committees and other important governance documents and policies, including our Ethics and Inside Trading Policies. Copies of all of these corporate governance documents are available to any shareholder upon written request made to our Secretary at the headquarters address. We will disclose on this web site changes to, or waivers of, our corporate Ethics Policy. | |
Dividends Paid Per Share | Common Stock Prices | ||||||
Year | Quarter | Low | High | ||||
2015 | First | $0.20 | $29.62 | $36.56 | |||
Second | $0.20 | $34.27 | $38.01 | ||||
Third | $0.20 | $22.42 | $32.97 | ||||
Fourth | $0.14 | $21.85 | $28.68 | ||||
Total 2015 | $0.74 | $21.85 | $38.01 | ||||
2014 | First | $0.20 | $25.96 | $30.43 | |||
Second | $0.20 | $25.53 | $30.98 | ||||
Third | $0.20 | $29.88 | $35.70 | ||||
Fourth | $0.20 | $25.95 | $33.70 | ||||
Total 2014 | $0.80 | $25.53 | $35.70 |
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Approximate Dollar Value of Shares that May Yet Be Repurchased Under the Program | |||||
9/28/15 - 11/1/15 | 264,743 | $25.81 | 264,743 | $692,688,712 | |||||
11/2/15 - 11/29/15 | 939,864 | $27.26 | 939,864 | $667,066,449 | |||||
11/30/15 - 12/31/15 | 1,426,500 | $26.64 | 1,426,500 | $629,060,180 | |||||
Total 4th Quarter 2015 | 2,631,107 | $26.78 | 2,631,107 | $629,060,180 |
2010 | 2011 | 2012 | 2013 | 2014 | 2015 | |||||||||||||
TEGNA Inc. | $ | 100 | $ | 90.37 | $ | 127.80 | $ | 216.61 | $ | 240.11 | $ | 240.31 | ||||||
S&P 500 Index | $ | 100 | $ | 102.11 | $ | 118.45 | $ | 156.82 | $ | 178.29 | $ | 180.75 | ||||||
2015 Peer Group | $ | 100 | $ | 106.82 | $ | 148.38 | $ | 249.95 | $ | 265.12 | $ | 202.97 | ||||||
2016 Peer Group | $ | 100 | $ | 101.74 | $ | 114.08 | $ | 204.45 | $ | 198.34 | $ | 156.51 |
In millions of dollars | |||||||||||
2015 | Change | 2014 | Change | 2013 | |||||||
Operating revenue: | |||||||||||
Media | $ | 1,682 | (1%) | $ | 1,692 | *** | $ | 835 | |||
Digital | 1,369 | 47% | 934 | 22% | 768 | ||||||
Total operating revenues | $ | 3,051 | 16% | $ | 2,626 | 64% | $ | 1,603 | |||
Cost of sales | $ | 923 | (3%) | $ | 955 | 44% | $ | 663 | |||
Selling, general and admin. expenses | 1,068 | 39% | 767 | 44% | 532 | ||||||
Depreciation | 91 | 6% | 86 | 59% | 54 | ||||||
Amortization of intangible assets | 114 | 73% | 66 | *** | 21 | ||||||
Facility consolidation and asset impairment charges | (59 | ) | *** | 45 | 98% | 23 | |||||
Operating expenses | $ | 2,138 | 11% | $ | 1,919 | 48% | $ | 1,292 | |||
Operating income | $ | 913 | 29% | $ | 707 | *** | $ | 311 | |||
Note: Numbers may not sum due to rounding. |
2015 | 2014 | 2013 | |
Payroll costs | 41.1% | 41.0% | 44.2% |
In millions of dollars, except per share amounts | |||||||||||
2015 | Change | 2014 | Change | 2013 | |||||||
Net income from continuing operations attributable to TEGNA Inc. | $ | 357 | (48%) | $ | 688 | *** | $ | 41 | |||
Per basic share | $ | 1.59 | (48%) | $ | 3.04 | *** | $ | 0.18 | |||
Per diluted share | $ | 1.56 | (47%) | $ | 2.97 | *** | $ | 0.18 |
• | Depreciation expense is expected to be in the range of $90 million to $95 million in 2016. |
• | Amortization expense is expected to be approximately $110 million in 2016. |
• | We project interest expense of nearly $235 million. |
• | Capital expenditures are expected to be approximately $85 million to $95 million. |
In millions of dollars | |||||||||||
2015 | Change | 2014 | Change | 2013 | |||||||
Operating revenues | $ | 1,682 | (1%) | $ | 1,692 | *** | $ | 835 | |||
Operating expenses | |||||||||||
Operating expenses exclusive of depreciation | 886 | 4% | 851 | 92% | 444 | ||||||
Depreciation | 51 | (1%) | 52 | 98% | 26 | ||||||
Amortization | 22 | (21%) | 29 | *** | 2 | ||||||
Transformation items | 8 | (41%) | 14 | *** | 1 | ||||||
Operating expenses | 968 | 2% | 945 | *** | 473 | ||||||
Operating income | $ | 714 | (4%) | $ | 747 | *** | $ | 362 |
In millions of dollars | ||||||||||||
2015 | Change | 2014 | Change | 2013 | ||||||||
Core (Local & National) | $ | 1,072 | 3% | $ | 1,046 | 74 | % | $ | 600 | |||
Political | 21 | (87%) | 159 | *** | 13 | |||||||
Retransmission (a) | 449 | 24% | 362 | 145 | % | 148 | ||||||
Digital | 113 | 16% | 98 | 156 | % | 38 | ||||||
Other | 27 | (2%) | 27 | (24 | )% | 36 | ||||||
Total | $ | 1,682 | (1%) | $ | 1,692 | 103 | % | $ | 835 | |||
(a) Reverse compensation to network affiliates is included as part of programming costs and therefore is excluded from this line. |
In millions of dollars | |||||||||||
2015 | Change | 2014 | Change | 2013 | |||||||
Operating revenues | $ | 1,369 | 47% | $ | 934 | 22% | $ | 768 | |||
Operating expenses | |||||||||||
Operating expenses exclusive of depreciation | 993 | 37% | 722 | 20% | 603 | ||||||
Depreciation | 33 | 42% | 23 | 33% | 18 | ||||||
Amortization | 92 | *** | 37 | *** | 18 | ||||||
Asset impairment | 9 | (72%) | 31 | 44% | 22 | ||||||
Transformation items | 13 | *** | — | *** | — | ||||||
Operating expenses | 1,139 | 40% | 814 | 23% | 661 | ||||||
Operating income | $ | 229 | 91% | $ | 120 | 12% | $ | 107 |
• | Workforce restructuring charges; |
• | Transformation items; |
• | Non-cash asset impairment charges; |
• | Special gains and losses recorded in operating and non-operating; and |
• | Special tax gains and charges, as well as the tax effect of the above special items. |
In millions of dollars (except per share amounts) | Special Items | |||||||||||||||||||||||
Fiscal Year Ended Dec. 31, 2015 | GAAP measure | Workforce restructuring | Facility consolidation, transformation and asset impairment | Non-operating items | Special tax credit | Non-GAAP measure | ||||||||||||||||||
Operating expenses | $ | 2,138 | $ | (8 | ) | $ | 72 | $ | — | $ | — | $ | 2,202 | |||||||||||
Operating income | 913 | 8 | (72 | ) | — | — | 849 | |||||||||||||||||
Other non-operating items | (12 | ) | — | — | 10 | — | (1 | ) | ||||||||||||||||
Total non-op (expense) income | (290 | ) | — | — | 10 | — | (280 | ) | ||||||||||||||||
Income before income taxes | 623 | 8 | (72 | ) | 10 | — | 569 | |||||||||||||||||
Provision for income taxes | 202 | 3 | (31 | ) | (2 | ) | 3 | 176 | ||||||||||||||||
Net income from continuing operations attributable to TEGNA | 357 | 5 | (41 | ) | 13 | (3 | ) | 330 | ||||||||||||||||
Net income from continuing operations per share - diluted | $ | 1.56 | $ | 0.02 | $ | (0.17 | ) | $ | 0.05 | $ | (0.01 | ) | $ | 1.44 | ||||||||||
Note: Totals may not sum due to rounding. |
In millions of dollars (except per share amounts) | Special Items | |||||||||||||||||||||||
Fiscal Year Ended Dec. 28, 2014 | GAAP measure | Workforce restructuring | Facility consolidation, transformation and asset impairment | Non-operating items | Special tax credit | Non-GAAP measure | ||||||||||||||||||
Operating expenses | $ | 1,919 | $ | (7 | ) | $ | (49 | ) | $ | — | $ | — | $ | 1,862 | ||||||||||
Operating income | 707 | 7 | 49 | — | — | 764 | ||||||||||||||||||
Equity income in unconsolidated investees, net | 151 | — | — | (137 | ) | — | 14 | |||||||||||||||||
Other non-operating items | 404 | — | — | (405 | ) | — | — | |||||||||||||||||
Total non-op (expense) income | 283 | — | — | (542 | ) | — | (259 | ) | ||||||||||||||||
Income before income taxes | 991 | 7 | 49 | (542 | ) | — | 505 | |||||||||||||||||
Provision for income taxes | 234 | 3 | 9 | (203 | ) | 110 | 153 | |||||||||||||||||
Net income from continuing operations attributable to TEGNA | 688 | 4 | 40 | (339 | ) | (110 | ) | 284 | ||||||||||||||||
Net income from continuing operations per share - diluted | $ | 2.97 | $ | 0.02 | $ | 0.17 | $ | (1.46 | ) | $ | (0.47 | ) | $ | 1.22 | ||||||||||
Note: Totals may not sum due to rounding. |
In millions of dollars, except per share amounts | |||||||
2015 | Change | 2014 | |||||
Adjusted operating expenses | $ | 2,202 | 18% | $ | 1,862 | ||
Adjusted operating income | 849 | 11% | 764 | ||||
Adjusted equity income in unconsolidated investees, net | — | *** | 14 | ||||
Adjusted other non-operating items | (1 | ) | *** | — | |||
Adjusted total non-operating (expense) income | (280 | ) | 8% | (259 | ) | ||
Adjusted income before income taxes | 569 | 13% | 505 | ||||
Adjusted provision for income taxes | 176 | 15% | 153 | ||||
Adjusted net income from continuing operations attributable to TEGNA Inc. | 330 | 16% | 284 | ||||
Adjusted net income from continuing operations per share - diluted | $ | 1.44 | 18% | $ | 1.22 |
In millions of dollars | |||||||
2015 | Change | 2014 | |||||
Net income from continuing operations attributable to TEGNA Inc. (GAAP basis) | $ | 357 | (48)% | $ | 688 | ||
Net income attributable to noncontrolling interests | 63 | (7)% | 68 | ||||
Provision for income taxes | 202 | (14)% | 234 | ||||
Interest expense | 274 | —% | 273 | ||||
Equity loss (income) in unconsolidated investees, net | 5 | *** | (151 | ) | |||
Other non-operating items | 12 | *** | (404 | ) | |||
Operating income (GAAP basis) | $ | 913 | 29% | $ | 707 | ||
Workforce restructuring | 8 | 14% | 7 | ||||
Other transformation items | 9 | (50)% | 18 | ||||
Asset impairment charges | 9 | (71)% | 31 | ||||
Corporate HQ building sale gain | (90 | ) | *** | — | |||
Adjusted operating income (non-GAAP basis) | $ | 849 | 11% | $ | 764 | ||
Depreciation | 91 | 6% | 86 | ||||
Adjusted amortization (non-GAAP basis) | 114 | 87% | 61 | ||||
Non-cash rent | 2 | *** | — | ||||
Adjusted EBITDA (non-GAAP basis) | $ | 1,056 | 16% | $ | 911 | ||
Note: Numbers may not sum due to rounding. |
In millions of dollars | |||||||
2015 | Change | 2014 | |||||
Media Segment operating expenses (GAAP basis) | $ | 968 | 2% | $ | 945 | ||
Remove special items: | |||||||
Workforce restructuring | (4 | ) | 6% | (4 | ) | ||
Transformation gain (costs) | 5 | *** | (18 | ) | |||
As adjusted operating expenses (non-GAAP basis) | $ | 969 | 5% | $ | 923 | ||
Media Segment operating income (GAAP basis) | $ | 714 | (4%) | $ | 747 | ||
Remove special items: | |||||||
Workforce restructuring | 4 | 6% | 4 | ||||
Transformation (gain) costs | (5 | ) | *** | 18 | |||
As adjusted operating income (non-GAAP basis) | $ | 714 | (7%) | $ | 769 | ||
Note: Numbers may not sum due to rounding. |
In millions of dollars | |||||||
2015 | Change | 2014 | |||||
Digital Segment operating expenses (GAAP basis) | $ | 1,139 | 40% | $ | 814 | ||
Remove special items: | |||||||
Workforce restructuring | (4 | ) | 16% | (3 | ) | ||
Asset impairment charges | (22 | ) | (30%) | (31 | ) | ||
As adjusted operating expenses (non-GAAP basis) | $ | 1,114 | 43% | $ | 780 | ||
Digital Segment operating income (GAAP basis) | $ | 229 | 91% | $ | 120 | ||
Remove special items: | |||||||
Workforce restructuring | 4 | 16% | 3 | ||||
Asset impairment charges | 22 | (30%) | 31 | ||||
As adjusted operating income (non-GAAP basis) | $ | 255 | 65% | $ | 154 | ||
Note: Numbers may not sum due to rounding. |
In millions of dollars | |||||||||
2015 | |||||||||
TEGNA (as reported) | Pro Forma Adjustments(a) | TEGNA Pro Forma Combined | |||||||
Digital operating revenue | $ | 1,369 | $ | (32 | ) | $ | 1,337 | ||
Digital operating expense | 1,139 | (61 | ) | 1,078 | |||||
Digital operating income | $ | 229 | $ | 31 | $ | 260 | |||
(a) The pro forma adjustments exclude revenues and expenses for the sale of PointRoll as if it had occurred on the first day of 2014. |
In millions of dollars | |||||||||
2014 | |||||||||
TEGNA (as reported) | Pro Forma Adjustments(a) | TEGNA Pro Forma Combined | |||||||
Digital operating revenue | $ | 934 | $ | 324 | $ | 1,258 | |||
Digital operating expense | 814 | 260 | 1,074 | ||||||
Digital operating income | $ | 120 | $ | 64 | $ | 184 | |||
(a) The pro forma adjustments include additions to revenue and expenses for the acquisition of Cars.com and exclude revenues and expenses for the sale of PointRoll as if they had occurred on the first day of 2014. |
In thousands of dollars | |||
2016 (1) | $ | 646 | |
2017 (1) | 646 | ||
2018 (1) | 646 | ||
2019 | 640,000 | ||
2020 (2) | 1,807,129 | ||
Thereafter | 1,765,000 | ||
Total | $ | 4,214,067 |
Contractual obligations | Payments due by period | ||||||||||||||
In millions of dollars | Total | 2016 | 2017-18 | 2019-20 | Thereafter | ||||||||||
Long-term debt (1) | $ | 4,214 | $ | 1 | $ | 1 | $ | 2,447 | $ | 1,765 | |||||
Interest Payments (2) | 1,246 | 187 | 357 | 292 | 410 | ||||||||||
Operating leases (3) | 204 | 41 | 63 | 36 | 64 | ||||||||||
Purchase obligations (4) | 176 | 64 | 68 | 30 | 14 | ||||||||||
Programming contracts (5) | 699 | 149 | 419 | 131 | — | ||||||||||
Other noncurrent liabilities (6) | 80 | 8 | 20 | 17 | 35 | ||||||||||
Total | $ | 6,619 | $ | 450 | $ | 928 | $ | 2,953 | $ | 2,288 |
(1) | Long-term debt includes scheduled principal payments only. See Note 6 to the Consolidated Financial Statements for further information. |
(2) | We have $720 million of outstanding borrowings under our revolving credit facility as of Dec. 31, 2015. We have not included estimated interest payments since payments into and out of the credit facility change daily. Interest on the senior notes is based on the stated cash coupon rate and excludes the amortization of debt issuance discount. The term loan interest rates are based on the actual rates as of Dec. 31, 2015. |
(3) | See Note 12 to the Consolidated Financial Statements. |
(4) | Includes purchase obligations related to capital projects, interactive marketing agreements and other legally binding commitments. Amounts which we are liable for under purchase orders outstanding at Dec. 31, 2015, are reflected in the Consolidated Balance Sheets as accounts payable and accrued liabilities and are excluded from the table above. |
(5) | Programming contracts include television station commitments to purchase programming to be produced in future years. This also includes amounts related to our network affiliation agreements. |
(6) | Other noncurrent liabilities consist of both unfunded and under-funded postretirement benefit plans. Unfunded plans include the TEGNA Supplemental Executive Retirement Plan and the TEGNA Retiree Welfare Plan. Employer contributions, which equal the expected benefit payments, are reflected in the table above over the next ten-year period. Our under-funded plans include the TEGNA Retirement Plan and the G.B. Dealey Retirement Plan (merged into the TEGNA Retirement Plan effective Dec. 31, 2015). We do not anticipate any contributions to the TEGNA Retirement Plan in 2016. Contributions beyond the next fiscal year are excluded due to uncertainties regarding significant assumptions involved in estimating these contributions, such as interest rate levels as well as the amount and timing of invested asset returns. |
Stock repurchases | Repurchases made in fiscal year | ||||||||
In millions | 2015 | 2014 | 2013 | ||||||
Number of shares purchased | 9.6 | 2.7 | 4.9 | ||||||
Dollar amount purchased | $ | 271 | $ | 76 | $ | 117 |
In millions of dollars | |||
Segment | Goodwill Balance | ||
Media | $ | 2,579 | |
Digital | $ | 1,340 |
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Page | |
FINANCIAL STATEMENTS | |
OTHER INFORMATION | |
SUPPLEMENTARY DATA | |
* | All other schedules prescribed under Regulation S-X are omitted because they are not applicable or not required. |
TEGNA INC. CONSOLIDATED BALANCE SHEETS | ||||||
In thousands of dollars, except share amounts | ||||||
Assets | Dec. 31, 2015 | Dec. 28, 2014 | ||||
(recast) | ||||||
Current assets | ||||||
Cash and cash equivalents | $ | 129,200 | $ | 110,305 | ||
Trade receivables, net of allowances of $9,092 and $8,844, respectively | 556,351 | 537,457 | ||||
Other receivables | 18,738 | 55,040 | ||||
Assets held for sale | — | 36,774 | ||||
Prepaid expenses and other current assets | 94,262 | 82,956 | ||||
Current discontinued operations assets | 6,608 | 490,531 | ||||
Total current assets | 805,159 | 1,313,063 | ||||
Property and equipment | ||||||
Land | 76,089 | 97,892 | ||||
Buildings and improvements | 272,862 | 487,885 | ||||
Equipment, furniture and fixtures | 604,839 | 692,424 | ||||
Construction in progress | 30,395 | 17,511 | ||||
Total | 984,185 | 1,295,712 | ||||
Less accumulated depreciation | (525,866 | ) | (628,794 | ) | ||
Net property and equipment | 458,319 | 666,918 | ||||
Intangible and other assets | ||||||
Goodwill | 3,919,726 | 3,914,771 | ||||
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $220,662 and $114,273, respectively | 3,065,107 | 3,177,578 | ||||
Investments and other assets | 288,790 | 249,450 | ||||
Noncurrent discontinued operation assets | 657 | 1,920,415 | ||||
Total intangible and other assets | 7,274,280 | 9,262,214 | ||||
Total assets(a) | $ | 8,537,758 | $ | 11,242,195 | ||
TEGNA INC. CONSOLIDATED BALANCE SHEETS | ||||||
In thousands of dollars, except share amounts | ||||||
Liabilities and equity | Dec. 31, 2015 | Dec. 28, 2014 | ||||
(recast) | ||||||
Current liabilities | ||||||
Accounts payable | ||||||
Trade | $ | 87,706 | $ | 114,362 | ||
Other | 36,948 | 34,924 | ||||
Accrued liabilities | ||||||
Compensation | 115,679 | 143,905 | ||||
Interest | 49,835 | 64,929 | ||||
Other | 131,301 | 154,370 | ||||
Dividends payable | 31,033 | 45,309 | ||||
Income taxes | 15,742 | 11,267 | ||||
Deferred income | 132,650 | 131,794 | ||||
Current portion of long-term debt | 646 | 7,854 | ||||
Current discontinued operations liabilities | 5,243 | 424,739 | ||||
Total current liabilities | 606,783 | 1,133,453 | ||||
Income taxes | 18,191 | 56,578 | ||||
Deferred income taxes | 883,141 | 681,595 | ||||
Long-term debt | 4,200,816 | 4,488,028 | ||||
Pension liabilities | 178,844 | 171,675 | ||||
Other noncurrent liabilities | 168,573 | 175,710 | ||||
Noncurrent discontinued operations liabilities | — | 1,025,413 | ||||
Total noncurrent liabilities | 5,449,565 | 6,598,999 | ||||
Total liabilities(a) | 6,056,348 | 7,732,452 | ||||
Redeemable noncontrolling interests | 24,666 | 20,470 | ||||
Commitments and contingent liabilities (see Note 12) | ||||||
Equity | ||||||
TEGNA Inc. shareholders’ equity | ||||||
Common stock, par value $1: Authorized, 800,000,000 shares: Issued, 324,418,632 shares | 324,419 | 324,419 | ||||
Additional paid-in capital | 539,505 | 546,406 | ||||
Retained earnings | 7,111,129 | 8,602,369 | ||||
Accumulated other comprehensive loss | (130,951 | ) | (778,769 | ) | ||
7,844,102 | 8,694,425 | |||||
Less treasury stock at cost, 104,664,452 shares and 97,679,541 shares, respectively | (5,652,131 | ) | (5,439,511 | ) | ||
Total TEGNA Inc. shareholders’ equity | 2,191,971 | 3,254,914 | ||||
Noncontrolling interests | 264,773 | 234,359 | ||||
Total equity | 2,456,744 | 3,489,273 | ||||
Total liabilities, redeemable noncontrolling interests and equity | $ | 8,537,758 | $ | 11,242,195 |
TEGNA INC. CONSOLIDATED STATEMENTS OF INCOME | ||||||||||
In thousands of dollars, except per share amounts | ||||||||||
Fiscal year ended | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |||||||
(recast) | (recast) | |||||||||
Operating Revenues: | ||||||||||
Media | $ | 1,682,144 | $ | 1,691,866 | $ | 835,113 | ||||
Digital | 1,368,801 | 934,275 | 768,010 | |||||||
Total | 3,050,945 | 2,626,141 | 1,603,123 | |||||||
Operating expenses: | ||||||||||
Cost of sales and operating expenses, exclusive of depreciation | 923,336 | 954,990 | 662,769 | |||||||
Selling, general and administrative expenses, exclusive of depreciation | 1,068,221 | 766,854 | 531,932 | |||||||
Depreciation | 90,803 | 85,866 | 54,127 | |||||||
Amortization of intangible assets | 114,284 | 65,971 | 20,706 | |||||||
Facility consolidation and net asset (gains) impairment charges (see Note 11) | (58,857 | ) | 44,961 | 22,729 | ||||||
Total | 2,137,787 | 1,918,642 | 1,292,263 | |||||||
Operating income | 913,158 | 707,499 | 310,860 | |||||||
Non-operating (expense) income | ||||||||||
Equity (loss) income in unconsolidated investees, net (see Note 4) | (5,064 | ) | 151,462 | 21,055 | ||||||
Interest expense | (273,629 | ) | (272,668 | ) | (174,818 | ) | ||||
Other non-operating items | (11,529 | ) | 404,403 | (45,279 | ) | |||||
Total | (290,222 | ) | 283,197 | (199,042 | ) | |||||
Income before income taxes | 622,936 | 990,696 | 111,818 | |||||||
Provision for income taxes | 202,314 | 234,471 | 13,122 | |||||||
Income from continuing operations | 420,622 | 756,225 | 98,696 | |||||||
Income from discontinued operations, net of tax | 102,064 | 374,235 | 347,217 | |||||||
Net Income | 522,686 | 1,130,460 | 445,913 | |||||||
Net income attributable to noncontrolling interests | (63,164 | ) | (68,289 | ) | (57,233 | ) | ||||
Net income attributable to TEGNA Inc. | $ | 459,522 | $ | 1,062,171 | $ | 388,680 | ||||
Earnings from continuing operations per share - basic | $ | 1.59 | $ | 3.04 | $ | 0.18 | ||||
Earnings (loss) from discontinued operations per share - basic | 0.45 | 1.65 | 1.52 | |||||||
Net income per share - basic | $ | 2.04 | $ | 4.69 | $ | 1.70 | ||||
Earnings from continuing operations per share - diluted | $ | 1.56 | $ | 2.97 | $ | 0.18 | ||||
Earnings from discontinued operations per share - diluted | 0.44 | 1.61 | 1.48 | |||||||
Net income per share - diluted | $ | 2.00 | $ | 4.58 | $ | 1.66 | ||||
Weighted average number of common shares outstanding: | ||||||||||
Basic | 224,688 | 226,292 | 228,541 | |||||||
Diluted | 229,721 | 231,907 | 234,189 | |||||||
Dividends declared per share | $ | 0.68 | $ | 0.80 | $ | 0.80 |
TEGNA INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||||||||
In thousands of dollars | ||||||||||
Fiscal year ended | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |||||||
Net income | $ | 522,686 | $ | 1,130,460 | $ | 445,913 | ||||
Redeemable noncontrolling interest (income not available to shareholders) | (1,796 | ) | (3,420 | ) | (1,997 | ) | ||||
Other comprehensive income (loss), before tax: | ||||||||||
Foreign currency translation adjustments | (8,235 | ) | (43,766 | ) | 9,055 | |||||
Pension and other postretirement benefit items: | ||||||||||
Actuarial gain (loss): | ||||||||||
Actuarial gain (loss) arising during the period | 39,115 | (466,482 | ) | 286,778 | ||||||
Amortization of actuarial loss | 31,357 | 46,489 | 64,381 | |||||||
Prior service cost: | ||||||||||
Change in prior service credit | — | 37,986 | 319 | |||||||
Amortization of prior service cost (credit) | 1,176 | (4,082 | ) | (1,599 | ) | |||||
Settlement charge | — | — | 3,077 | |||||||
Other | (355 | ) | (10,279 | ) | (10,158 | ) | ||||
Pension and other postretirement benefit items | 71,293 | (396,368 | ) | 342,798 | ||||||
Unrealized gains on available for sale investments during the period | 3,311 | — | 2,363 | |||||||
Other comprehensive income (loss) before tax | 66,369 | (440,134 | ) | 354,216 | ||||||
Income tax effect related to components of other comprehensive income (loss) | (28,289 | ) | 147,718 | (145,478 | ) | |||||
Other comprehensive income (loss), net of tax | 38,080 | (292,416 | ) | 208,738 | ||||||
Comprehensive income | 558,970 | 834,624 | 652,654 | |||||||
Comprehensive income attributable to noncontrolling interests, net of tax | (55,099 | ) | (57,167 | ) | (56,888 | ) | ||||
Comprehensive income attributable to TEGNA Inc. | $ | 503,871 | $ | 777,457 | $ | 595,766 |
TEGNA INC. CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||
In thousands of dollars | ||||||||||
Fiscal year ended | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |||||||
Cash flows from operating activities | ||||||||||
Net income | $ | 522,686 | $ | 1,130,460 | $ | 445,913 | ||||
Adjustments to reconcile net income to operating cash flows: | ||||||||||
Gain on Cars.com acquisition, net of tax | — | (285,860 | ) | — | ||||||
Depreciation | 140,954 | 185,868 | 153,203 | |||||||
Amortization of intangible assets | 121,290 | 79,856 | 36,369 | |||||||
Stock-based compensation | 26,344 | 33,882 | 33,437 | |||||||
Provision for deferred income taxes | 100,202 | 1,200 | 53,900 | |||||||
Pension contributions, net of pension expense | (122,376 | ) | (111,194 | ) | (82,878 | ) | ||||
Equity income in unconsolidated investees, net | (5,743 | ) | (167,319 | ) | (43,824 | ) | ||||
Other, including gains/losses on sale of assets and impairments | (65,496 | ) | 100,159 | 56,341 | ||||||
Changes in operating assets and liabilities: | ||||||||||
Decrease (increase) in trade receivables | 32,787 | (1,514 | ) | (17,884 | ) | |||||
Decrease (increase) in inventories | 1,807 | 10,032 | 4,489 | |||||||
Increase (decrease) in accounts payable | (57,643 | ) | 66,740 | (29,310 | ) | |||||
Increase (decrease) in interest and taxes payable | (46,411 | ) | (193,274 | ) | (53,101 | ) | ||||
Increase (decrease) in deferred income | 4,822 | (5,353 | ) | (12,233 | ) | |||||
Changes in other assets and liabilities, net | (40,117 | ) | (22,484 | ) | (32,934 | ) | ||||
Net cash flows from operating activities | 613,106 | 821,199 | 511,488 | |||||||
Cash flows from investing activities | ||||||||||
Purchase of property and equipment | (118,767 | ) | (150,354 | ) | (110,407 | ) | ||||
Payments for acquisitions, net of cash acquired | (53,656 | ) | (1,990,877 | ) | (1,451,006 | ) | ||||
Payments for investments | (33,715 | ) | (7,026 | ) | (3,380 | ) | ||||
Proceeds from investments | 12,402 | 180,809 | 63,408 | |||||||
Proceeds from sale of assets | 411,012 | 305,347 | 113,895 | |||||||
Net cash provided by (used for) investing activities | 217,276 | (1,662,101 | ) | (1,387,490 | ) | |||||
Cash flows from financing activities | ||||||||||
Proceeds from (payments of) borrowings under revolving credit facilities, net | 80,000 | 640,000 | (205,000 | ) | ||||||
Proceeds from borrowings | 200,000 | 666,732 | 2,021,869 | |||||||
Debt repayments | (587,509 | ) | (537,490 | ) | (287,719 | ) | ||||
Payments of debt issuance and financing costs | (7,619 | ) | (10,548 | ) | (41,960 | ) | ||||
Dividends paid | (167,508 | ) | (181,328 | ) | (183,233 | ) | ||||
Repurchases of common stock | (271,030 | ) | (75,815 | ) | (116,639 | ) | ||||
Excess tax benefit from equity awards and proceeds from stock option exercises | 31,284 | 26,672 | 31,435 | |||||||
Distributions to noncontrolling membership interests | (24,783 | ) | (22,072 | ) | (42,608 | ) | ||||
Deferred payments for acquisitions | (9,136 | ) | (15,687 | ) | (6,132 | ) | ||||
Cash transferred to the Gannett Co., Inc. business | (63,365 | ) | — | — | ||||||
Net cash (used for) provided by financing activities | (819,666 | ) | 490,464 | 1,170,013 | ||||||
Effect of currency exchange rate change | — | (281 | ) | 162 | ||||||
Increase (decrease) in cash and cash equivalents | 10,716 | (350,719 | ) | 294,173 | ||||||
Cash and cash equivalents from continuing operations, beginning of year | 110,305 | 455,023 | 109,488 | |||||||
Cash and cash equivalents from discontinued operations, beginning of year | 8,179 | 14,180 | 65,542 | |||||||
Balance of cash and cash equivalents at beginning of year | 118,484 | 469,203 | 175,030 | |||||||
Cash and cash equivalents from continuing operations, end of year | 129,200 | 110,305 | 455,023 | |||||||
Cash and cash equivalents from discontinued operations, end of year | — | 8,179 | 14,180 | |||||||
Balance of cash and cash equivalents at end of year | $ | 129,200 | $ | 118,484 | $ | 469,203 | ||||
Supplemental cash flow information: | ||||||||||
Cash paid for taxes, net of refunds | $ | 105,581 | $ | 207,038 | $ | 124,378 | ||||
Cash paid for interest | $ | 265,174 | $ | 242,190 | $ | 126,180 | ||||
Non-cash investing and financing activities | ||||||||||
Non-monetary exchange of investment for acquisition | $ | (34,403 | ) | $ | — | $ | — | |||
Assets-held-for-sale proceeds | $ | — | $ | 146,428 | $ | — | ||||
Escrow deposit disbursement related to London Broadcasting Company television stations acquisition | $ | — | $ | (134,908 | ) | $ | — | |||
Capital expenditures | $ | — | $ | (11,520 | ) | $ | — |
TEGNA INC. CONSOLIDATED STATEMENTS OF EQUITY | ||||||||||||||||||||||
In thousands of dollars | TEGNA Inc. Shareholders’ Equity | |||||||||||||||||||||
Fiscal years ended Dec. 29, 2013, Dec. 28, 2014, and Dec. 31, 2015 | Common stock $1 par value | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income (loss) | Treasury stock | Noncontrolling Interests | Total | |||||||||||||||
Balance: Dec. 30, 2012 | $ | 324,419 | $ | 567,515 | $ | 7,514,858 | $ | (701,141 | ) | $ | (5,355,037 | ) | $ | 189,298 | $ | 2,539,912 | ||||||
Net Income | 388,680 | 57,233 | 445,913 | |||||||||||||||||||
Redeemable noncontrolling interest | (1,997 | ) | (1,997 | ) | ||||||||||||||||||
Other comprehensive income (loss), net of tax | 207,086 | 1,652 | 208,738 | |||||||||||||||||||
Total comprehensive income | 652,654 | |||||||||||||||||||||
Dividends declared: $0.80 per share | (182,635 | ) | (182,635 | ) | ||||||||||||||||||
Distributions to noncontrolling membership shareholders | (42,390 | ) | (42,390 | ) | ||||||||||||||||||
Treasury stock acquired | (116,639 | ) | (116,639 | ) | ||||||||||||||||||
Stock-based awards activity | (58,571 | ) | 61,416 | 2,845 | ||||||||||||||||||
Stock-based compensation | 33,437 | 33,437 | ||||||||||||||||||||
Tax benefit from settlement of stock awards | 9,764 | 9,764 | ||||||||||||||||||||
Other activity | 223 | (277 | ) | (2,101 | ) | (2,155 | ) | |||||||||||||||
Balance: Dec. 29, 2013 | $ | 324,419 | $ | 552,368 | $ | 7,720,903 | $ | (494,055 | ) | $ | (5,410,537 | ) | $ | 201,695 | $ | 2,894,793 | ||||||
Net Income | 1,062,171 | 68,289 | 1,130,460 | |||||||||||||||||||
Redeemable noncontrolling interest | (3,420 | ) | (3,420 | ) | ||||||||||||||||||
Other comprehensive income, net of tax | (284,714 | ) | (7,702 | ) | (292,416 | ) | ||||||||||||||||
Total comprehensive income | 834,624 | |||||||||||||||||||||
Dividends declared: $0.80 per share | (180,705 | ) | (180,705 | ) | ||||||||||||||||||
Distributions to noncontrolling membership shareholders | (22,072 | ) | (22,072 | ) | ||||||||||||||||||
Treasury stock acquired | (75,815 | ) | (75,815 | ) | ||||||||||||||||||
Stock-based awards activity | (52,988 | ) | 47,127 | (5,861 | ) | |||||||||||||||||
Stock-based compensation | 33,882 | 33,882 | ||||||||||||||||||||
Tax benefit from settlement of stock awards | 12,437 | 12,437 | ||||||||||||||||||||
Other activity | 707 | (286 | ) | (2,431 | ) | (2,010 | ) | |||||||||||||||
Balance: Dec. 28, 2014 | $ | 324,419 | $ | 546,406 | $ | 8,602,369 | $ | (778,769 | ) | $ | (5,439,511 | ) | $ | 234,359 | $ | 3,489,273 | ||||||
Net Income | 459,522 | 63,164 | 522,686 | |||||||||||||||||||
Redeemable noncontrolling interests | (1,796 | ) | (1,796 | ) | ||||||||||||||||||
Other comprehensive loss, net of tax | 44,349 | (6,269 | ) | 38,080 | ||||||||||||||||||
Total comprehensive income | 558,970 | |||||||||||||||||||||
Dividends declared: $0.68 per share | (153,022 | ) | (153,022 | ) | ||||||||||||||||||
Distributions to noncontrolling membership shareholders | (23,550 | ) | (23,550 | ) | ||||||||||||||||||
Spin-off of Publishing businesses | (1,797,740 | ) | 603,469 | (1,194,271 | ) | |||||||||||||||||
Treasury stock acquired | (271,030 | ) | (271,030 | ) | ||||||||||||||||||
Stock-based awards activity | (52,436 | ) | 42,620 | (9,816 | ) | |||||||||||||||||
Stock-based compensation | 26,344 | 26,344 | ||||||||||||||||||||
Tax benefit from settlement of stock awards | 20,439 | 20,439 | ||||||||||||||||||||
Other activity | (1,248 | ) | 15,790 | (1,135 | ) | 13,407 | ||||||||||||||||
Balance: Dec. 31, 2015 | $ | 324,419 | $ | 539,505 | $ | 7,111,129 | $ | (130,951 | ) | $ | (5,652,131 | ) | $ | 264,773 | $ | 2,456,744 |
In thousands of dollars | ||||||
Dec. 31, 2015 | Dec. 28, 2014 | |||||
Current assets | $ | 1,250 | $ | 20,541 | ||
Property and equipment, net | 309 | 10,084 | ||||
Intangible and other assets | 2,846 | 29,412 | ||||
Total assets | 4,405 | 60,037 | ||||
Current liabilities | 1,381 | 11,635 | ||||
Noncurrent liabilities | 1,719 | 26,028 | ||||
Total liabilities | $ | 3,100 | $ | 37,663 |
In thousands of dollars | |||
Cash and cash equivalents | $ | 43,767 | |
Receivables and other current assets | 108,577 | ||
Property and equipment | 17,399 | ||
Indefinite-lived intangible assets | 872,320 | ||
Definite-lived intangible assets: | |||
Customer relationships | 789,540 | ||
Internally developed technology | 69,500 | ||
Other | 2,860 | ||
Investments and other noncurrent assets | 14,598 | ||
Goodwill | 715,970 | ||
Total assets acquired | 2,634,531 | ||
Current liabilities | 106,970 | ||
Other noncurrent liabilities | 132,606 | ||
Total liabilities assumed | 239,576 | ||
Net assets acquired | 2,394,955 | ||
Less: acquisition date fair value of 26.9% equity interest | 563,757 | ||
Acquisition purchase price | $ | 1,831,198 |
Unaudited | ||||||
In thousands of dollars | 2014 | 2013 | ||||
Total revenues | $ | 2,987,058 | $ | 2,039,854 | ||
Net income attributable to TEGNA Inc. | $ | 754,851 | $ | 356,353 |
In thousands of dollars | |||||||||
Gross | Accumulated Amortization | Net | |||||||
Dec. 31, 2015 | |||||||||
Goodwill | $ | 3,919,726 | $ | — | $ | 3,919,726 | |||
Indefinite-lived intangibles: | |||||||||
Television station FCC licenses | 1,191,950 | — | 1,191,950 | ||||||
Trade names | 925,019 | — | 925,019 | ||||||
Amortizable intangible assets: | |||||||||
Customer relationships | 903,652 | (145,398 | ) | 758,254 | |||||
Other | 265,148 | (75,264 | ) | 189,884 | |||||
Total | $ | 7,205,495 | $ | (220,662 | ) | $ | 6,984,833 | ||
Dec. 28, 2014 (recast) | |||||||||
Goodwill | $ | 3,914,771 | $ | — | $ | 3,914,771 | |||
Indefinite-lived intangibles: | |||||||||
Television station FCC licenses | 1,191,950 | — | 1,191,950 | ||||||
Trade names | 926,407 | — | 926,407 | ||||||
Amortizable intangible assets: | |||||||||
Customer relationships | 904,916 | (71,719 | ) | 833,197 | |||||
Other | 268,578 | (42,554 | ) | 226,024 | |||||
Total | $ | 7,206,622 | $ | (114,273 | ) | $ | 7,092,349 |
In thousands of dollars | |||
2016 | $ | 110,135 | |
2017 | $ | 105,989 | |
2018 | $ | 103,213 | |
2019 | $ | 97,018 | |
2020 | $ | 94,308 |
In thousands of dollars | |||||||||
Media | Digital | Total | |||||||
Goodwill (recast) | |||||||||
Gross balance at Dec. 29, 2013 | 2,543,333 | 765,952 | 3,309,285 | ||||||
Accumulated impairment losses | — | (136,700 | ) | (136,700 | ) | ||||
Net balance at Dec. 29, 2013 | $ | 2,543,333 | $ | 629,252 | $ | 3,172,585 | |||
Acquisitions & adjustments | 35,268 | 753,828 | 789,096 | ||||||
Impairment | — | (30,271 | ) | (30,271 | ) | ||||
Foreign currency exchange rate changes | — | (16,639 | ) | (16,639 | ) | ||||
Balance at Dec. 28, 2014 | $ | 2,578,601 | $ | 1,336,170 | $ | 3,914,771 | |||
Gross balance at Dec. 28, 2014 | 2,578,601 | 1,503,141 | 4,081,742 | ||||||
Accumulated impairment losses | — | (166,971 | ) | (166,971 | ) | ||||
Net balance at Dec. 28, 2014 | $ | 2,578,601 | $ | 1,336,170 | $ | 3,914,771 | |||
Acquisitions & adjustments | 817 | 25,667 | 26,484 | ||||||
Dispositions | — | (252 | ) | (252 | ) | ||||
Impairment | — | (8,000 | ) | (8,000 | ) | ||||
Foreign currency exchange rate changes | — | (13,277 | ) | (13,277 | ) | ||||
Balance at Dec. 31, 2015 | $ | 2,579,418 | $ | 1,340,308 | $ | 3,919,726 | |||
Gross balance at Dec. 31, 2015 | 2,579,418 | 1,515,279 | 4,094,697 | ||||||
Accumulated impairment losses | — | (174,971 | ) | (174,971 | ) | ||||
Net balance at Dec. 31, 2015 | $ | 2,579,418 | $ | 1,340,308 | $ | 3,919,726 |
In thousands of dollars | ||||||
Dec. 31, 2015 | Dec. 28, 2014 | |||||
(recast) | ||||||
Deferred compensation investments | $ | 77,199 | $ | 65,950 | ||
Cash value life insurance | 68,332 | 70,801 | ||||
Deferred debt issuance cost | 45,420 | 50,045 | ||||
Equity method investments | 27,824 | 21,750 | ||||
Available for sale investment | 28,090 | — | ||||
Other long term assets | 41,925 | 40,904 | ||||
Total | $ | 288,790 | $ | 249,450 |
In thousands of dollars | |||||||||
2015 | Current | Deferred | Total | ||||||
Federal | $ | 114,161 | $ | 76,816 | $ | 190,977 | |||
State and other | 12,795 | (2,247 | ) | 10,548 | |||||
Foreign | 1,849 | (1,060 | ) | 789 | |||||
Total | $ | 128,805 | $ | 73,509 | $ | 202,314 |
In thousands of dollars | |||||||||
2014 - recast | Current | Deferred | Total | ||||||
Federal | $ | 139,710 | $ | 51,245 | $ | 190,955 | |||
State and other | 23,114 | 20,232 | 43,346 | ||||||
Foreign | 1,100 | (930 | ) | 170 | |||||
Total | $ | 163,924 | $ | 70,547 | $ | 234,471 |
In thousands of dollars | |||||||||
2013 - recast | Current | Deferred | Total | ||||||
Federal | $ | 50,564 | $ | (28,151 | ) | $ | 22,413 | ||
State and other | (22,105 | ) | 10,562 | (11,543 | ) | ||||
Foreign | 1,000 | 1,252 | 2,252 | ||||||
Total | $ | 29,459 | $ | (16,337 | ) | $ | 13,122 |
In thousands of dollars | |||||||||
2015 | 2014 | 2013 | |||||||
(recast) | (recast) | ||||||||
Domestic | $ | 568,534 | $ | 927,453 | $ | 63,693 | |||
Foreign | (8,762 | ) | (5,046 | ) | (9,108 | ) | |||
Total | $ | 559,772 | $ | 922,407 | $ | 54,585 |
2015 | 2014 | 2013 | ||||
(recast) | (recast) | |||||
U.S. statutory tax rate | 35.0 | % | 35.0 | % | 35.0 | % |
Increase (decrease) in taxes resulting from: | ||||||
State taxes (net of federal income tax benefit) | 3.2 | 2.4 | 10.8 | |||
Effect of foreign operations | 0.5 | 0.1 | 1.5 | |||
Domestic Manufacturing Deduction | (2.0 | ) | (1.6 | ) | (3.3 | ) |
Uncertain tax positions, settlements and lapse of statutes of limitations | (0.2 | ) | (0.3 | ) | (40.3 | ) |
Net deferred tax write offs and deferred tax rate adjustments | (1.6 | ) | (0.3 | ) | (4.3 | ) |
Non-deductible transactions costs | 0.5 | 0.7 | 13.5 | |||
Loss on sale of subsidiary | — | (12.6 | ) | — | ||
Non-deductible goodwill | 0.4 | 3.0 | — | |||
Tax provision and state refund adjustments | — | — | 12.5 | |||
Other, net | 0.3 | (1.0 | ) | (0.9 | ) | |
Effective tax rate | 36.1 | % | 25.4 | % | 24.5 | % |
In thousands of dollars | ||||||
Dec. 31, 2015 | Dec. 28, 2014 | |||||
(recast) | ||||||
Liabilities | ||||||
Accelerated depreciation | $ | 55,783 | $ | 76,435 | ||
Accelerated amortization of deductible intangibles | 663,545 | 645,096 | ||||
Partnership investments including impairments | 282,784 | 254,476 | ||||
Other | 9,057 | 18,961 | ||||
Total deferred tax liabilities | 1,011,169 | 994,968 | ||||
Assets | ||||||
Accrued compensation costs | 28,119 | 43,668 | ||||
Pension and postretirement medical and life | 73,470 | 34,568 | ||||
Loss carryforwards | 184,117 | 308,374 | ||||
Other | 26,735 | 67,494 | ||||
Total deferred tax assets | 312,441 | 454,104 | ||||
Valuation allowance | 184,413 | 140,731 | ||||
Total net deferred tax (liabilities) | $ | (883,141 | ) | $ | (681,595 | ) |
In thousands of dollars | ||||||
Dec. 31, 2015 | Dec. 28, 2014 | |||||
Change in unrecognized tax benefits | ||||||
Balance at beginning of year | $ | 58,886 | $ | 57,324 | ||
Additions based on tax positions related to the current year | 6,095 | 12,426 | ||||
Additions for tax positions of prior years | 853 | 868 | ||||
Reductions for tax positions of prior years | (24,858 | ) | (4,563 | ) | ||
Settlements | — | (129 | ) | |||
Reductions for transfers to Gannett Co., Inc. | (18,804 | ) | — | |||
Reductions due to lapse of statutes of limitations | (2,681 | ) | (7,040 | ) | ||
Balance at end of year | $ | 19,491 | $ | 58,886 |
In thousands of dollars | ||||||
Dec. 31, 2015 | Dec. 28, 2014 | |||||
Unsecured notes bearing fixed rate interest at 10% due June 2015 | $ | — | $ | 66,568 | ||
Unsecured notes bearing fixed rate interest at 6.375% due September 2015 | — | 250,000 | ||||
Unsecured floating rate term loan due quarterly through August 2018 | 83,700 | 123,200 | ||||
VIE unsecured floating rate term loans due quarterly through December 2018 | 1,938 | 33,379 | ||||
Unsecured floating rate term loan due quarterly through June 2020 | 180,000 | — | ||||
Unsecured notes bearing fixed rate interest at 10% due April 2016 | 193,429 | 193,429 | ||||
Unsecured notes bearing fixed rate interest at 7.125% due September 2018 | 70,000 | 250,000 | ||||
Unsecured notes bearing fixed rate interest at 5.125% due October 2019 | 600,000 | 600,000 | ||||
Borrowings under revolving credit agreement expiring June 2020 | 720,000 | 640,000 | ||||
Unsecured notes bearing fixed rate interest at 5.125% due July 2020 | 600,000 | 600,000 | ||||
Unsecured notes bearing fixed rate interest at 4.875% due September 2021 | 350,000 | 350,000 | ||||
Unsecured notes bearing fixed rate interest at 6.375% due October 2023 | 650,000 | 650,000 | ||||
Unsecured notes bearing fixed rate interest at 5.50% due September 2024 | 325,000 | 325,000 | ||||
Unsecured notes bearing fixed rate interest at 7.75% due June 2027 | 200,000 | 200,000 | ||||
Unsecured notes bearing fixed rate interest at 7.25% due September 2027 | 240,000 | 240,000 | ||||
Total principal long-term debt | 4,214,067 | 4,521,576 | ||||
Other (fair market value adjustments and discounts) | (12,605 | ) | (25,694 | ) | ||
Total long-term debt | 4,201,462 | 4,495,882 | ||||
Less current portion of long-term debt maturities of VIE loans | 646 | 7,854 | ||||
Long-term debt, net of current portion | $ | 4,200,816 | $ | 4,488,028 |
In thousands of dollars | |||
2016 (1) | $ | 646 | |
2017 (1) | 646 | ||
2018 (1) | 646 | ||
2019 | 640,000 | ||
2020 (2) | 1,807,129 | ||
Thereafter | 1,765,000 | ||
Total | $ | 4,214,067 |
In thousands of dollars | |||||||||
2015 | 2014 | 2013 | |||||||
(recast) | (recast) | ||||||||
Service cost—benefits earned during the period | $ | 920 | $ | 812 | $ | 1,051 | |||
Interest cost on benefit obligation | 23,800 | 23,558 | 9,760 | ||||||
Expected return on plan assets | (31,464 | ) | (28,697 | ) | (9,754 | ) | |||
Amortization of prior service costs | 673 | 599 | 599 | ||||||
Amortization of actuarial loss | 6,335 | 4,003 | 6,399 | ||||||
Pension expense for company-sponsored retirement plans | 264 | 275 | 8,055 | ||||||
Settlement charge | — | — | 1,356 | ||||||
Total pension cost | $ | 264 | $ | 275 | $ | 9,411 |
In thousands of dollars | ||||||
Dec. 31, 2015 | Dec. 28, 2014 | |||||
(recast) | ||||||
Change in benefit obligations | ||||||
Benefit obligations at beginning of year | $ | 566,224 | $ | 502,068 | ||
Service cost | 920 | 812 | ||||
Interest cost | 23,800 | 23,558 | ||||
Actuarial loss (gain) | (12,514 | ) | 67,596 | |||
Gross benefits paid | (34,401 | ) | (27,810 | ) | ||
Transfers | 42,595 | — | ||||
Benefit obligations at end of year | $ | 586,624 | $ | 566,224 | ||
Change in plan assets | ||||||
Fair value of plan assets at beginning of year | $ | 387,626 | $ | 360,374 | ||
Actual return on plan assets | (725 | ) | 25,571 | |||
Employer contributions | 12,008 | 29,491 | ||||
Gross benefits paid | (34,401 | ) | (27,810 | ) | ||
Transfers | 35,685 | — | ||||
Fair value of plan assets at end of year | $ | 400,193 | $ | 387,626 | ||
Funded status at end of year | $ | (186,431 | ) | $ | (178,598 | ) |
Amounts recognized in Consolidated Balance Sheets | ||||||
Accrued benefit cost—current | $ | (7,587 | ) | $ | (6,923 | ) |
Accrued benefit cost—noncurrent | $ | (178,844 | ) | $ | (171,675 | ) |
In thousands of dollars | |||||||||
Fair Value of Plan Assets | Benefit Obligation | Funded Status | |||||||
GRP | $ | 155,103 | $ | 197,219 | $ | (42,116 | ) | ||
SERP (a) | — | 87,679 | (87,679 | ) | |||||
Dealey | 245,090 | 301,060 | (55,970 | ) | |||||
All other | — | 666 | (666 | ) | |||||
Total | $ | 400,193 | $ | 586,624 | $ | (186,431 | ) |
In thousands of dollars | ||||||
Dec. 31, 2015 | Dec. 28, 2014 | |||||
(recast) | ||||||
Accumulated benefit obligation | $ | 576,333 | $ | 558,824 | ||
Fair value of plan assets | $ | 400,193 | $ | 387,626 |
In thousands of dollars | ||||||
Dec. 31, 2015 | Dec. 28, 2014 | |||||
(recast) | ||||||
Projected benefit obligation | $ | 586,624 | $ | 566,224 | ||
Fair value of plan assets | $ | 400,193 | $ | 387,626 |
In thousands of dollars | ||||||
Dec. 31, 2015 | Dec. 28, 2014 | |||||
(recast) | ||||||
Net actuarial losses | $ | (184,808 | ) | $ | (148,210 | ) |
Prior service cost | (3,367 | ) | (3,126 | ) | ||
Amounts in accumulated other comprehensive income (loss) | $ | (188,175 | ) | $ | (151,336 | ) |
In thousands of dollars | |||
2015 | |||
Current year actuarial loss | $ | (43,821 | ) |
Amortization of previously deferred actuarial loss | 6,335 | ||
Amortization of previously deferred prior service costs | 673 | ||
Total | $ | (36,813 | ) |
2015 | 2014 | 2013 | |
(recast) | (recast) | ||
Discount rate | 4.19% | 4.84% | 3.89% |
Expected return on plan assets | 8.00% | 8.00% | 8.25% |
Rate of compensation increase | 3.00% | 3.00% | 3.00% |
Dec. 31, 2015 | Dec. 28, 2014 | |
(recast) | ||
Discount rate | 4.46% | 4.12% |
Rate of compensation increase | 3.00% | 3.00% |
Target Allocation | Allocation of Plan Assets | |||||
2016 | 2015 | 2014 | ||||
Equity securities | 60 | % | 58 | % | 65 | % |
Debt securities | 25 | 35 | 20 | |||
Other | 15 | 7 | 15 | |||
Total | 100 | % | 100 | % | 100 | % |
In thousands of dollars | |||
2016 | $ | 36,409 | |
2017 | $ | 42,097 | |
2018 | $ | 39,359 | |
2019 | $ | 40,416 | |
2020 | $ | 40,457 | |
2021-2025 | $ | 198,272 |
• | We play no part in the management of plan investments or any other aspect of plan administration. |
• | Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. |
• | If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. |
• | If we choose to stop participating in some of our multi-employer plans, we may be required to pay those plans an amount based on the unfunded status of the plan, referred to as withdrawal liability. |
Multi-employer Pension Plans | |||||||||||||||
EIN Number/ | Zone Status Dec. 31, | FIP/RP Status Pending/Implemented | Contributions(in thousands) | Surcharge Imposed | Expiration Dates of CBAs | ||||||||||
Pension Plan Name | Plan Number | 2015 | 2014 | 2015 | 2014 | 2013 | |||||||||
AFTRA Retirement Plan (a) | 13-6414972/001 | Green as of Nov. 30, 2014 | Green as of Nov. 30, 2013 | NA | $ | 1,104 | $ | 973 | $ | 988 | NA | 9/11/2015 4/16/2017 1/27/2018 |
Company Owned Assets | ||||||||||||
In thousands of dollars | ||||||||||||
Fair value measurement as of Dec. 31, 2015 | ||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||
Assets: | ||||||||||||
Deferred compensation investments | $ | 77,199 | $ | — | $ | — | $ | 77,199 | ||||
Available for sale investment | 28,090 | — | — | 28,090 | ||||||||
Total Assets | $ | 105,289 | $ | — | $ | — | $ | 105,289 |
In thousands of dollars | ||||||||||||
Fair value measurement as of Dec. 28, 2014 | ||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||
Assets: | ||||||||||||
Deferred compensation investments | $ | 65,950 | $ | — | $ | — | $ | 65,950 | ||||
Total Assets | $ | 65,950 | $ | — | $ | — | $ | 65,950 | ||||
Liabilities: | ||||||||||||
Contingent consideration payable | $ | — | $ | — | $ | 8,936 | $ | 8,936 | ||||
Total Liabilities | $ | — | $ | — | $ | 8,936 | $ | 8,936 |
Pension Plan Assets/Liabilities | ||||||||||||
In thousands of dollars | ||||||||||||
Fair value measurement as of Dec. 31, 2015 | ||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||
Assets: | ||||||||||||
Cash and other | $ | 1,098 | $ | — | $ | — | $ | 1,098 | ||||
Corporate stock | 58,291 | — | — | 58,291 | ||||||||
Corporate bonds | — | 99 | — | 99 | ||||||||
Interest in common/collective trusts: | ||||||||||||
Equities | — | 172,046 | — | 172,046 | ||||||||
Fixed income | — | 135,914 | — | 135,914 | ||||||||
Interest in reg. invest. companies | 6,659 | — | — | 6,659 | ||||||||
Partnership/joint venture interests | 2,432 | 9,364 | 11,796 | |||||||||
Hedge funds | — | — | 14,290 | 14,290 | ||||||||
Total net fair value of plan assets | $ | 66,048 | $ | 310,491 | $ | 23,654 | $ | 400,193 |
In thousands of dollars | ||||||||||||
Fair value measurement as of Dec. 28, 2014(a) | ||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||
Assets: | ||||||||||||
Cash and other | $ | 5,493 | $ | 218 | $ | — | $ | 5,711 | ||||
Corporate stock | 57,875 | — | — | 57,875 | ||||||||
Fixed income: | ||||||||||||
U.S. government-related securities | — | 260 | — | 260 | ||||||||
Mortgage backed securities | — | 260 | 6 | 266 | ||||||||
Other government bonds | — | 296 | — | 296 | ||||||||
Corporate bonds | — | 1,601 | 25 | 1,626 | ||||||||
Interest in common/collective trusts: | ||||||||||||
Equities | — | 196,924 | — | 196,924 | ||||||||
Fixed income | — | 93,400 | — | 93,400 | ||||||||
Interest in reg. invest. companies | 8,199 | — | — | 8,199 | ||||||||
Interest in 103-12 investments | — | 1,583 | — | 1,583 | ||||||||
Partnership/joint venture interests | — | 2,374 | 7,615 | 9,989 | ||||||||
Hedge funds | — | — | 11,589 | 11,589 | ||||||||
Derivative contracts | 8 | 173 | 8 | 189 | ||||||||
Total | $ | 71,575 | $ | 297,089 | $ | 19,243 | $ | 387,907 | ||||
Liabilities: | ||||||||||||
Derivative liabilities | $ | (8 | ) | $ | (142 | ) | $ | (131 | ) | $ | (281 | ) |
Total net fair value of plan assets | $ | 71,567 | $ | 296,947 | $ | 19,112 | $ | 387,626 |
(a) | We use a Dec. 31 measurement date for our retirement plans. |
In thousands, except per share amounts | |||||||||
2015 | 2014 | 2013 | |||||||
Income from continuing operations attributable to TEGNA Inc. | $ | 357,458 | $ | 687,936 | $ | 41,463 | |||
Income from discontinued operations, net of tax | 102,064 | 374,235 | 347,217 | ||||||
Net income attributable to TEGNA Inc. | $ | 459,522 | $ | 1,062,171 | $ | 388,680 | |||
Weighted average number of common shares outstanding - basic | 224,688 | 226,292 | 228,541 | ||||||
Effect of dilutive securities | |||||||||
Restricted stock | 2,236 | 2,624 | 2,839 | ||||||
PSUs | 1,867 | 1,999 | 1,649 | ||||||
Stock options | 930 | 992 | 1,160 | ||||||
Weighted average number of common shares outstanding - diluted | 229,721 | 231,907 | 234,189 | ||||||
Earnings from continuing operations per share - basic | $ | 1.59 | $ | 3.04 | $ | 0.18 | |||
Earnings from discontinued operations per share - basic | 0.45 | 1.65 | 1.52 | ||||||
Earnings per share - basic | $ | 2.04 | $ | 4.69 | $ | 1.70 | |||
Earnings from continuing operations per share - diluted | $ | 1.56 | $ | 2.97 | $ | 0.18 | |||
Earnings from discontinued operations per share - diluted | 0.44 | 1.61 | 1.48 | ||||||
Earnings per share - diluted | $ | 2.00 | $ | 4.58 | $ | 1.66 |
PSUs Granted During | 2015 | 2014 | 2013 |
Expected term | 3 yrs. | 3 yrs. | 3 yrs. |
Expected volatility | 32.00% | 39.32% | 40.80% |
Risk-free interest rate | 1.10% | 0.78% | 0.36% |
Expected dividend yield | 2.51% | 2.70% | 4.44% |
In thousands, except per share amounts | |||||||||
2015 | 2014 | 2013 | |||||||
(recast) | (recast) | ||||||||
Restricted stock and RSUs | $ | 8,438 | $ | 8,604 | $ | 8,065 | |||
PSUs | 10,363 | 7,517 | 7,400 | ||||||
Stock options | 857 | 662 | 1,771 | ||||||
Total stock-based compensation | 19,658 | 16,783 | 17,236 | ||||||
Income tax benefit | 7,643 | 6,243 | 6,477 | ||||||
Stock-based compensation, net of tax | $ | 12,015 | $ | 10,540 | $ | 10,759 | |||
Per diluted share impact | $ | 0.05 | $ | 0.05 | $ | 0.05 |
2015 Restricted Stock and RSU Activity | Shares | Weighted average fair value | |||
Unvested at beginning of year | 3,577,598 | $ | 16.97 | ||
Granted | 491,690 | $ | 31.78 | ||
Settled | (1,485,735 | ) | $ | 14.66 | |
Canceled | (532,524 | ) | $ | 19.28 | |
Adjustment due to spin-off of Publishing (a) | 75,497 | ||||
Unvested at end of year (a) | 2,126,526 | $ | 21.55 |
2014 Restricted Stock and RSU Activity | Shares | Weighted average fair value | |||
Unvested at beginning of year | 4,193,985 | $ | 13.92 | ||
Granted | 1,048,516 | $ | 27.26 | ||
Settled | (1,263,702 | ) | $ | 15.92 | |
Canceled | (401,201 | ) | $ | 16.13 | |
Unvested at end of year | 3,577,598 | $ | 16.97 |
2013 Restricted Stock and RSU Activity | Shares | Weighted average fair value | |||
Unvested at beginning of year | 4,069,509 | $ | 12.98 | ||
Granted | 1,588,628 | $ | 15.80 | ||
Settled | (1,035,256 | ) | $ | 13.95 | |
Canceled | (428,896 | ) | $ | 13.40 | |
Unvested at end of year | 4,193,985 | $ | 13.92 |
2015 PSUs Activity | Target number of shares | Weighted average fair value | |||
Unvested at beginning of year | 2,100,115 | $ | 20.95 | ||
Granted | 285,458 | $ | 39.47 | ||
Settled | (925,640 | ) | $ | 14.23 | |
Canceled | (123,621 | ) | $ | 29.84 | |
Adjustment due to spin-off of Publishing (a) | 49,628 | ||||
Unvested at end of year (a) | 1,385,940 | $ | 29.21 |
2014 PSUs Activity | Target number of shares | Weighted average fair value | |||
Unvested at beginning of year | 1,760,488 | $ | 16.92 | ||
Granted | 436,340 | $ | 37.31 | ||
Canceled | (96,713 | ) | $ | 21.41 | |
Unvested at end of year | 2,100,115 | $ | 20.95 |
2013 PSUs Activity | Target number of shares | Weighted average fair value | |||
Unvested at beginning of year | 982,452 | $ | 14.23 | ||
Granted | 813,783 | $ | 20.12 | ||
Canceled | (35,747 | ) | $ | 15.86 | |
Unvested at end of year | 1,760,488 | $ | 16.92 |
In thousands, except per share amounts | |||||||||
2015 | 2014 | 2013 | |||||||
Per share weighted average grant-date fair value of stock options granted | $ | — | $ | — | $ | 8.20 | |||
Grant-date fair value of all stock options that vested | 962 | 5,958 | 8,642 | ||||||
Intrinsic value of all stock options exercised | 11,378 | 15,003 | 16,675 |
In thousands of dollars | ||||||||||||
2015 | Retirement Plans | Foreign Currency Translation | Other | Total | ||||||||
Balance at beginning of year | $ | (1,172,245 | ) | $ | 391,113 | $ | 2,363 | $ | (778,769 | ) | ||
Other comprehensive income before reclassifications | 23,094 | (1,966 | ) | 3,311 | 24,439 | |||||||
Spin-off publishing businesses | 1,012,745 | (409,276 | ) | — | 603,469 | |||||||
Amounts reclassified from AOCL | 19,910 | — | — | 19,910 | ||||||||
Balance at end of year | $ | (116,496 | ) | $ | (20,129 | ) | $ | 5,674 | $ | (130,951 | ) |
In thousands of dollars | ||||||||||||
2014 | Retirement Plans | Foreign Currency Translation | Other | Total | ||||||||
Balance at beginning of year | $ | (923,595 | ) | $ | 427,177 | $ | 2,363 | $ | (494,055 | ) | ||
Other comprehensive income (loss) | (276,219 | ) | (36,064 | ) | — | (312,283 | ) | |||||
Amounts reclassified from AOCL | 27,569 | — | — | 27,569 | ||||||||
Balance at end of year | $ | (1,172,245 | ) | $ | 391,113 | $ | 2,363 | $ | (778,769 | ) |
In thousands of dollars | ||||||||||||
2013 | Retirement Plans | Foreign Currency Translation | Other | Total | ||||||||
Balance at beginning of year | $ | (1,119,263 | ) | $ | 418,122 | $ | — | $ | (701,141 | ) | ||
Other comprehensive income (loss) | 154,611 | 9,055 | 2,363 | 166,029 | ||||||||
Amounts reclassified from AOCL | 41,057 | — | — | 41,057 | ||||||||
Balance at end of year | $ | (923,595 | ) | $ | 427,177 | $ | 2,363 | $ | (494,055 | ) |
In thousands of dollars | ||||||
2015 | 2014 | |||||
Amortization of prior service cost (credit) | $ | 1,176 | $ | (4,082 | ) | |
Amortization of actuarial loss | 31,357 | 46,489 | ||||
Total reclassifications, before tax | 32,533 | 42,407 | ||||
Income tax effect | (12,623 | ) | (14,838 | ) | ||
Total reclassifications, net of tax | $ | 19,910 | $ | 27,569 |
Business segment financial information In thousands of dollars | |||||||||
2015 | 2014 | 2013 | |||||||
(recast) | (recast) | ||||||||
Operating revenues | |||||||||
Media | $ | 1,682,144 | $ | 1,691,866 | $ | 835,113 | |||
Digital | 1,368,801 | 934,275 | 768,010 | ||||||
Total | $ | 3,050,945 | $ | 2,626,141 | $ | 1,603,123 | |||
Operating income | |||||||||
Media (2) | $ | 714,237 | $ | 747,020 | $ | 361,915 | |||
Digital (2) | 229,386 | 119,908 | 107,413 | ||||||
Corporate (1) (2) | (68,418 | ) | (71,256 | ) | (64,633 | ) | |||
Net gain on sale of corporate building | 89,892 | — | — | ||||||
Unallocated (4) | (51,939 | ) | (88,173 | ) | (93,835 | ) | |||
Total | $ | 913,158 | $ | 707,499 | $ | 310,860 | |||
Depreciation, amortization and facility consolidation and asset impairment charges | |||||||||
Media (2) | $ | 81,665 | $ | 94,129 | $ | 29,625 | |||
Digital (2) | 146,907 | 91,967 | 57,654 | ||||||
Corporate (1) (2) | (82,342 | ) | 10,702 | 10,283 | |||||
Total | $ | 146,230 | $ | 196,798 | $ | 97,562 | |||
Equity (losses) income in unconsolidated investees, net | |||||||||
Media | $ | (2,794 | ) | $ | (1,667 | ) | $ | (94 | ) |
Digital | (2,151 | ) | 154,370 | 23,343 | |||||
Corporate | (119 | ) | (1,241 | ) | (2,194 | ) | |||
Total | $ | (5,064 | ) | $ | 151,462 | $ | 21,055 | ||
Capital expenditures | |||||||||
Media | $ | 52,141 | $ | 42,147 | $ | 18,394 | |||
Digital | 44,903 | 38,549 | 29,666 | ||||||
Corporate (1) | 790 | 1,556 | 1,733 | ||||||
Total | $ | 97,834 | $ | 82,252 | $ | 49,793 | |||
Identifiable assets | |||||||||
Media | $ | 4,799,375 | $ | 4,773,481 | |||||
Digital | 3,529,124 | 3,646,876 | |||||||
Corporate (1) | 201,994 | 410,892 | |||||||
Total (3) | $ | 8,530,493 | $ | 8,831,249 |
(1) | Corporate amounts represent those not directly related to our two business segments. |
(2) | Operating income for Media and Digital Segments includes pre-tax facility consolidation and net asset (gains) impairment charges for each year presented. See Note 11. |
(3) | Total of business segment identifiable assets exclude assets recorded in discontinued operations on the consolidated balance sheets of $7 million at Dec. 31, 2015 and $2.4 billion at Dec 28, 2014. |
(4) | Unallocated expenses represent certain expenses that historically were allocated to the former Publishing Segment but that could not be allocated to discontinued operations as they were not clearly and specifically identifiable to the spun-off businesses. |
2015 | Pre-Tax Amount | ||||
Facility consolidation and net asset (gains) impairment charges: | |||||
Goodwill - Digital | $ | 8,000 | |||
Other intangibles - Digital | 900 | ||||
Other: | |||||
Media | 8,078 | ||||
Digital | 13,095 | ||||
Corporate | 962 | ||||
Gain on sale of corporate headquarters | (89,892 | ) | |||
Total facility consolidation and net asset (gains) impairment charges against operations | $ | (58,857 | ) |
2014 (recast) | Pre-Tax Amount | ||||
Facility consolidation and net asset (gains) impairment charges: | |||||
Goodwill - Digital | $ | 30,271 | |||
Other intangibles - Digital | 971 | ||||
Other - Media | 13,719 | ||||
Total facility consolidation and net asset (gains) impairment charges against operations | $ | 44,961 |
2013 (recast) | Pre-Tax Amount | ||||
Facility consolidation and net asset (gains) impairment charges: | |||||
Goodwill - Digital | $ | 20,044 | |||
Other intangibles - Digital | 1,652 | ||||
Other - Media | 1,033 | ||||
Total facility consolidation and net asset (gains) impairment charges against operations | $ | 22,729 |
In thousands of dollars | |||||||||
Operating Leases | Program Broadcast Contracts | Purchase Obligations | |||||||
2016 | $ | 40,655 | $ | 148,894 | $ | 64,376 | |||
2017 | 36,673 | 202,329 | 38,943 | ||||||
2018 | 26,613 | 216,399 | 28,297 | ||||||
2019 | 21,789 | 130,793 | 20,584 | ||||||
2020 | 14,475 | 181 | 9,543 | ||||||
Thereafter | 64,019 | 135 | 14,063 | ||||||
Total | $ | 204,224 | $ | 698,731 | $ | 175,806 |
In thousands | |||||||||
Publishing | Other | Total | |||||||
ASSETS | |||||||||
Current assets | |||||||||
Cash and cash equivalents | $ | 8,024 | $ | 155 | $ | 8,179 | |||
Trade receivables, net of allowances | 357,523 | 20,895 | 378,418 | ||||||
Other receivables | 16,422 | 1,300 | 17,722 | ||||||
Inventories | 38,861 | — | 38,861 | ||||||
Prepaid expenses and other current assets | 27,883 | 1,034 | 28,917 | ||||||
Assets held for sale | 18,434 | — | 18,434 | ||||||
Total current assets | 467,147 | 23,384 | 490,531 | ||||||
Property and equipment | |||||||||
Cost | 2,590,159 | 18,518 | 2,608,677 | ||||||
Less accumulated depreciation | (1,655,676 | ) | (10,526 | ) | (1,666,202 | ) | |||
Net property and equipment | 934,483 | 7,992 | 942,475 | ||||||
Intangible and other assets | |||||||||
Goodwill | 544,345 | 47,100 | 591,445 | ||||||
Indefinite-lived and amortizable intangible assets less accumulated amortization | 50,115 | 11,900 | 62,015 | ||||||
Deferred income taxes | 261,321 | — | 261,321 | ||||||
Investments and other assets | 63,125 | 34 | 63,159 | ||||||
Total intangible and other assets | 918,906 | 59,034 | 977,940 | ||||||
Total noncurrent assets | 1,853,389 | 67,026 | 1,920,415 | ||||||
Total assets | $ | 2,320,536 | $ | 90,410 | $ | 2,410,946 | |||
LIABILITIES AND EQUITY | |||||||||
Current liabilities | |||||||||
Accounts payable | $ | 125,888 | $ | 6,996 | $ | 132,884 | |||
Compensation | 77,606 | 4,193 | 81,799 | ||||||
Taxes | 26,195 | 679 | 26,874 | ||||||
Other | 89,096 | 3,760 | 92,856 | ||||||
Deferred income | 77,123 | 13,203 | 90,326 | ||||||
Total current liabilities | 395,908 | 28,831 | 424,739 | ||||||
Postretirement medical and life insurance liabilities | 93,474 | — | 93,474 | ||||||
Pension liabilities | 770,040 | — | 770,040 | ||||||
Other noncurrent liabilities | 161,899 | — | 161,899 | ||||||
Total noncurrent liabilities | 1,025,413 | — | 1,025,413 | ||||||
Total liabilities | $ | 1,421,321 | $ | 28,831 | $ | 1,450,152 |
In thousands | Year ended Dec. 31, 2015 | ||||||||
Publishing | Other | Total | |||||||
Operating revenues | $ | 1,400,006 | $ | 191,025 | $ | 1,591,031 | |||
Income (loss) from discontinued operations, before income taxes | 169,220 | (36,068 | ) | 133,152 | |||||
Provision for income taxes | 43,735 | (12,647 | ) | 31,088 | |||||
Income (loss) from discontinued operations, net of tax | 125,485 | (23,421 | ) | 102,064 |
In thousands | Year ended Dec. 28, 2014 | ||||||||
Publishing | Other | Total | |||||||
Operating revenues | $ | 3,133,861 | $ | 248,172 | $ | 3,382,033 | |||
Income (loss) from discontinued operations, before income taxes | 372,549 | (7,186 | ) | 365,363 | |||||
Provision for income taxes | (11,817 | ) | 2,946 | (8,871 | ) | ||||
Income (loss) from discontinued operations, net of tax | 384,366 | (10,132 | ) | 374,234 |
In thousands | Year ended Dec. 29, 2013 | ||||||||
Publishing | Other | Total | |||||||
Operating revenues | $ | 3,299,793 | $ | 258,446 | $ | 3,558,239 | |||
Income from discontinued operations, before income taxes | 441,286 | 6,009 | 447,295 | ||||||
Provision for income taxes | 97,246 | 2,832 | 100,078 | ||||||
Income from discontinued operations, net of tax | 344,040 | 3,177 | 347,217 |
In thousands | Year ended Dec. 31, 2015 | ||||||||
Publishing | Other | Total | |||||||
Depreciation | $ | 49,542 | $ | 725 | $ | 50,267 | |||
Amortization | 7,008 | — | 7,008 | ||||||
Capital expenditures | (20,252 | ) | (681 | ) | (20,933 | ) | |||
Payments for acquisitions, net of cash acquired | (28,668 | ) | — | (28,668 | ) | ||||
Payments for investments | (2,000 | ) | — | (2,000 | ) | ||||
Proceeds from investments | 12,402 | — | 12,402 |
In thousands | Year ended Dec. 28, 2014 | ||||||||
Publishing | Other | Total | |||||||
Depreciation | $ | 99,029 | $ | 973 | $ | 100,002 | |||
Amortization | 13,885 | — | 13,885 | ||||||
Capital expenditures | (79,168 | ) | (454 | ) | (79,622 | ) | |||
Payments for acquisitions, net of cash acquired | (113 | ) | — | (113 | ) | ||||
Payments for investments | (2,500 | ) | — | (2,500 | ) | ||||
Proceeds from investments | 18,629 | — | 18,629 |
In thousands | Year ended Dec. 29, 2013 | ||||||||
Publishing | Other | Total | |||||||
Depreciation | $ | 98,197 | $ | 879 | $ | 99,076 | |||
Amortization | 14,119 | 1,544 | 15,663 | ||||||
Capital expenditures | (59,785 | ) | (829 | ) | (60,614 | ) | |||
Payments for acquisitions, net of cash acquired | (922 | ) | — | (922 | ) | ||||
Proceeds from investments | 26,806 | — | 26,806 |
In thousands of dollars, except per share amounts | Fiscal Year (1) | ||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | |||||||||||
(recast) | (recast) | (recast) | (recast) | ||||||||||||
Operating revenue | $ | 3,050,945 | $ | 2,626,141 | $ | 1,603,123 | $ | 1,631,987 | $ | 1,409,098 | |||||
Operating expenses | 2,137,787 | 1,918,642 | 1,292,263 | 1,284,352 | 1,137,756 | ||||||||||
Operating income | 913,158 | 707,499 | 310,860 | 347,635 | 271,342 | ||||||||||
Non-operating (expense) income | |||||||||||||||
Equity income (loss) in unconsolidated investees, net | (5,064 | ) | 151,462 | 21,055 | 11,001 | 6,746 | |||||||||
Interest expense | (273,629 | ) | (272,668 | ) | (174,818 | ) | (148,974 | ) | (171,239 | ) | |||||
Other non-operating items (2) | (11,529 | ) | 404,403 | (45,279 | ) | 8,086 | (17,678 | ) | |||||||
Total | (290,222 | ) | 283,197 | (199,042 | ) | (129,887 | ) | (182,171 | ) | ||||||
Income before income taxes | 622,936 | 990,696 | 111,818 | 217,748 | 89,171 | ||||||||||
Provision for income taxes | 202,314 | 234,471 | 13,122 | 91,933 | 14,029 | ||||||||||
Income from continuing operations | 420,622 | 756,225 | 98,696 | 125,815 | 75,142 | ||||||||||
Income from continuing operations attributable to noncontrolling interests | (63,164 | ) | (68,289 | ) | (57,233 | ) | (50,727 | ) | (41,379 | ) | |||||
Income from continuing operations attributable to TEGNA Inc. | $ | 357,458 | $ | 687,936 | $ | 41,463 | $ | 75,088 | $ | 33,763 | |||||
Income from continuing operations per share: | |||||||||||||||
basic | $ | 1.59 | $ | 3.04 | $ | 0.18 | $ | 0.32 | $ | 0.14 | |||||
diluted | $ | 1.56 | $ | 2.97 | $ | 0.18 | $ | 0.32 | $ | 0.14 | |||||
Other selected financial data | |||||||||||||||
Dividends declared per share | $ | 0.68 | $ | 0.80 | $ | 0.80 | $ | 0.80 | $ | 0.24 | |||||
Non-GAAP income from continuing operations per diluted share (3) | $ | 1.44 | $ | 1.22 | $ | 0.34 | $ | 0.71 | $ | 0.20 | |||||
Weighted average number of common shares outstanding in thousands: | |||||||||||||||
basic | 224,688 | 226,292 | 228,541 | 232,327 | 239,228 | ||||||||||
diluted | 229,721 | 231,907 | 234,189 | 236,690 | 242,768 | ||||||||||
Financial position and cash flow | |||||||||||||||
Long-term debt, excluding current maturities (4) | $ | 4,200,816 | $ | 4,488,028 | $ | 3,707,010 | $ | 1,432,100 | $ | 1,760,363 | |||||
Shareholders’ equity | $ | 2,191,971 | $ | 3,254,914 | $ | 2,693,098 | $ | 2,350,614 | $ | 2,327,891 | |||||
Total assets | $ | 8,537,758 | $ | 11,242,195 | $ | 9,240,706 | $ | 6,379,886 | $ | 6,616,450 | |||||
Free cash flow (5) | $ | 557,139 | $ | 670,845 | $ | 410,463 | $ | 664,866 | $ | 741,685 | |||||
Return on equity (6) | 16.9 | % | 35.7 | % | 15.4 | % | 18.1 | % | 20.4 | % | |||||
Credit ratios | |||||||||||||||
Leverage ratio (7) | 4.08x | 2.96x | 3.24x | 1.41x | 1.67x |
(1) | Beginning with our 2015 fiscal year, we changed to a calendar year-end reporting cycle. All fiscal years prior to 2015 included 52 weeks, except for 2012 which included 53 weeks. |
(2) | Our income from other non-operating items in 2014 included a $476.7 million pre-tax non-cash gain ($285.9 million after-tax) on the acquisition of Cars.com. See Note 2 of the consolidated financial statements for further information. |
(3) | See page 22 for a reconciliation of income from continuing operations per share presented in accordance with GAAP. |
(4) | The increase in our long-term debt in 2014 and 2013 was primarily due to additional borrowings to fund the acquisitions of Cars.com and Belo in 2014 and 2013, respectively. See Note 2 of the consolidated financial statements for further information. |
(5) | See page 65 for a reconciliation of free cash flow to net cash flow from operating activities, which we believe is the most directly comparable measure calculated and presented in accordance with GAAP. |
(6) | Calculated using income from continuing operations attributable to TEGNA Inc. plus earnings from discontinued operations. |
(7) | The leverage ratio is calculated in accordance with our revolving credit agreement and term loan agreement. Currently, we are required to maintain a leverage ratio of less than 5.0x. These agreements are described more fully on page 25 in Management’s Discussion and Analysis of Financial Condition and Results of Operations. More information regarding the computation can be found in Exhibit 10.1 to the Form 10-Q for the quarterly period ended June 28, 2015, filed on Aug. 5, 2015. |
Acquisitions 2015-2011 | |||
Year | Name | Location | Description of Business |
2015 | Textkernel | Amsterdam | Software company providing semantic recruitment technology |
KGW, WHAS and KMSB | Portland, OR, Louisville, KY and Tucson, AZ | Television stations | |
2014 | Broadbean | London, United Kingdom | Global recruitment technology company |
London Broadcasting Company | Abilene, Beaumont, Bryan, Corpus Christi, Longview, Port Arthur, San Angelo, Sweetwater, Temple, Tyler, Waco all in Texas | Television stations | |
Classified Ventures LLC (d/b/a Cars.com) | Chicago, IL | Independent search site for car shoppers | |
SocialReferral B.V. | Netherlands | Software to power employee referral programs utilizing social media | |
2013 | Vietnam Online Network | Vietnam | Recruitment services and human resource solutions for employers |
Oil and Gas Job Search | Manchester, England | Online recruitment catering to the oil and gas industry | |
Belo Corp. | Arizona, Idaho, Kentucky, Louisiana, Missouri, North Carolina, Oregon, Texas, Virginia, Washington | Owner and operator of 20 television stations in 15 markets across the U.S. | |
2012 | Ceviu | Brazil | Information technology job board |
Top Language Jobs | Europe | Global online jobsite for multi-language jobs and candidates | |
BLiNQ Media, LLC | New York City, NY | Social engagement advertising solutions for agencies and brands | |
Mobestream Media | Dallas, TX | Developer of the Key Ring consumer rewards mobile platform | |
Economic Modeling Specialist Intl. | Moscow, ID | Economic software firm specializing in employment data/analysis | |
Rovion | Boston, MA | Self-service technology platform for rich media | |
2011 | JobsCentral | Singapore | Job search, employment and career web site |
JobScout24 | Germany | Job search, employment and career web site |
Dispositions 2015-2011 | |||
Year | Name | Location | Description of Business |
2015 | Gannett Healthcare Group | Hoffman Estates, IL | Provides continuing education, certification test preparation, online recruitment, digital media, publications and related services for nurses and other healthcare professionals |
Gannett Co., Inc. | McLean, VA | Multi-platform news and information company | |
Clipper Magazine | Mountville, PA | Advertising and marketing solutions provider | |
Mobestream Media | Dallas, TX | Developer of the Key Ring consumer rewards mobile platform | |
PointRoll | King of Prussia, PA | Multi-screen digital ad tech and services company | |
2014 | KMOV | St. Louis, MO | Television station |
KTVK/KASW | Phoenix, AZ | Television stations | |
2013 | Captivate Network, Inc. | Chelmsford, MA | News and entertainment network |
In thousands of dollars | 2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||
Net cash flow from operating activities | $ | 613,106 | $ | 821,199 | $ | 511,488 | $ | 756,740 | $ | 814,136 | |||||
Purchase of property and equipment | (118,767 | ) | (150,354 | ) | (110,407 | ) | (91,874 | ) | (72,451 | ) | |||||
Voluntary pension employer contributions | 100,000 | — | 15,507 | — | — | ||||||||||
Tax benefit for voluntary pension employer contributions | (37,200 | ) | — | (6,125 | ) | — | — | ||||||||
Free cash flow | $ | 557,139 | $ | 670,845 | $ | 410,463 | $ | 664,866 | $ | 741,685 |
QUARTERLY STATEMENTS OF INCOME (Unaudited) | |||||||||||||||||||
In thousands of dollars, except per share amounts | 2015 Quarters(1) | ||||||||||||||||||
First(2) | Second(3) | Third | Fourth(4) | Total | |||||||||||||||
Operating revenues | $ | 731,491 | $ | 756,672 | $ | 757,518 | $ | 805,264 | $ | 3,050,945 | |||||||||
Operating income | 182,472 | 185,689 | 218,102 | 326,895 | 913,158 | ||||||||||||||
Net income from continuing operations | 84,002 | 54,156 | 111,059 | 171,405 | 420,622 | ||||||||||||||
Net income from discontinued operations | 43,481 | 77,337 | (5,317 | ) | (13,437 | ) | 102,064 | ||||||||||||
Noncontrolling interest | (14,590 | ) | (15,624 | ) | (17,487 | ) | (15,463 | ) | (63,164 | ) | |||||||||
Net income | 112,893 | 115,869 | 88,255 | 142,505 | 459,522 | ||||||||||||||
Net income per share—basic | $ | 0.50 | $ | 0.51 | $ | 0.39 | $ | 0.65 | $ | 2.04 | |||||||||
Net income per share—diluted | $ | 0.49 | $ | 0.50 | $ | 0.38 | $ | 0.63 | $ | 2.00 |
2014 Quarters | |||||||||||||||||||
First(5) | Second | Third | Fourth(6) | Total | |||||||||||||||
Operating revenues | $ | 566,043 | $ | 596,982 | $ | 621,070 | $ | 842,046 | $ | 2,626,141 | |||||||||
Operating income | 136,655 | 160,728 | 182,776 | 227,340 | 707,499 | ||||||||||||||
Net income from continuing operations | 19,168 | 163,326 | 71,362 | 502,369 | 756,225 | ||||||||||||||
Net income from discontinued operations | 50,422 | 62,585 | 68,630 | 192,598 | 374,235 | ||||||||||||||
Noncontrolling interest | (10,431 | ) | (17,444 | ) | (21,476 | ) | (18,938 | ) | (68,289 | ) | |||||||||
Net income | 59,159 | 208,467 | 118,516 | 676,029 | 1,062,171 | ||||||||||||||
Net income per share—basic | $ | 0.26 | $ | 0.92 | $ | 0.52 | $ | 2.99 | $ | 4.69 | |||||||||
Net income per share—diluted | $ | 0.25 | $ | 0.90 | $ | 0.51 | $ | 2.92 | $ | 4.58 |
(1) | Beginning with our 2015 fiscal year, we changed our financial reporting cycle to a calendar year-end reporting cycle and an end-of-month quarterly reporting cycle. Accordingly, effective starting in the fourth quarter of 2015, our 2015 fourth quarter included the period from September 28, 2015 through December 31, 2015. |
(2) | Results for the first quarter of 2015 include special items affecting operating income. Special items primarily related to transformation costs and accelerated depreciation on certain assets, totaled $5.9 million ($3.7 million after-tax or $0.02 per share) which was offset by a $12.7 million gain ($7.9 million after tax or $0.03 per share) from the sale of a building. |
(3) | Results for the second quarter of 2015 include special items affecting operating income. Special items primarily related to non-cash impairments on certain intangibles totaled $13.7 million ($8.6 million after-tax or $0.04 per share). Refer to Notes 3 and 11 of our Consolidated Financial Statements for more information on impairment of intangible assets. |
(4) | Results for the fourth quarter of 2015 include special items affecting operating income. Special items consisting primarily of non-cash asset impairments and workforce restructuring totaled $19.0 million ($14.2 million after-tax or $0.06 per share) which was offset by an $89.9 million gain ($54.9 million after-tax or $0.24 per share) from the sale of our corporate office building. |
(5) | Results for the first quarter of 2014 include special items affecting operating income. Special items consisting primarily of integration costs totaled $9.8 million ($6.1 million after-tax or $0.03 per share). |
(6) | Results for the fourth quarter of 2014 include special items affecting operating income. Special items, consisting primarily of non-cash goodwill impairments within the Digital Segment, totaled $39.8 million ($34.2 million after tax or $0.15 per share). Refer to Notes 3 and 11 of our Consolidated Financial Statements for more information on goodwill impairment charges. Special tax items include a tax benefit of $129.1 million ($0.56 per share) related to the sale of a non-strategic subsidiary at a loss. |
(a) | Financial Statements, Financial Statement Schedules and Exhibits. |
Dated: February 29, 2016 | TEGNA Inc. (Registrant) | ||
By: | /s/ Victoria D. Harker | ||
Victoria D. Harker, | |||
Executive Vice President and Chief Financial Officer | |||
(principal financial officer) |
Dated: February 29, 2016 | /s/ Gracia C. Martore | |
Gracia C. Martore, | ||
President and Chief Executive | ||
Officer (principal executive officer) | ||
Dated: February 29, 2016 | /s/ Victoria D. Harker | |
Victoria D. Harker, | ||
Executive Vice President and Chief Financial Officer | ||
(principal financial officer) | ||
Dated: February 29, 2016 | /s/ Clifton A. McClelland III | |
Clifton A. McClelland III | ||
Vice President and Controller | ||
(principal accounting officer) |
Dated: February 29, 2016 | /s/ Howard D. Elias |
Howard D. Elias, Director | |
Dated: February 29, 2016 | /s/ Lidia Fonseca |
Lidia Fonseca, Director | |
Dated: February 29, 2016 | /s/ Jill Greenthal |
Jill Greenthal, Director | |
Dated: February 29, 2016 | /s/ Marjorie Magner |
Marjorie Magner, | |
Director, Chairman | |
Dated: February 29, 2016 | /s/ Gracia C. Martore |
Gracia C. Martore, Director | |
Dated: February 29, 2016 | /s/ Scott K. McCune |
Scott K. McCune, Director | |
Dated: February 29, 2016 | /s/ Henry W. McGee |
Henry W. McGee, Director | |
Dated: February 29, 2016 | /s/ Susan Ness |
Susan Ness, Director | |
Dated: February 29, 2016 | /s/ Bruce P. Nolop |
Bruce P. Nolop, Director | |
Dated: February 29, 2016 | /s/ Neal Shapiro |
Neal Shapiro, Director |
Exhibit Number | Exhibit | Location | ||
3-1 | Third Restated Certificate of Incorporation of TEGNA Inc. | Incorporated by reference to Exhibit 3-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended April 1, 2007. | ||
3-1-1 | Amendment to Third Restated Certificate of Incorporation of TEGNA Inc. | Incorporated by reference to Exhibit 3-1 to TEGNA Inc.’s Form 8-K filed on May 1, 2015. | ||
3-1-2 | Amendment to Third Restated Certificate of Incorporation of TEGNA Inc. | Incorporated by reference to Exhibit 3-1 to TEGNA Inc.’s Form 8-K filed on July 2, 2015. | ||
3-2 | By-laws, as amended through December 8, 2015. | Incorporated by reference to Exhibit 3-2 to TEGNA Inc.’s Form 8-K filed on December 11, 2015. | ||
4-1 | Indenture dated as of March 1, 1983, between TEGNA Inc. and Citibank, N.A., as Trustee. | Incorporated by reference to Exhibit 4-2 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 29, 1985. | ||
4-2 | First Supplemental Indenture dated as of November 5, 1986, among TEGNA Inc., Citibank, N.A., as Trustee, and Sovran Bank, N.A., as Successor Trustee. | Incorporated by reference to Exhibit 4 to TEGNA Inc.’s Form 8-K filed on November 9, 1986. | ||
4-3 | Second Supplemental Indenture dated as of June 1, 1995, among TEGNA Inc., NationsBank, N.A., as Trustee, and Crestar Bank, as Trustee. | Incorporated by reference to Exhibit 4 to TEGNA Inc.’s Form 8-K filed on June 15, 1995. | ||
4-4 | Third Supplemental Indenture, dated as of March 14, 2002, between TEGNA Inc. and Wells Fargo Bank Minnesota, N.A., as Trustee. | Incorporated by reference to Exhibit 4-16 to TEGNA Inc.’s Form 8-K filed on March 14, 2002. | ||
4-5 | Fourth Supplemental Indenture, dated as of June 16, 2005, between TEGNA Inc. and Wells Fargo Bank Minnesota, N.A., as Trustee. | Incorporated by reference to Exhibit 4-5 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 26, 2005. | ||
4-6 | Fifth Supplemental Indenture, dated as of May 26, 2006, between TEGNA Inc. and Wells Fargo Bank, N.A., as Trustee. | Incorporated by reference to Exhibit 4-5 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 25, 2006. | ||
4-7 | Sixth Supplemental Indenture, dated as of June 29, 2007, between TEGNA Inc. and Wells Fargo Bank, N.A., as Successor Trustee. | Incorporated by reference to Exhibit 4-5 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended July 1, 2007. | ||
4-8 | Eleventh Supplemental Indenture, dated as of October 3, 2013, between TEGNA Inc. and U.S. Bank National Association as Trustee. | Incorporated by reference to Exhibit 4-8 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 29, 2013. | ||
4-9 | Specimen Certificate for TEGNA Inc.’s common stock, par value $1.00 per share. | Incorporated by reference to Exhibit 2 to TEGNA Inc.’s Form 8-B filed on June 14, 1972. | ||
10-1 | Supplemental Executive Medical Plan Amended and Restated as of January 1, 2011.* | Incorporated by reference to Exhibit 10-2 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 26, 2010. | ||
10-1-1 | Amendment No. 1 to the Supplemental Executive Medical Plan Amended and Restated as of January 1, 2012.* | Incorporated by reference to Exhibit 10-1-1 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 30, 2012. | ||
10-1-2 | Amendment No. 2 to the TEGNA Inc. Supplemental Executive Medical Plan dated as of June 26, 2015.* | Incorporated by reference to Exhibit 10-6 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015. | ||
10-2 | Supplemental Executive Medical Plan for Retired Executives dated December 22, 2010 and effective January 1, 2011.* | Incorporated by reference to Exhibit 10-2-1 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 26, 2010. | ||
10-2-1 | Amendment No. 1 to the TEGNA Inc. Supplemental Executive Medical Plan for Retired Executives dated as of June 26, 2015.* | Incorporated by reference to Exhibit 10-7 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015. | ||
10-3 | TEGNA Inc. Supplemental Retirement Plan Restatement.* | Incorporated by reference to Exhibit 10-2 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 30, 2007. | ||
10-3-1 | Amendment No. 1 to the TEGNA Inc. Supplemental Retirement Plan dated July 31, 2008 and effective August 1, 2008.* | Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 28, 2008. | ||
10-3-2 | Amendment No. 2 to the TEGNA Inc. Supplemental Retirement Plan dated December 22, 2010.* | Incorporated by reference to Exhibit 10-3-2 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 26, 2010. | ||
10-3-3 | Amendment No. 3 to the TEGNA Inc. Supplemental Retirement Plan dated as of June 26, 2015. | Incorporated by reference to Exhibit 10-8 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015. | ||
10-4 | TEGNA Inc. Deferred Compensation Plan Restatement dated February 1, 2003 (reflects all amendments through July 25, 2006).* | Incorporated by reference to Exhibit 10-4 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 31, 2006. | ||
10-4-1 | TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals.* | Incorporated by reference to Exhibit 10-3 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended July 1, 2007. | ||
10-4-2 | Amendment No. 1 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated July 31, 2008 and effective August 1, 2008.* | Incorporated by reference to Exhibit 10-2 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 28, 2008. | ||
10-4-3 | Amendment No. 2 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated December 9, 2008.* | Incorporated by reference to Exhibit 10-4-3 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 28, 2008. | ||
10-4-4 | Amendment No. 3 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated October 27, 2009.* | Incorporated by reference to Exhibit 10-4-4 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 27, 2009. | ||
10-4-5 | Amendment No. 4 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated December 22, 2010.* | Incorporated by reference to Exhibit 10-4-5 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 26, 2010. | ||
10-4-6 | Amendment No. 5 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated as of June 26, 2015.* | Incorporated by reference to Exhibit 10-10 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015. | ||
10-4-7 | Amendment No. 6 to the TEGNA Inc. Deferred Compensation Plan Rues for Post-2004 Deferrals dated as of December 8, 2015.* | Attached. | ||
10-5 | Amendment to the TEGNA Inc. Deferred Compensation Plan Restatement Rules for Pre-2005 Deferrals dated as of June 26, 2015.* | Incorporated by reference to Exhibit 10-9 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015. | ||
10-6 | TEGNA Inc. Transitional Compensation Plan Restatement.* | Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 30, 2007. | ||
10-6-1 | Amendment No. 1 to TEGNA Inc. Transitional Compensation Plan Restatement dated as of May 4, 2010.* | Incorporated by reference to Exhibit 10-3 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended March 28, 2010. | ||
10-6-2 | Amendment No. 2 to TEGNA Inc. Transitional Compensation Plan Restatement dated as of December 22, 2010.* | Incorporated by reference to Exhibit 10-5-2 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 26, 2010. | ||
10-6-3 | Amendment No. 3 to TEGNA Inc. Transitional Compensation Plan Restatement dated as of June 26, 2015.* | Incorporated by reference to Exhibit 10-11 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015. | ||
10-6-4 | Notice to Transitional Compensation Plan Restatement Participants.* | Attached. | ||
10-7 | TEGNA Inc. Omnibus Incentive Compensation Plan, as amended and restated as of May 4, 2010.* | Incorporated by reference to Exhibit 10-2 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended March 28, 2010. | ||
10-7-1 | Amendment No. 1 to the TEGNA Inc. 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010).* | Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 8-K filed on February 25, 2015. | ||
10-7-2 | Amendment No. 2 to the TEGNA Inc. 2001 Omnibus Incentive Compensation Plan dated as of June 26, 2015.* | Incorporated by reference to Exhibit 10-12 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015. | ||
10-7-3 | Form of Director Stock Option Award Agreement.* | Incorporated by reference to Exhibit 10-7-3 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 30, 2007. | ||
10-7-4 | Form of Director Restricted Stock Unit Award Agreement.* | Incorporated by reference to Exhibit 10-6-9 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 28, 2014. | ||
10-7-5 | Form of Director Restricted Stock Unit Award Agreement.* | Incorporated by reference to Exhibit 10-20 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 27, 2015. | ||
10-7-6 | Form of Director Restricted Stock Unit Award Agreement.* | Incorporated by reference to Exhibit 10-3-1 to TEGNA Inc.’s Form 8-K filed on December 11, 2015. | ||
10-7-7 | Form of Executive Officer Stock Option Award Agreement.* | Incorporated by reference to Exhibit 10-6-5 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 28, 2008. | ||
10-7-8 | Form of Executive Officer Restricted Stock Unit Award Agreement.* | Incorporated by reference to Exhibit 10-2 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended March 31, 2013. | ||
10-7-9 | Form of Executive Officer Restricted Stock Unit Award Agreement.* | Incorporated by reference to Exhibit 10-6-10 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 28, 2014. | ||
10-7-10 | Form of Executive Officer Restricted Stock Unit Award Agreement.* | Incorporated by reference to Exhibit 10-21 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 27, 2015. | ||
10-7-11 | Form of Executive Officer Restricted Stock Unit Award Agreement.* | Incorporated by reference to Exhibit 10-3-2 to TEGNA Inc.’s Form 8-K filed on December 11, 2015. | ||
10-7-12 | Form of Executive Officer Performance Share Award Agreement.* | Incorporated by reference to Exhibit 10-6-8 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 29, 2013. | ||
10-7-13 | Form of Executive Officer Performance Share Award Agreement. * | Incorporated by reference to Exhibit 10-6-11 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 28, 2014. | ||
10-7-14 | Form of Executive Officer Performance Share Award Agreement.* | Incorporated by reference to Exhibit 10-6-11 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended March 29, 2015. | ||
10-7-15 | Form of Executive Officer Performance Share Award Agreement.* | Incorporated by reference to Exhibit 10-3-3 to TEGNA Inc.’s Form 8-K filed on December 11, 2015. | ||
10-8 | Amendment and Restatement Agreement, dated as of August 5, 2013, to each of (i) the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of March 11, 2002 and effective as of March 18, 2002, as amended and restated as of December 13, 2004 and effective as of January 5, 2005, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by the Third Amendment thereto, dated as of September 28, 2009, as further amended by the Fourth Amendment thereto, dated as of August 25, 2010 and as further amended by the Fifth Amendment and Waiver, dated as of September 30, 2010 (the “2002 Credit Agreement”), among TEGNA Inc., a Delaware corporation (“TEGNA”), the several banks and other financial institutions from time to time parties to the Credit Agreement (the “2002 Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “2002 Administrative Agent”), JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, and Barclays Bank PLC, as documentation agent, (ii) the Competitive Advance and Revolving Credit Agreement, dated as of February 27, 2004 and effective as of March 15, 2004, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by the Third Amendment thereto, dated as of September 28, 2009, as further amended by the Fourth Amendment thereto, dated as of August 25, 2010, and as further amended by the Fifth Amendment and Waiver, dated as of September 30, 2010 (the “2004 Credit Agreement”), among TEGNA, the several banks and other financial institutions from time to time parties to the Credit Agreement (the “2004 Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, and Barclays Bank PLC and SunTrust Bank, as documentation agents and (iii) the Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by the Third Amendment thereto, dated as of September 28, 2009, as further amended by the Fourth Amendment thereto, dated as of August 25, 2010 and as further amended by the Fifth Amendment and Waiver, dated as of September 30, 2010 (the “2005 Credit Agreement” and, together with the 2002 Credit Agreement and the 2004 Credit Agreement, the “Credit Agreements”), among TEGNA, the several banks and other financial institutions from time to time parties to the Credit Agreement (the “2005 Lenders” and, together with the 2002 Lenders and the 2004 Lenders, the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “2005 Administrative Agent” and, together with the 2002 Administrative Agent and the 2004 Administrative Agent, the “Administrative Agent”), JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, and Barclays Bank PLC, as documentation agent, by and between TEGNA, the Guarantors under the Credit Agreements as of the date hereof, the Administrative Agent, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as issuing lenders and the Lenders party thereto. | Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 29, 2013. | ||
10-9 | Master Assignment and Assumption, dated as of August 5, 2013, by and between each of the lenders listed thereon as assignors and/or assignees. | Incorporated by reference to Exhibit 10-2 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 29, 2013. | ||
10-10 | Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, by and among TEGNA Inc., the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A. as syndication agents. | Incorporated by reference to Exhibit 10-3 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 29, 2013. | ||
10-11 | Sixth Amendment, dated as of September 24, 2013, to the Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by the Third Amendment thereto, dated as of September 28, 2009, as further amended by the Fourth Amendment thereto, dated as of August 25, 2010, as further amended by the Fifth Amendment and Waiver, dated as of September 30, 2010, and as further amended and restated pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, by and among TEGNA Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto. | Incorporated by reference to Exhibit 10-4 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 29, 2013. | ||
10-12 | Seventh Amendment, dated as of February 13, 2015, to the Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended and restated as of August 5, 2013 and as further amended by the Sixth Amendment thereto, dated as of September 24, 2013, among TEGNA Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the several banks and other financial institutions from time to time parties. | Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended March 29, 2015. | ||
10-13 | Eighth Amendment, dated as of June 29, 2015, to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended and restated as of August 5, 2013, and as further amended by the Seventh Amendment thereto dated as of February 13, 2015, and the Sixth Amendment thereto dated September 24, 2013, among TEGNA Inc., JPMorgan Chase Bank N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto, as set forth on Exhibit A to the Eight Amendment. | Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015. | ||
10-14 | Increased Facility Activation Notice, dated September 25, 2013, pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, by and among TEGNA Inc., JPMorgan Chase Bank N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto. | Incorporated by reference to Exhibit 10-5 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 29, 2013. | ||
10-14-1 | Increased Facility Activation Notice, dated May 5, 2014, pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, by and among TEGNA Inc., JP Morgan Chase Bank, N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto. | Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 29, 2014. | ||
10-14-2 | Increased Facility Activation Notice, dated as of September 23, 2015, pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, by and among TEGNA Inc., JPMorgan Chase Bank N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto. | Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 27, 2015. | ||
10-15 | Description of TEGNA Inc.’s Non-Employee Director Compensation.* | Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended March 31, 2013. | ||
10-15-1 | Description of TEGNA Inc.’s Non-Employee Director Compensation.* | Incorporated by reference to Exhibit 10-4 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended March 29, 2015. | ||
10-15-2 | Description of TEGNA Inc.’s Non-Employee Director Compensation.* | Incorporated by reference to Exhibit 10-15 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015. | ||
10-16 | Employment Agreement dated February 27, 2007, between TEGNA Inc. and Gracia C. Martore.* | Incorporated by reference to Exhibit 10-15 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 31, 2006. | ||
10-16-1 | Amendment, dated as of August 7, 2007, to Employment Agreement dated February 27, 2007.* | Incorporated by reference to Exhibit 10-5 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended July 1, 2007. | ||
10-16-2 | Amendment, dated as of December 24, 2010, to Employment Agreement dated February 27, 2007.* | Incorporated by reference to Exhibit 10-14-2 to TEGNA Inc.’s Form 10-K for the year ended December 26, 2010. | ||
10-17 | Amendment for Section 409A Plans dated December 31, 2008.* | Incorporated by reference to Exhibit 10-14 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 28, 2008. | ||
10-18 | Executive Life Insurance Plan document dated December 31, 2008.* | Incorporated by reference to Exhibit 10-15 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 28, 2008. | ||
10-18-1 | Amendment No. 1 to the TEGNA Inc. Executive Life Insurance Plan Document dated as of June 26, 2015.* | Incorporated by reference to Exhibit 10-13 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015. | ||
10-19 | Key Executive Life Insurance Plan dated October 29, 2010.* | Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 26, 2010. | ||
10-19-1 | Amendment No. 1 to the TEGNA Inc. Key Executive Life Insurance Plan dated as of June 26, 2015.* | Incorporated by reference to Exhibit 10-14 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 28, 2015. | ||
10-20 | Form of Participation Agreement under Key Executive Life Insurance Plan.* | Incorporated by reference to Exhibit 10-2 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended September 26, 2010. | ||
10-21 | Omnibus Amendment to Terms and Conditions of Restricted Stock Awards dated as of December 31, 2008.* | Incorporated by reference to Exhibit 10-17 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 28, 2008. | ||
10-22 | Omnibus Amendment to Terms and Conditions of Stock Unit Awards dated as of December 31, 2008.* | Incorporated by reference to Exhibit 10-18 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 28, 2008. | ||
10-23 | Omnibus Amendment to Terms and Conditions of Stock Option Awards dated as of December 31, 2008.* | Incorporated by reference to Exhibit 10-19 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 28, 2008. | ||
10-24 | TEGNA Leadership Team Transitional Severance Plan* | Incorporated by reference to Exhibit 10-1 to TEGNA Inc.'s Form 10-Q for the fiscal quarter ended September 28, 2014. | ||
10-25 | TEGNA Inc. 2015 Change in Control Severance Plan.* | Incorporated by reference to Exhibit 10-1 to TEGNA Inc.'s Form 8-K filed on December 11, 2015. | ||
10-26 | TEGNA Inc. Executive Severance Plan.* | Incorporated by reference to Exhibit 10-2 to TEGNA Inc.'s Form 8-K filed on December 11, 2015. | ||
10-27 | Unit Purchase Agreement, dated as of August 5, 2014, by and among TEGNA Inc., Classified Ventures, LLC, the unit holders of Classified Ventures, LLC (the “sellers”), certain subsidiaries of the Sellers, Gannett Satellite Information Network, Inc., and Belo Ventures, Inc. | Incorporated by reference to Exhibit 2-1 to TEGNA Inc.'s Form 8-K filed on August 5, 2014. | ||
10-28 | Letter Agreement dated as of March 1, 2015, by and among the Icahn Group and TEGNA Inc. | Incorporated by reference to Exhibit 99-2 to TEGNA Inc.'s Form 8-K filed on March 2, 2015. | ||
10-29 | Voting and Proxy Agreement, dated as of October 15, 2015, by and among the Icahn Group and TEGNA Inc. | Incorporated by reference to Exhibit 10-1 to TEGNA Inc.'s Form 8-K filed on October 16, 2015. | ||
10-30 | Purchase and Sale Agreement, dated as of June 24, 2015, by and between GTMP Holdings, LLC and Tamares Tysons Corner LLC. | Incorporated by reference to Exhibit 10-3 to TEGNA Inc.'s Form 10-Q for the fiscal quarter ended September 27, 2015. | ||
10-30-1 | First Amendment to Purchase and Sale Agreement, dated as of July 2, 2015, by and between GTMP Holdings, LLC and Tamares Tysons Corner LLC. | Incorporated by reference to Exhibit 10-4 to TEGNA Inc.'s Form 10-Q for the fiscal quarter ended September 27, 2015. | ||
10-30-2 | Second Amendment to Purchase and Sale Agreement, dated as of July 14, 2015, by and between GTMP Holdings, LLC and Tamares Tysons Corner LLC. | Incorporated by reference to Exhibit 10-5 to TEGNA Inc.'s Form 10-Q for the fiscal quarter ended September 27, 2015. | ||
10-31 | Separation and Distribution Agreement, dated as of June 26, 2015, by and between TEGNA Inc. and Gannett Co., Inc., formerly known as Gannett SpinCo., Inc. | Incorporated by reference to Exhibit 2-1 to TEGNA Inc.'s Form 8-K filed on July 2, 2015. | ||
10-32 | Transition Services Agreement dated as of June 26, 2015, by and between TEGNA Inc. and Gannett Co., Inc., formerly known as Gannett SpinCo., Inc. | Incorporated by reference to Exhibit 10-1 to TEGNA Inc.'s Form 8-K filed on July 2, 2015. | ||
10-33 | Tax Matters Agreement, dated as of June 26, 2015, by and between TEGNA Inc. and Gannett Co., Inc., formerly known as Gannett SpinCo., Inc. | Incorporated by reference to Exhibit 10-2 to TEGNA Inc.'s Form 8-K filed on July 2, 2015. | ||
10-34 | Employee Matters Agreement, dated as of June 26, 2015, by and between TEGNA Inc. and Gannett Co., Inc., formerly known as Gannett SpinCo., Inc. | Incorporated by reference to Exhibit 10-3 to TEGNA Inc.'s Form 8-K filed on July 2, 2015. | ||
21 | Subsidiaries of TEGNA Inc. | Attached. | ||
23 | Consent of Independent Registered Public Accounting Firm. | Attached. | ||
31-1 | Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. | Attached. | ||
31-2 | Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. | Attached. | ||
32-1 | Section 1350 Certification. | Attached. | ||
32-2 | Section 1350 Certification. | Attached. | ||
101 | The following financial information from TEGNA Inc. Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL includes: (i) Consolidated Balance Sheets at December 31, 2015 and December 28, 2014, (ii) Consolidated Statements of Income for the 2015, 2014 and 2013 fiscal years, (iii) Consolidated Statements of Comprehensive Income for the 2015, 2014 and 2013 fiscal years, (iv) Consolidated Cash Flow Statements for the 2015, 2014 and 2013 fiscal years; (v) Consolidated Statements of Equity for the 2015, 2014 and 2013 fiscal years; and (vi) the Notes to Consolidated Financial Statements. | Attached. |
* | Asterisks identify management contracts and compensatory plans or arrangements. |
1. | The Plan is amended by adding the following new Section 2.12A after the current Section 2.12: |
2.12A | Deferrals of Restricted Stock or Restricted Stock Units by Directors made on or after December 8, 2015 |
(a) | An election to defer Restricted Stock or Restricted Stock Units must be made in accordance with Section 2.5 of the Plan and Section 409A. The deferral election may be made for all or a portion of the Restricted Stock or Restricted Stock Units that would have otherwise been awarded. |
(b) | An election to defer Restricted Stock or Restricted Stock Units shall constitute a direction by the Director to have the Company, in lieu of currently issuing shares of Restricted Stock or an award of Restricted Stock Units, defer under this Plan an amount equal to the value of the Restricted Stock or Restricted Stock Units, subject to the election as determined at the time of the award. The Restricted Stock or Restricted Stock Units deferred by a Director under this Plan for a Term shall be credited as units of stock to a separate sub-account within the Director’s Deferred Compensation Account. The vesting rules that would have applied to the Restricted Stock or Restricted Stock Unit award that was deferred |
(c) | Restricted Stock or Restricted Stock Units deferred under the Plan shall be deemed invested in the TEGNA stock fund during the entire deferral period and the Director shall not have the right to reallocate such deemed investment to any of the other investment options otherwise available under the Plan. |
(d) | At the time an election to defer Restricted Stock or Restricted Stock Units is made, the Director shall elect the time and form of payment of such deferral and earnings thereon in accordance with Section 2.9 of the Plan. Payments shall be made in shares of Company common stock. |
(e) | Any portion of a Director’s Deferred Compensation Account attributable to deferred Restricted Stock or Restricted Stock Units, whether or not vested, shall not be available for early withdrawal under Section 2.9(g) of the Plan. |
2. | Except to the extent amended herein, the Plan remains in full force and effect. |
TEGNA INC. | |||
By: | /s/ Kevin E. Lord | ||
Name: | Kevin E. Lord | ||
Title: | Senior Vice President and Chief Human | ||
Resources Officer |
NAME OF SUBSIDIARY | STATE OF INCORPORATION |
6600 BROADVIEW, LLC | OHIO |
ARIZONA NEWS CHANNEL, LLC | DELAWARE |
BELO ADVERTISING CUSTOMER SERVICES, INC. | DELAWARE |
BELO CAPITAL BUREAU, INC. | DELAWARE |
BELO CORP. | DELAWARE |
BELO HOLDINGS, INC. | DELAWARE |
BELO INVESTMENT, LLC | DELAWARE |
BELO KENTUCKY, INC. | KENTUCKY |
BELO LEAD MANAGEMENT, LLC | DELAWARE |
BELO LIVE VIDEO SOLUTIONS, LLC | DELAWARE |
BELO MANAGEMENT SERVICES, INC. | DELAWARE |
BELO SAN ANTONIO, INC. | DELAWARE |
BELO SEARCH SOLUTIONS, LLC | DELAWARE |
BELO TV, INC. | DELAWARE |
BELO TECHNOLOGY ASSETS II, INC. | DELAWARE |
BELO VENTURES, INC. | DELAWARE |
BLINQ MEDIA, LLC | GEORGIA |
CAPE PUBLICATIONS, INC. | DELAWARE |
CAREERBUILDER, LLC | DELAWARE |
CARS.COM, LLC | DELAWARE |
CARS.COM HOLDINGS, INC. | DELAWARE |
CARS.COM HOLDINGS, LLC | DELAWARE |
COMBINED COMMUNICATIONS CORPORATION OF OKLAHOMA, LLC | OKLAHOMA |
CORPORATE ARENA ASSOCIATES, INC. | TEXAS |
FIRST COAST TOWER GROUP | FLORIDA |
GBHC, LLC | DELAWARE |
G/O DIGITAL MARKETING, LLC | DELAWARE |
GTMP HOLDINGS, LLC | DELAWARE |
KENS-TV, INC. | DELAWARE |
KHOU-TV, INC. | DELAWARE |
KING BROADCASTING COMPANY | WASHINGTON |
KING NEWS CORPORATION | WASHINGTON |
KMSB-TV, INC. | ARIZONA |
KONG-TV, INC. | DELAWARE |
KSKN TELEVISION, INC. | DELAWARE |
KTTU-TV, INC. | DELAWARE |
KTVK, INC. | DELAWARE |
KVUE TELEVISION, INC. | DELAWARE |
KXTV, LLC | MICHIGAN |
LAKE CEDAR GROUP LLC | DELAWARE |
LSB BROADCASTING, INC. | DELAWARE |
MEDIA SALES ACADEMY, LLC | TEXAS |
NAME OF SUBSIDIARY | STATE OF INCORPORATION |
MULTIMEDIA ENTERTAINMENT, LLC | SOUTH CAROLINA |
MULTIMEDIA HOLDINGS CORPORATION | SOUTH CAROLINA |
MULTIMEDIA KSDK, LLC | SOUTH CAROLINA |
NORTHWEST CABLE NEWS, INC. | DELAWARE |
NTV, INC. | DELAWARE |
PACIFIC AND SOUTHERN, LLC | DELAWARE |
SANDER OPERATING CO I LLC | DELAWARE |
SANDER OPERATING CO III LLC | DELAWARE |
SANDER OPERATING CO IV LLC | DELAWARE |
SANDER OPERATING CO V LLC | DELAWARE |
SCREENSHOT DIGITAL, INC. | DELAWARE |
SHOPLOCAL, LLC | DELAWARE |
SIGHTLINE MEDIA GROUP, LLC | DELAWARE |
TEGNA BROADCAST SERVICE CENTER, LLC | DELAWARE |
TEGNA PACIFIC, LLC | HAWAII |
TELEFARM, INC. | DELAWARE |
TEXAS CABLE NEWS, INC. | DELAWARE |
WCNC-TV, INC. | NORTH CAROLINA |
WFAA-TV, INC. | DELAWARE |
WFMY TELEVISION, LLC | NORTH CAROLINA |
WKYC HOLDINGS, LLC | DELAWARE |
WKYC-TV, LLC | DELAWARE |
WUSA-TV, INC. | DELAWARE |
WVEC TELEVISION, INC. | DELAWARE |
WWL-TV, INC. | DELAWARE |
1. | I have reviewed this annual report on Form 10-K of TEGNA Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Gracia C. Martore | |
Gracia C. Martore President and Chief Executive Officer (principal executive officer) |
1. | I have reviewed this annual report on Form 10-K of TEGNA Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Victoria D. Harker | |
Victoria D. Harker Chief Financial Officer (principal financial officer) |
/s/ Gracia C. Martore | |
Gracia C. Martore President and Chief Executive Officer (principal executive officer) |
/s/ Victoria D. Harker | |
Victoria D. Harker Chief Financial Officer (principal financial officer) |
O8RMC#&]OK^@ UKMFT
MW>GL]7_@_P#S!._J=+;O1%=CG;0XD-X![.:2+&N_K,24T*,KZU%E9NPZ6O-E
M;;&@C2LOQ_6?_2'_ $,=^6[_ (^GT_3LK_37;:SW=:Q6-:ZVN]C7-:YKO2>\
M' W.K^@-J9KK+JK:E)58_=-#2$[,VCUSB
M*3=.X=PXU:C-9QGFI)(*>EH6CGK"WNT_Y5?.'^<]\#OY('37?G?G]5\;,^LC_T>
M9TY@K+'%UK7LW%VPN;7]C]9[&;K?T7_*%K/^$_3?JUGZO_\ )&/_ &_^K>BY
MO5,?#K>^RO(LV%H(IHMM)W%K?8*:W^I]/_!I*:-&3]:2VKUL.AI-C6VAI'MK
MFKU'M_3N_,==_P!M_P S=[/M&TJEW4:JJG6^E<]K)W 5EI #76;OT_I;_H?F
M(;NL8S;#6:[IW!LBMSFR3^]7N^@W]*__ (+WI*09N7]8:
GZ%.S]'9Z]W^!;U_K#]M+68E3,4["ZQVW<7;:_6^A>[=M]]
M5;_3_P '_HJZK
#8LLC^L[]#4[^Q
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MZ:I]9^WU]+?C=&LKHZC:!5A.M!
0>"#^??S$OA=U/UK%_PJ2J^KH]C[;3KK9O\PCY=':NREQ=.-M[?'6=;W=N
M+KZ/%XH+]K20[/S>V4X]%4)3R4<6D (![^G;[^5?2]>?*'.?\ "B/O7KWH
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ME6(9_P (](8O^''/D/*DYE$7POWO#$Q&EIXI>]N@F\Y5CK4_L+VI_.+V]NS=/\ *R^>V&V2E7-GYOC'VA6+3T =JRKPV(P$^8W10P11
M RU#UVUZ"LA\2@M*'T $M;WK*?\ ",O??6=/B/G)UJ]?B*/N'*Y7IS>D.-GE
MIX
'\XOY";:^0%/\I^J/CG\":'=/5.8PWQPRFP=P#O
M[NKK3M7,T]928K>F^\
;#UU=MHTVT=OTD,,[X]Y:3[R2:&FFEH8*/1;=[
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MB-.\!UK7[K'!_P LJI99.?/DI/\ UM7=6V=];9V]O39>X,/NO:&[<+C-Q
M[7W/M[(TF7P.X)VCEC<,I((]O\ [][]
M[][][][][][][][][][TYO\ A1O_ #C?@AO?X;?)W^7KUCV;7]L?('=^1ZNP
M];-UWA?XWUKLG,]==Z];=B;DQ&ZNPIZW'X:IR5/B-EU=,8<+_&&I\B5IJGP.
MLQBNW_ER_P XOX(_S%:2FV1T#V=78_MG;^W*:MRO3'9N%.RNR?X7C:6"&MR^
M&H&K,G@-W8VC9;U+X;(Y%J)"K5*PAXRUL7OWOWOWOWOWOWOWO5^_X5O_ /;J
M_;W_ (M?U'_[QO:_O:!]_P#_T+=_Y W_ &7+_P *#?\ QI'O7_W[_P F/>T#
M[][][][][][][][][][)#_,T_P"W;O\ ,%_\4A^5W_OA]^^RF?\ "?;_ +
C=5_ 'L&O^&2^FMN>KI?J;
M^:Y\=7BNU$O3'S%Q&&@HF'^:$*;CV+NB811D 6$@8K_:!Y'O^&\OYF6S..E/
MGO\ S==L10\4-+V]V#MCONBI446BB:AS>?VM1R0QBWH6.-"/H![>L?U[_P *
M6=@:8MH?-'.=G4$%O!0=N_#KHK&>8*+#[K+X*3