☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 16-0442930 | ||||||||||||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer identification No.) | ||||||||||||||||
8350 Broad Street, | Suite 2000, Tysons, Virginia | 22102-5151 | |||||||||||||||
(Address of principal executive offices) | (Zip Code) | ||||||||||||||||
(703) 873-6600 | |||||||||||||||||
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Common Stock, par value $1.00 per share | TGNA | The New York Stock Exchange |
Large Accelerated Filer | ☒ | Accelerated filer | ☐ | ||||||||||||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||||||||||||||
Emerging growth company | ☐ |
Item No. | Page | |||||||
1. | ||||||||
1A. | ||||||||
1B. | ||||||||
2. | ||||||||
3. | ||||||||
4. | ||||||||
5. | ||||||||
6. | ||||||||
7. | ||||||||
7A. | ||||||||
8. | ||||||||
9. | ||||||||
9A. | ||||||||
9B. | ||||||||
9C. | ||||||||
10. | ||||||||
11. | ||||||||
12. | ||||||||
13. | ||||||||
14. | ||||||||
15. | ||||||||
16. |
Combined Two Year Period | ||||||||||||||||||||
2020 - 2021 | 2019 - 2020 | |||||||||||||||||||
Advertising & Marketing Services | 44 | % | 46 | % | ||||||||||||||||
Subscription | 46 | % | } | 55% | 44 | % | } | 53% | ||||||||||||
Political | 9 | % | 9 | % | ||||||||||||||||
Other | 1 | % | 1 | % | ||||||||||||||||
Total revenues | 100 | % | 100 | % |
Auditor Name: PricewaterhouseCoopers LLP | Auditor Location: Washington, District of Columbia |
10. | Directors, Executive Officers and |
Gina L. Bianchini Founder and Age: Director since: | TEGNA Committees: | • Nominating and Governance • Public Policy and Regulation Other Public Company • Empower Limited |
Howard D. Elias Chair of TEGNA; Chief Customer Officer and President, Services and Digital, Dell Technologies Age: Director since: | TEGNA Committees: • Executive (Chair) • Leadership Development and |
TEAMS | LEADERSHIP | LEADERSHIP | ||||||||||||
BIPOC Goals | at ~36% | |||||||||||||
BIPOC Progress | ||||||||||||||
Female Representation | Stuart J. Epstein Chief Financial Officer, DAZN Group Age: Director since: | TEGNA Committees: • Audit | ||||||||||||
ASIAN | BLACK OR AFRICAN- AMERICAN | HISPANIC OR LATINO | WHITE | OTHER | N/A* | |||||||||||||||
All Employees | 3.0% | 12.0% | 9.9% | 70.0% | 2.3% | 2.8% | ||||||||||||||
* N/A - not available or not disclosed |
Lidia Fonseca EVP and Chief Digital and Technology Officer, Pfizer Inc. Age: Director since: | TEGNA Committees: • Audit • Leadership Development and Compensation |
Karen H. Grimes Retired Partner, Senior Managing Director and Equity Portfolio Manager, Wellington Management Company Age: Director since: | TEGNA Committees: • Audit • Nominating and Governance Other Public Company Directorships: • Corteva • Toll Brothers, Inc. |
David T. Lougee President and CEO, TEGNA Inc. Age: Director since: | TEGNA Committees: • Executive |
Scott K. McCune Founder, MS&E Ventures; Former VP, Global Media and Integrated Marketing, The Coca Cola Company Age: Director since: | TEGNA Committees: • Audit • Executive • Leadership Development and Compensation (Chair) |
Henry W. McGee Senior Lecturer, Harvard Business School Age: Director since: | TEGNA Committees: • Executive • Nominating and Governance (Chair) • Public Policy and Regulation Other Public Company Directorships: • AmerisourceBergen Corporation |
Susan Ness Principal, Susan Ness Strategies; Former FCC Commissioner Age: Director since: | TEGNA Committees: • Executive • Nominating and Governance • Public Policy and Regulation (Chair) |
Bruce P. Nolop Retired CFO, E*Trade Financial Corporation Age: Director since: | TEGNA Committees: • Audit (Chair) • Executive Other Public Company Directorships: • Marsh & McLennan Companies, Inc. |
Neal Shapiro President and CEO, The WNET Group Age: Director since: | TEGNA Committees: • Nominating and Governance • Public Policy and Regulation |
Melinda C. Witmer Founder and CEO, Foiye Inc.; Former Executive Vice President, Chief Video & Content Officer, Time Warner Cable Age: Director since: | TEGNA Committees: • Leadership Development and Compensation • Public Policy and Regulation |
✓ All of our directors are elected annually. ✓ Eleven of the twelve TEGNA directors are independent. ✓ We have a robust shareholder engagement program pursuant to which our independent directors and senior management regularly engage with investors. ✓ We have an independent Board chair. ✓ We maintain an ongoing board refreshment process, which has resulted in our adding four independent directors since 2017 and the transition of the Board chair role during 2018. | ✓ Our directors and senior executives are subject to stock ownership guidelines. ✓ We do not have a shareholder rights plan (poison pill) in place. ✓ We have a majority vote standard for uncontested director elections and a director resignation policy. ✓ Our Board has adopted a proxy access by-law provision.✓ Mergers and other business combinations involving the Company generally may be approved by a simple majority vote. |
State/District of Columbia | City | Station/web site | Channel (1)/Network | Affiliation Agreement Expires in | Market TV Households (2) | Founded | ||||||||||||||
Alabama | Huntsville | WZDX(TV): rocketcitynow.com | Ch. 54/FOX | 2022 | 428,030 | 1985 | ||||||||||||||
Arizona | Flagstaff | KNAZ-TV: 12news.com | Ch. 2/NBC | 2024 | 2,085,290 | 1970 | ||||||||||||||
Mesa | KPNX(TV): 12news.com | Ch. 12/NBC | 2024 | 2,085,290 | 1953 | |||||||||||||||
Tucson | KMSB(TV): tucsonnewsnow.com | Ch. 11/FOX | 2022 | 457,790 | 1967 | |||||||||||||||
KTTU(TV): tucsonnewsnow.com | Ch. 18/MNTV | 2022 | 457,790 | 1984 | ||||||||||||||||
Arkansas | Fort Smith | KFSM-TV: 5newsonline.com | Ch. 5/CBS | 2022 | 332,690 | 1956 | ||||||||||||||
Little Rock | KTHV(TV): thv11.com | Ch. 11/CBS | 2022 | 565,820 | 1955 | |||||||||||||||
California | Sacramento | KXTV(TV): abc10.com | Ch. 10/ABC | 2023 | 1,477,970 | 1955 | ||||||||||||||
San Diego | KFMB-TV: cbs8.com | Ch. 8/CBS | 2023 | 1,133,290 | 1949 | |||||||||||||||
Colorado | Denver | KTVD(TV): my20denver.com | Ch. 20/MNTV | 2022 | 1,806,820 | 1988 | ||||||||||||||
KUSA(TV): 9news.com | Ch. 9/NBC | 2024 | 1,806,820 | 1952 | ||||||||||||||||
Connecticut | Hartford | WTIC-TV: fox61.com | Ch. 61/FOX | 2022 | 1,001,640 | 1984 | ||||||||||||||
Waterbury | WCCT-TV: yourcwtv.com/partners/hartford | Ch. 20/CW | 2026 | 1,001,640 | 1953 | |||||||||||||||
District of Columbia | Washington | WUSA(TV): wusa9.com | Ch. 9/CBS | 2022 | 2,640,920 | 1949 | ||||||||||||||
Florida | Jacksonville | WJXX(TV): firstcoastnews.com | Ch. 25/ABC | 2023 | 769,000 | 1989 | ||||||||||||||
WTLV(TV): firstcoastnews.com | Ch. 12/NBC | 2024 | 769,000 | 1957 | ||||||||||||||||
Tampa-St. Petersburg | WTSP(TV): wtsp.com | Ch. 10/CBS | 2022 | 2,043,580 | 1965 | |||||||||||||||
Georgia | Atlanta | WATL(TV): 11alive.com | Ch. 36/MNTV | 2022 | 2,659,160 | 1954 | ||||||||||||||
WXIA-TV: 11alive.com | Ch. 11/NBC | 2024 | 2,659,160 | 1948 | ||||||||||||||||
Macon | WMAZ-TV: 13wmaz.com | Ch. 13/CBS | 2022 | 246,120 | 1953 | |||||||||||||||
Idaho | Boise | KTVB(TV) (3): ktvb.com | Ch. 7/NBC | 2024 | 323,460 | 1953 | ||||||||||||||
Illinois | Moline | WQAD-TV: wqad.com | Ch. 8/ABC | 2023 | 303,070 | 1963 | ||||||||||||||
Indiana | Indianapolis | WTHR(TV) (4): wthr.com | Ch. 13/NBC | 2024 | 1,176,620 | 1957 | ||||||||||||||
Iowa | Ames | WOI-DT: weareiowa.com | Ch. 5/ABC | 2022 | 467,990 | 1950 | ||||||||||||||
Ames | KCWI-TV: weareiowa.com | Ch. 23/CW | 2026 | 467,990 | 1999 | |||||||||||||||
Kentucky | Louisville | WHAS-TV: whas11.com | Ch. 11/ABC | 2023 | 704,480 | 1950 | ||||||||||||||
Louisiana | New Orleans | WWL-TV: wwltv.com | Ch. 4/CBS | 2022 | 665,520 | 1957 | ||||||||||||||
WUPL(TV) (5): wwltv.com/mytv | Ch. 54/MNTV | 2022 | 665,520 | 1955 | ||||||||||||||||
Maine | Bangor | WLBZ(TV): newscentermaine.com | Ch. 2/NBC | 2024 | 142,470 | 1954 | ||||||||||||||
Portland | WCSH(TV): newscentermaine.com | Ch. 6/NBC | 2024 | 423,110 | 1953 | |||||||||||||||
Michigan | Grand Rapids | WZZM(TV): wzzm13.com | Ch. 13/ABC | 2023 | 794,280 | 1962 | ||||||||||||||
Minnesota | Minneapolis-St. Paul | KARE(TV): kare11.com | Ch. 11/NBC | 2024 | 1,917,970 | 1953 | ||||||||||||||
Missouri | St. Louis | KSDK(TV): ksdk.com | Ch. 5/NBC | 2024 | 1,251,300 | 1947 | ||||||||||||||
New York | Buffalo | WGRZ(TV): wgrz.com | Ch. 2/NBC | 2024 | 637,520 | 1954 | ||||||||||||||
North Carolina | Charlotte | WCNC-TV: wcnc.com | Ch. 36/NBC | 2024 | 1,274,830 | 1967 | ||||||||||||||
Greensboro | WFMY-TV: wfmynews2.com | Ch. 2/CBS | 2022 | 716,510 | 1949 | |||||||||||||||
Ohio | Cleveland | WKYC-TV: wkyc.com | Ch. 3/NBC | 2024 | 1,527,000 | 1948 | ||||||||||||||
Columbus | WBNS-TV (6): 10tv.com | Ch. 10/CBS | 2022 | 1,006,870 | 1949 | |||||||||||||||
Toledo | WTOL(TV): wtol.com | Ch. 11/CBS | 2023 | 416,210 | 1958 | |||||||||||||||
Oregon | Portland | KGW(TV) (7): kgw.com | Ch. 8/NBC | 2024 | 1,331,480 | 1956 | ||||||||||||||
Pennsylvania | Scranton | WNEP-TV: wnep.com | Ch. 16/ABC | 2023 | 585,050 | 1954 | ||||||||||||||
York | WPMT(TV): fox43.com | Ch. 43/FOX | 2022 | 785,190 | 1952 | |||||||||||||||
South Carolina | Columbia | WLTX(TV): wltx.com | Ch. 19/CBS | 2022 | 418,640 | 1953 | ||||||||||||||
Tennessee | Knoxville | WBIR-TV: wbir.com | Ch. 10/NBC | 2024 | 539,790 | 1956 | ||||||||||||||
Memphis | WATN-TV: localmemphis.com | Ch. 24/ABC | 2022 | 632,270 | 1978 | |||||||||||||||
WLMT(TV): localmemphis.com | Ch. 30/CW | 2026 | 632,270 | 1983 | ||||||||||||||||
Texas | Abilene | KXVA(TV): myfoxzone.com | Ch. 15/FOX | 2022 | 117,460 | 2001 | ||||||||||||||
Austin | KVUE(TV): kvue.com | Ch. 24/ABC | 2023 | 927,180 | 1971 | |||||||||||||||
Beaumont | KBMT(TV) (8): 12newsnow.com | Ch. 12/ABC | 2023 | 168,350 | 1961 | |||||||||||||||
Corpus Christi | KIII-TV: kiiitv.com | Ch. 3/ABC | 2023 | 213,270 | 1964 | |||||||||||||||
Dallas | WFAA(TV): wfaa.com | Ch. 8/ABC | 2023 | 2,962,440 | 1949 | |||||||||||||||
KMPX(TV): wfaa.com | Ch. 29 / Estrella | 2025 | 2,962,440 | 1993 | ||||||||||||||||
Houston | KHOU(TV): khou.com | Ch. 11/CBS | 2022 | 2,598,960 | 1953 | |||||||||||||||
KTBU(TV): khou.com | Ch. 55/Quest | N/A | 2,598,960 | 2004 | ||||||||||||||||
Odessa | KWES-TV: newswest9.com | Ch. 9/NBC | 2024 | 176,380 | 1958 | |||||||||||||||
San Angelo | KIDY(TV): myfoxzone.com | Ch. 6/FOX | 2022 | 58,760 | 1984 | |||||||||||||||
San Antonio | KENS(TV): kens5.com | Ch. 5/CBS | 2022 | 1,045,420 | 1950 | |||||||||||||||
Tyler-Longview | KYTX(TV): cbs19.tv | Ch. 19/CBS | 2022 | 279,770 | 2008 |
TELEVISION STATIONS AND AFFILIATED DIGITAL PLATFORM | ||||||||||||||||||||
(Continued) | ||||||||||||||||||||
State/District of Columbia | City | Station/web site | Channel (1)/Network | Affiliation Agreement Expires in | Market TV Households (2) | Founded | ||||||||||||||
Temple | KCEN-TV (9): kcentv.com | Ch. 9/NBC | 2024 | 402,470 | 1953 | |||||||||||||||
Virginia | Hampton/Norfolk | WVEC(TV): 13newsnow.com | Ch. 13/ABC | 2023 | 744,600 | 1953 | ||||||||||||||
Washington | Seattle/Tacoma | KING-TV: king5.com | Ch. 5/NBC | 2024 | 2,158,120 | 1948 | ||||||||||||||
KONG(TV): king5.com | Ch. 16/IND | N/A | 2,158,120 | 1997 | ||||||||||||||||
Spokane | KREM(TV): krem.com | Ch. 2/CBS | 2022 | 480,500 | 1954 | |||||||||||||||
KSKN(TV): spokanescw22.com | Ch. 22/CW | 2026 | 480,500 | 1983 | ||||||||||||||||
(1) Channel refers to the viewer-facing “virtual” channel associated with the station’s brand, which may differ from the radio frequency channel on which the station transmits. | ||||||||||||||||||||
(2) Market TV households is number of television households in each market, according to 2021-2022 Nielsen figures. | ||||||||||||||||||||
(3) We also own KTFT-LD (NBC), a low power television station in Twin Falls, ID. | ||||||||||||||||||||
(4) We also own WALV-CD, a Class A television station in Indianapolis, IN. | ||||||||||||||||||||
(5) We also own WBXN-CD, a Class A television station in New Orleans, LA. | ||||||||||||||||||||
(6) We also own two radio stations, WBNS(AM) (1460), and WBNS-FM (97.1). | ||||||||||||||||||||
(7) We also own KGWZ-LD, a low power television station in Portland, OR. | ||||||||||||||||||||
(8) KBMT also operates a subchannel (KJAC/NBC), which is not counted. We also own KUIL-LD, a low power station in Beaumont, TX. | ||||||||||||||||||||
(9) We also own KAGS-LP, a low power television station in Bryan, TX. |
INDEXED RETURNS | ||||||||||||||||||||
Years Ending | ||||||||||||||||||||
Company Name / Index | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | ||||||||||||||
TEGNA Inc. | 100 | $107.04 | $84.60 | $132.29 | $112.91 | $153.08 | ||||||||||||||
S&P 500 Index | 100 | $121.83 | $116.49 | $153.17 | $181.35 | $233.41 | ||||||||||||||
Peer Group | 100 | $115.16 | $110.28 | $122.03 | $110.86 | $153.19 |
2021 | 2020 | Change from 2020 | 2019 | Change from 2019 | |||||||||||||||||||||||||
Revenues: | $ | 2,991,093 | $ | 2,937,780 | 2% | $ | 2,299,497 | 30% | |||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||||||
Cost of revenues | 1,598,759 | 1,503,287 | 6% | 1,228,237 | 30% | ||||||||||||||||||||||||
Business units - Selling, general and administrative expenses | 396,446 | 365,601 | 8% | 326,804 | 21% | ||||||||||||||||||||||||
Corporate - General and administrative expenses | 68,127 | 73,295 | (7%) | 80,144 | (15%) | ||||||||||||||||||||||||
Depreciation | 64,841 | 66,880 | (3%) | 60,525 | 7% | ||||||||||||||||||||||||
Amortization of intangible assets | 63,011 | 67,690 | (7%) | 50,104 | 26% | ||||||||||||||||||||||||
Spectrum repacking reimbursements and other, net | (2,307) | (9,955) | (77%) | (5,335) | (57%) | ||||||||||||||||||||||||
Total | 2,188,877 | 2,066,798 | 6% | 1,740,479 | 26% | ||||||||||||||||||||||||
Operating income | 802,216 | 870,982 | (8%) | 559,018 | 44% | ||||||||||||||||||||||||
Non-operating income (expense): | |||||||||||||||||||||||||||||
Equity (loss) income in unconsolidated investments, net | (9,713) | 10,397 | *** | 10,149 | *** | ||||||||||||||||||||||||
Interest expense | (185,650) | (210,294) | (12%) | (205,470) | (10%) | ||||||||||||||||||||||||
Other non-operating items, net | 6,825 | (34,029) | *** | 11,960 | (43%) | ||||||||||||||||||||||||
Total | (188,538) | (233,926) | (19%) | (183,361) | 3% | ||||||||||||||||||||||||
Income before income taxes | 613,678 | 637,056 | (4%) | 375,657 | 63% | ||||||||||||||||||||||||
Provision for income taxes | 135,481 | 154,293 | (12%) | 89,422 | 52% | ||||||||||||||||||||||||
Net Income | $ | 478,197 | $ | 482,763 | (1%) | $ | 286,235 | 67% | |||||||||||||||||||||
Earnings per share-basic | $ | 2.15 | $ | 2.20 | (2%) | $ | 1.32 | 63% | |||||||||||||||||||||
Earnings per share-diluted | $ | 2.14 | $ | 2.19 | (2%) | $ | 1.31 | 63% |
2021 | 2020 | Change from 2020 | 2019 | Change from 2019 | |||||||||||||||||||||||||
Subscription | $ | 1,466,433 | $ | 1,286,611 | 14% | $ | 1,005,030 | 46% | |||||||||||||||||||||
Advertising & Marketing Services | 1,428,082 | 1,174,774 | 22% | 1,226,607 | 16% | ||||||||||||||||||||||||
Political | 60,573 | 445,535 | (86%) | 38,478 | 57% | ||||||||||||||||||||||||
Other | 36,005 | 30,860 | 17% | 29,382 | 23% | ||||||||||||||||||||||||
Total revenues | $ | 2,991,093 | $ | 2,937,780 | 2% | $ | 2,299,497 | 30% |
Percentage of total operating expenses | |||||||||||||||||
Expense Category | 2021 | 2020 | 2019 | ||||||||||||||
Programming expenses | 41.2% | 40.1% | 35.5% | ||||||||||||||
Payroll expenses | 25.8% | 26.7% | 28.6% |
11. | Executive Compensation |
2021 | Change | 2020 | |||||||||||||||
Net income | $ | 478,197 | (1%) | $ | 482,763 | ||||||||||||
Per basic share | $ | 2.15 | (2%) | $ | 2.20 | ||||||||||||
Per diluted share | $ | 2.14 | (2%) | $ | 2.19 |
* | “Beall” is Ms. Trelstad’s maiden name and the name she uses for business purposes. “Trelstad” is her married and legal name. |
Special Items | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Year ended Dec. 31, 2021 | GAAP measure | Advisory fees related to activism defense | M&A-related costs | Other non-operating items | Spectrum repacking reimbursements and other | Special tax items | Non-GAAP measure | |||||||||||||||||||||||||||||||||||||||||||||||||
Corporate - General and administrative expenses | $ | 68,127 | $ | (16,611) | $ | (3,738) | $ | — | $ | — | $ | — | $ | 47,778 | ||||||||||||||||||||||||||||||||||||||||||
Spectrum repacking reimbursements and other, net | (2,307) | — | — | — | 2,307 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Operating expenses | 2,188,877 | (16,611) | (3,738) | — | 2,307 | — | 2,170,835 | |||||||||||||||||||||||||||||||||||||||||||||||||
Operating income | 802,216 | 16,611 | 3,738 | — | (2,307) | — | 820,258 | |||||||||||||||||||||||||||||||||||||||||||||||||
Equity loss in unconsolidated investments, net | (9,713) | — | — | — | — | — | (9,713) | |||||||||||||||||||||||||||||||||||||||||||||||||
Other non-operating items, net | 6,825 | — | — | 507 | — | — | 7,332 | |||||||||||||||||||||||||||||||||||||||||||||||||
Total non-operating expenses | (188,538) | — | — | 507 | — | — | (188,031) | |||||||||||||||||||||||||||||||||||||||||||||||||
Income before income taxes | 613,678 | 16,611 | 3,738 | 507 | (2,307) | — | 632,227 | |||||||||||||||||||||||||||||||||||||||||||||||||
Provision for income taxes | 135,481 | 4,291 | 60 | 127 | (605) | 14,138 | 153,492 | |||||||||||||||||||||||||||||||||||||||||||||||||
Net income attributable to TEGNA Inc. | 476,955 | 12,320 | 3,678 | 380 | (1,702) | (14,138) | 477,493 | |||||||||||||||||||||||||||||||||||||||||||||||||
Earnings per share - diluted | $ | 2.14 | $ | 0.06 | $ | 0.02 | $ | — | $ | (0.01) | $ | (0.06) | $ | 2.15 | ||||||||||||||||||||||||||||||||||||||||||
Special Items | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Year ended Dec. 31, 2020 | GAAP measure | Workforce restructuring expense | M&A-related costs | Advisory fees related to activism defense | Spectrum repacking reimbursements and other | Gains on equity method investments | Other non-operating items | Special tax items | Non-GAAP measure | |||||||||||||||||||||||||||||||||||||||||||||||
Cost of revenues | $ | 1,503,287 | $ | (595) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 1,502,692 | ||||||||||||||||||||||||||||||||||||||
Business units - Selling, general and administrative expenses | 365,601 | (372) | — | — | — | — | — | — | 365,229 | |||||||||||||||||||||||||||||||||||||||||||||||
Corporate - General and administrative expenses | 73,295 | (54) | (4,588) | (23,087) | — | — | — | — | 45,566 | |||||||||||||||||||||||||||||||||||||||||||||||
Spectrum repacking reimbursements and other, net | (9,955) | — | — | — | 9,955 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Operating expenses | 2,066,798 | (1,021) | (4,588) | (23,087) | 9,955 | — | — | — | 2,048,057 | |||||||||||||||||||||||||||||||||||||||||||||||
Operating income | 870,982 | 1,021 | 4,588 | 23,087 | (9,955) | — | — | — | 889,723 | |||||||||||||||||||||||||||||||||||||||||||||||
Equity income (loss) in unconsolidated investments, net | 10,397 | — | — | — | — | (22,606) | — | — | (12,209) | |||||||||||||||||||||||||||||||||||||||||||||||
Other non-operating items, net | (34,029) | — | — | — | — | — | 38,319 | — | 4,290 | |||||||||||||||||||||||||||||||||||||||||||||||
Total non-operating expenses | (233,926) | — | — | — | — | (22,606) | 38,319 | — | (218,213) | |||||||||||||||||||||||||||||||||||||||||||||||
Income before income taxes | 637,056 | 1,021 | 4,588 | 23,087 | (9,955) | (22,606) | 38,319 | — | 671,510 | |||||||||||||||||||||||||||||||||||||||||||||||
Provision for income taxes | 154,293 | 256 | 1,151 | 5,801 | (2,646) | (5,703) | 7,357 | 3,944 | 164,453 | |||||||||||||||||||||||||||||||||||||||||||||||
Net income attributable to TEGNA Inc. | 482,778 | 765 | 3,437 | 17,286 | (7,309) | (16,903) | 30,962 | (3,944) | 507,072 | |||||||||||||||||||||||||||||||||||||||||||||||
Earnings per share - diluted | $ | 2.19 | $ | — | $ | 0.02 | $ | 0.08 | $ | (0.03) | $ | (0.08) | $ | 0.14 | $ | (0.02) | $ | 2.30 | ||||||||||||||||||||||||||||||||||||||
2021 | Change | 2020 | |||||||||||||||
Adjusted operating expenses | $ | 2,170,835 | 6% | $ | 2,048,057 | ||||||||||||
Adjusted operating income | 820,258 | (8%) | 889,723 | ||||||||||||||
Adjusted equity loss in unconsolidated investments, net | (9,713) | (20%) | (12,209) | ||||||||||||||
Adjusted other non-operating income | 7,332 | 71% | 4,290 | ||||||||||||||
Adjusted total non-operating (expense) | (188,031) | (14%) | (218,213) | ||||||||||||||
Adjusted income before income taxes | 632,227 | (6%) | 671,510 | ||||||||||||||
Adjusted provision for income taxes | 153,492 | (7%) | 164,453 | ||||||||||||||
Adjusted net income attributable to TEGNA Inc. | 477,493 | (6%) | 507,072 | ||||||||||||||
Adjusted earnings per share - diluted | $ | 2.15 | (7%) | $ | 2.30 |
2021 | Change | 2020 | |||||||||||||||
Net income attributable to TEGNA Inc. (GAAP basis) | $ | 476,955 | (1%) | $ | 482,778 | ||||||||||||
Plus (Less): Net income (loss) attributable to redeemable noncontrolling interest | 1,242 | *** | (15) | ||||||||||||||
Plus: Provision for income taxes | 135,481 | (12%) | 154,293 | ||||||||||||||
Plus: Interest expense | 185,650 | (12%) | 210,294 | ||||||||||||||
Plus (Less): Equity loss (income) in unconsolidated investments, net | 9,713 | *** | (10,397) | ||||||||||||||
(Less) Plus: Other non-operating items, net | (6,825) | *** | 34,029 | ||||||||||||||
Operating income (GAAP basis) | $ | 802,216 | (8%) | $ | 870,982 | ||||||||||||
Plus: Workforce restructuring expense | — | (100%) | 1,021 | ||||||||||||||
Plus: M&A-related costs | 3,738 | (19%) | 4,588 | ||||||||||||||
Plus: Advisory fees related to activism defense | 16,611 | (28) | 23,087 | ||||||||||||||
Less: Spectrum repacking reimbursements and other, net | (2,307) | (77%) | (9,955) | ||||||||||||||
Adjusted operating income (non-GAAP basis) | $ | 820,258 | (8%) | $ | 889,723 | ||||||||||||
Plus: Depreciation | 64,841 | (3%) | 66,880 | ||||||||||||||
Plus: Amortization of intangible assets | 63,011 | (7%) | 67,690 | ||||||||||||||
Adjusted EBITDA (non-GAAP basis) | $ | 948,110 | (7%) | $ | 1,024,293 | ||||||||||||
Corporate - General and administrative expense (non-GAAP basis) | 47,778 | 5% | 45,566 | ||||||||||||||
Adjusted EBITDA, excluding Corporate (non-GAAP basis) | $ | 995,888 | (7%) | $ | 1,069,859 |
Two-year period ended December 31, | ||||||||||||||||||||||||||
2021 | 2020 | |||||||||||||||||||||||||
Net Income attributable to TEGNA Inc. (GAAP basis) | $ | 959,733 | $ | 769,013 | ||||||||||||||||||||||
Plus: Provision for income taxes | 289,774 | 243,715 | ||||||||||||||||||||||||
Plus: Interest expense | 395,944 | 415,764 | ||||||||||||||||||||||||
Plus: M&A-related costs | 8,326 | 35,344 | ||||||||||||||||||||||||
Plus: Depreciation | 131,721 | 127,405 | ||||||||||||||||||||||||
Plus: Amortization | 130,701 | 117,794 | ||||||||||||||||||||||||
Plus: Stock-based compensation | 51,821 | 40,452 | ||||||||||||||||||||||||
Plus: Company stock 401(k) contribution | 33,611 | 26,027 | ||||||||||||||||||||||||
Plus: Syndicated programming amortization | 141,752 | 131,835 | ||||||||||||||||||||||||
Plus: Reimbursement from Company-owned life insurance policies | 1,005 | — | ||||||||||||||||||||||||
Plus: Workforce restructuring expense | 1,021 | 7,385 | ||||||||||||||||||||||||
Plus: Advisory fees related to activism defense | 39,698 | 29,167 | ||||||||||||||||||||||||
Plus: Cash dividend from equity investments for return on capital | 11,806 | 7,698 | ||||||||||||||||||||||||
Plus: Cash reimbursements from spectrum repacking | 18,122 | 30,154 | ||||||||||||||||||||||||
Plus: Other non-operating items, net | 27,204 | 22,069 | ||||||||||||||||||||||||
Plus: Net loss attributable to redeemable noncontrolling interest | 1,227 | (15) | ||||||||||||||||||||||||
Less: Income tax payments | (264,053) | (168,934) | ||||||||||||||||||||||||
Less: Spectrum repacking reimbursement and other, net | (12,262) | (15,290) | ||||||||||||||||||||||||
Less: Equity income in unconsolidated investments, net | (684) | (20,546) | ||||||||||||||||||||||||
Less: Syndicated programming payments | (147,305) | (132,715) | ||||||||||||||||||||||||
Less: Pension contributions | (11,470) | (28,234) | ||||||||||||||||||||||||
Less: Interest payments | (380,569) | (386,852) | ||||||||||||||||||||||||
Less: Purchases of property and equipment | (108,575) | (133,855) | ||||||||||||||||||||||||
Free cash flow (non-GAAP basis) | $ | 1,318,548 | $ | 1,117,381 | ||||||||||||||||||||||
Revenue | $ | 5,928,873 | $ | 5,237,277 | ||||||||||||||||||||||
Free cash flow as a % of revenue | 22.2 | % | 21.3 | % | ||||||||||||||||||||||
2021 | 2020 | 2019 | |||||||||||||||
Cash at beginning of year | $ | 40,968 | $ | 29,404 | $ | 135,862 | |||||||||||
Operating activities: | |||||||||||||||||
Net income | 478,197 | 482,763 | 286,235 | ||||||||||||||
Depreciation, amortization and other non-cash adjustments | 204,461 | 202,189 | 156,858 | ||||||||||||||
Pension expense, net of pension contribution | (19,139) | (10,400) | (19,447) | ||||||||||||||
(Increase) decrease in accounts receivable | (88,687) | 27,474 | (86,245) | ||||||||||||||
(Decrease) increase in interest and taxes payable | (53,303) | 66,466 | (8,284) | ||||||||||||||
Other, net | (19,917) | 36,644 | (31,644) | ||||||||||||||
Net cash flows from operating activities | 501,612 | 805,136 | 297,473 | ||||||||||||||
Investing activities: | |||||||||||||||||
Payments for acquisitions of businesses, net of cash acquired | (13,335) | (34,841) | (1,514,183) | ||||||||||||||
All other investing activities | (55,921) | (24,680) | (49,287) | ||||||||||||||
Net cash used for investing activities | (69,256) | (59,521) | (1,563,470) | ||||||||||||||
Net cash (used for) provided by financing activities | (416,335) | (734,051) | 1,159,539 | ||||||||||||||
Net change in cash | 16,021 | 11,564 | (106,458) | ||||||||||||||
Cash at end of year | $ | 56,989 | $ | 40,968 | $ | 29,404 |
Repayment schedule of principal long-term debt as of Dec. 31, 2021 | |||||
2022 | $ | — | |||
2023 | — | ||||
2024 (1) | 166,000 | ||||
2025 | — | ||||
2026 | 550,000 | ||||
Thereafter | 2,540,000 | ||||
Total | $ | 3,256,000 | |||
(1) Assumes the current revolving credit facility borrowings come due in 2024 and the revolving credit facility is not extended. |
NAME | MINIMUM GUIDELINE MULTIPLE OF BASE SALARY | |||
MR. LOUGEE | 5X | |||
MS. HARKER | 3X | |||
MS. BEALL | 2X | |||
MR. HARRISON | 1X |
Performance-based pay |
In thousands of dollars | ||||||||
Dec. 31, | ||||||||
2021 | 2020 | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 56,989 | $ | 40,968 | ||||
Accounts receivable, net of allowances of $4,371 and $7,035, respectively | 642,280 | 550,755 | ||||||
Other receivables | 15,496 | 14,031 | ||||||
Syndicated programming rights | 53,100 | 47,331 | ||||||
Prepaid expenses and other current assets | 19,724 | 19,509 | ||||||
Total current assets | 787,589 | 672,594 | ||||||
Property and equipment | ||||||||
Land | 86,447 | 86,456 | ||||||
Buildings and improvements | 341,112 | 329,088 | ||||||
Equipment, furniture and fixtures | 615,531 | 593,517 | ||||||
Construction in progress | 10,761 | 17,398 | ||||||
Total | 1,053,851 | 1,026,459 | ||||||
Less accumulated depreciation | (586,656) | (556,100) | ||||||
Net property and equipment | 467,195 | 470,359 | ||||||
Intangible and other assets | ||||||||
Goodwill | 2,981,587 | 2,968,693 | ||||||
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $298,593 and $235,582, respectively | 2,441,488 | 2,503,644 | ||||||
Right-of-use assets for operating leases | 87,279 | 97,190 | ||||||
Investments and other assets | 152,508 | 136,219 | ||||||
Total intangible and other assets | 5,662,862 | 5,705,746 | ||||||
Total assets | $ | 6,917,646 | $ | 6,848,699 | ||||
✓ | Outcome alignment |
Cap on incentive payouts |
Double-trigger equity vesting upon a change in control |
Clawback |
No guaranteed bonuses |
No unearned dividends. |
All new change-in-control gross-ups gross-up. |
Risk evaluation |
No income tax gross-ups gross-ups except in our relocation program. |
TEGNA Inc. CONSOLIDATED BALANCE SHEETS | ||||||||
In thousands of dollars, except par value and share amounts | ||||||||
Dec. 31, | ||||||||
2021 | 2020 | |||||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 72,996 | $ | 58,049 | ||||
Accrued liabilities | ||||||||
Compensation | 55,179 | 46,213 | ||||||
Interest | 45,905 | 47,249 | ||||||
Contracts payable for programming rights | 98,534 | 130,522 | ||||||
Other | 91,098 | 78,219 | ||||||
Income taxes payable | 11,420 | 63,923 | ||||||
Total current liabilities | 375,132 | 424,175 | ||||||
Noncurrent liabilities | ||||||||
Deferred income tax liability | 548,374 | 530,240 | ||||||
Long-term debt | 3,231,970 | 3,553,220 | ||||||
Pension liabilities | 58,063 | 85,908 | ||||||
Operating lease liabilities | 88,970 | 99,337 | ||||||
Other noncurrent liabilities | 79,102 | 82,791 | ||||||
Total noncurrent liabilities | 4,006,479 | 4,351,496 | ||||||
Total liabilities | 4,381,611 | 4,775,671 | ||||||
Commitments and contingent liabilities (see Note 11) | 0 | 0 | ||||||
Redeemable noncontrolling interest (see Note 11) | $ | 16,129 | $ | 14,933 | ||||
Shareholders’ equity | ||||||||
Common stock of $1 par value per share, 800,000,000 shares authorized, 324,418,632 shares issued | 324,419 | 324,419 | ||||||
Additional paid-in capital | 27,941 | 113,267 | ||||||
Retained earnings | 7,459,380 | 7,075,640 | ||||||
Accumulated other comprehensive loss | (97,216) | (121,076) | ||||||
Less treasury stock at cost, 103,012,455 shares and 104,918,360 shares, respectively | (5,194,618) | (5,334,155) | ||||||
Total equity | 2,519,906 | 2,058,095 | ||||||
Total liabilities, redeemable noncontrolling interest and equity | $ | 6,917,646 | $ | 6,848,699 |
Anti-hedging |
Anti-pledging |
Multi-dimensional performance assessment |
No excessive perquisites. |
Component | Description | Performance Considerations | Pay Objective | |||||
BASE SALARY | Pay for service in executive role. | Based on the nature and responsibility of the position, achievement of key performance indicators, internal pay equity among positions and competitive market data. | Attraction and retention. Base salary adjustments also allow the Committee to reflect an individual’s performance, scope of the position, and/or changed responsibilities. | |||||
ANNUAL BONUS | Short-term program providing NEOs with an annual cash bonus payment. | Based on the Committee’s assessment of each NEO’s achievement of annual key performance indicators as well as contributions to Company-wide performance. | Reward performance in attaining Company and individual performance goals based on the Company’s financial and strategic goals on an annual basis. |
In thousands of dollars, except per share amounts | ||||||||||||||
Year ended Dec. 31, | ||||||||||||||
2021 | 2020 | 2019 | ||||||||||||
Revenues | $ | 2,991,093 | $ | 2,937,780 | $ | 2,299,497 | ||||||||
Operating expenses: | ||||||||||||||
Cost of revenues1 | 1,598,759 | 1,503,287 | 1,228,237 | |||||||||||
Business units - Selling, general and administrative expenses | 396,446 | 365,601 | 326,804 | |||||||||||
Corporate - General and administrative expenses | 68,127 | 73,295 | 80,144 | |||||||||||
Depreciation | 64,841 | 66,880 | 60,525 | |||||||||||
Amortization of intangible assets | 63,011 | 67,690 | 50,104 | |||||||||||
Spectrum repacking reimbursements and other, net (see Note 10) | (2,307) | (9,955) | (5,335) | |||||||||||
Total | 2,188,877 | 2,066,798 | 1,740,479 | |||||||||||
Operating income | 802,216 | 870,982 | 559,018 | |||||||||||
Non-operating income (expense): | ||||||||||||||
Equity (loss) income in unconsolidated investments, net | (9,713) | 10,397 | 10,149 | |||||||||||
Interest expense | (185,650) | (210,294) | (205,470) | |||||||||||
Other non-operating items, net | 6,825 | (34,029) | 11,960 | |||||||||||
Total | (188,538) | (233,926) | (183,361) | |||||||||||
Income before income taxes | 613,678 | 637,056 | 375,657 | |||||||||||
Provision for income taxes | 135,481 | 154,293 | 89,422 | |||||||||||
Net Income | 478,197 | 482,763 | 286,235 | |||||||||||
Net (income) loss attributable to redeemable noncontrolling interest | (1,242) | 15 | — | |||||||||||
Net income attributable to TEGNA Inc. | $ | 476,955 | $ | 482,778 | $ | 286,235 | ||||||||
Earnings per share - basic | $ | 2.15 | $ | 2.20 | $ | 1.32 | ||||||||
Earnings per share - diluted | $ | 2.14 | $ | 2.19 | $ | 1.31 | ||||||||
Weighted average number of common shares outstanding: | ||||||||||||||
Basic shares | 221,504 | 219,232 | 217,138 | |||||||||||
Diluted shares | 222,471 | 219,733 | 217,977 |
In thousands of dollars | ||||||||||||||
Year ended Dec. 31, | ||||||||||||||
2021 | 2020 | 2019 | ||||||||||||
Net income | $ | 478,197 | $ | 482,763 | $ | 286,235 | ||||||||
Other comprehensive (loss) income, before tax: | ||||||||||||||
Foreign currency translation adjustments | 743 | 138 | (774) | |||||||||||
Pension and other post-retirement benefit items: | ||||||||||||||
Recognition of previously deferred post-retirement benefit plan costs | 5,217 | 6,209 | 5,764 | |||||||||||
Actuarial gain (loss) arising during the period | 4,463 | 22,574 | (13,822) | |||||||||||
Pension payment timing related charge | 946 | — | 686 | |||||||||||
Pension and other postretirement benefit items | 10,626 | 28,783 | (7,372) | |||||||||||
Unrealized gain on available-for-sale investment during the period | 20,800 | — | — | |||||||||||
Other comprehensive income (loss), before tax | 32,169 | 28,921 | (8,146) | |||||||||||
Income tax effect related to components of other comprehensive income (loss) | (8,309) | (7,400) | 2,060 | |||||||||||
Other comprehensive income (loss), net of tax | 23,860 | 21,521 | (6,086) | |||||||||||
Comprehensive income | 502,057 | 504,284 | 280,149 | |||||||||||
Comprehensive loss attributable to redeemable non-controlling interest | (1,242) | 15 | — | |||||||||||
Comprehensive income attributable to TEGNA Inc. | $ | 500,815 | $ | 504,299 | $ | 280,149 | ||||||||
In thousands of dollars | Year ended Dec. 31, | |||||||||||||
2021 | 2020 | 2019 | ||||||||||||
Cash flows from operating activities: | ||||||||||||||
Net income | $ | 478,197 | $ | 482,763 | $ | 286,235 | ||||||||
Adjustments to reconcile net income to net cash flows from operating activities: | ||||||||||||||
Depreciation | 64,841 | 66,880 | 60,525 | |||||||||||
Amortization of intangible assets | 63,011 | 67,690 | 50,104 | |||||||||||
Stock-based compensation | 31,515 | 20,306 | 20,146 | |||||||||||
Company stock 401(k) contribution | 17,142 | 16,469 | 9,558 | |||||||||||
Amortization of deferred financing costs, debt discounts and premiums | 8,323 | 20,251 | 12,012 | |||||||||||
Losses (gains) on assets | — | 12,457 | (7,402) | |||||||||||
Provision for deferred income taxes | 9,916 | 8,533 | 22,064 | |||||||||||
Equity loss (income) in unconsolidated investees, net | 9,713 | (10,397) | (10,149) | |||||||||||
Pension contributions, net of income | (19,139) | (10,400) | (19,447) | |||||||||||
Changes in operating assets and liabilities, net of acquisitions: | ||||||||||||||
(Increase) decrease in accounts receivable | (88,687) | 27,474 | (86,245) | |||||||||||
Increase (decrease) in accounts payable | 14,947 | 7,245 | (29,526) | |||||||||||
(Decrease) increase in interest and taxes payable | (53,303) | 66,466 | (8,284) | |||||||||||
Increase in deferred revenue | 1,589 | 1,013 | 1,007 | |||||||||||
Changes in other assets and liabilities, net | (36,453) | 28,386 | (3,125) | |||||||||||
Net cash flows from operating activities | 501,612 | 805,136 | 297,473 | |||||||||||
Cash flows from investing activities: | ||||||||||||||
Purchase of property and equipment | (63,076) | (45,499) | (88,356) | |||||||||||
Reimbursement from spectrum repacking | 4,942 | 13,180 | 16,974 | |||||||||||
Payments for acquisitions of businesses and other assets, net of cash acquired | (13,335) | (34,841) | (1,514,183) | |||||||||||
Payments for investments | (1,791) | (2,415) | (4,986) | |||||||||||
Proceeds from investments | 3,701 | 5,028 | 4,698 | |||||||||||
Proceeds from sale of businesses and assets | 303 | 5,026 | 22,383 | |||||||||||
Net cash used for investing activities | (69,256) | (59,521) | (1,563,470) | |||||||||||
Cash flows from by financing activities: | ||||||||||||||
(Payments of) proceeds from borrowings under revolving credit facilities, net | (189,000) | (548,000) | 853,000 | |||||||||||
Proceeds from borrowings | — | 1,550,000 | 1,100,000 | |||||||||||
Debt repayments | (137,000) | (1,623,000) | (710,000) | |||||||||||
Payments for debt issuance and premiums for early redemption costs | (1,256) | (41,378) | (22,018) | |||||||||||
Dividends paid | (78,465) | (76,465) | (60,624) | |||||||||||
Other, net | (10,614) | (9,208) | (819) | |||||||||||
Proceeds from sale of minority ownership interest in Premion | — | 14,000 | — | |||||||||||
Net cash (used for) provided by financing activities | (416,335) | (734,051) | 1,159,539 | |||||||||||
Increase (decrease ) in cash | 16,021 | 11,564 | (106,458) | |||||||||||
Balance of cash at beginning of year | 40,968 | 29,404 | 135,862 | |||||||||||
Balance of cash at end of year | $ | 56,989 | $ | 40,968 | $ | 29,404 | ||||||||
Supplemental cash flow information: | ||||||||||||||
Cash paid for income taxes, net of refunds | $ | 179,164 | $ | 84,889 | $ | 84,045 | ||||||||
Cash paid for interest | $ | 179,803 | $ | 200,766 | $ | 186,086 |
In thousands of dollars, except per share data | ||||||||||||||||||||||||||
TEGNA Inc. Shareholders’ Equity | ||||||||||||||||||||||||||
Redeemable noncontrolling interest | Common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income (loss) | Treasury stock | Total | ||||||||||||||||||||
Balance as of Dec. 31, 2018 | $ | — | $ | 324,419 | $ | 301,352 | $ | 6,429,512 | $ | (136,511) | $ | (5,577,848) | $ | 1,340,924 | ||||||||||||
Net Income | — | — | — | 286,235 | — | — | 286,235 | |||||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | — | (6,086) | — | (6,086) | |||||||||||||||||||
Total comprehensive income | 280,149 | |||||||||||||||||||||||||
Dividends declared: $0.28 per share | — | — | — | (60,659) | — | — | (60,659) | |||||||||||||||||||
Company stock 401(k) contribution | — | — | (23,090) | — | — | 32,648 | 9,558 | |||||||||||||||||||
Stock-based awards activity | — | — | (51,990) | — | — | 51,170 | (820) | |||||||||||||||||||
Stock-based compensation | — | — | 20,146 | — | — | — | 20,146 | |||||||||||||||||||
Other activity | — | — | 1,079 | — | — | — | 1,079 | |||||||||||||||||||
Balance as of Dec. 31, 2019 | $ | — | $ | 324,419 | $ | 247,497 | $ | 6,655,088 | $ | (142,597) | $ | (5,494,030) | $ | 1,590,377 | ||||||||||||
Net Income (loss) | (15) | — | — | 482,778 | — | — | 482,778 | |||||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | — | 21,521 | — | 21,521 | |||||||||||||||||||
Total comprehensive income | 504,299 | |||||||||||||||||||||||||
Dividends declared: $0.28 per share | — | — | — | (61,278) | — | — | (61,278) | |||||||||||||||||||
Company stock 401(k) contribution | — | — | (71,808) | — | — | 88,277 | 16,469 | |||||||||||||||||||
Stock-based awards activity | — | — | (80,805) | — | — | 71,598 | (9,207) | |||||||||||||||||||
Stock-based compensation | — | — | 20,306 | — | — | — | 20,306 | |||||||||||||||||||
Sale of minority interest in Premion | 14,000 | — | — | — | — | — | — | |||||||||||||||||||
Adjustment of redeemable noncontrolling interest to redemption value | 948 | — | — | (948) | — | — | (948) | |||||||||||||||||||
Other activity | — | — | (1,923) | — | — | — | (1,923) | |||||||||||||||||||
Balance as of Dec. 31, 2020 | $ | 14,933 | $ | 324,419 | $ | 113,267 | $ | 7,075,640 | $ | (121,076) | $ | (5,334,155) | $ | 2,058,095 | ||||||||||||
Net Income | 1,242 | — | — | 476,955 | — | — | 476,955 | |||||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | — | 23,860 | — | 23,860 | |||||||||||||||||||
Total comprehensive income | 500,815 | |||||||||||||||||||||||||
Dividends declared: $0.36 per share | — | — | — | (78,466) | — | — | (78,466) | |||||||||||||||||||
Company stock 401(k) contribution | — | — | (32,777) | (14,795) | — | 64,714 | 17,142 | |||||||||||||||||||
Stock-based awards activity | — | — | (85,436) | — | — | 74,823 | (10,613) | |||||||||||||||||||
Stock-based compensation | — | — | 31,515 | — | — | — | 31,515 | |||||||||||||||||||
Adjustment of redeemable noncontrolling interest to redemption value | (46) | — | — | 46 | — | — | 46 | |||||||||||||||||||
Other activity | — | — | 1,372 | — | — | — | 1,372 | |||||||||||||||||||
Balance as of Dec. 31, 2021 | $ | 16,129 | $ | 324,419 | $ | 27,941 | $ | 7,459,380 | $ | (97,216) | $ | (5,194,618) | $ | 2,519,906 | ||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||
Subscription | $ | 1,466,433 | $ | 1,286,611 | $ | 1,005,030 | ||||||||||||||
Advertising & Marketing Services | 1,428,082 | 1,174,774 | 1,226,607 | |||||||||||||||||
Political | 60,573 | 445,535 | 38,478 | |||||||||||||||||
Other | 36,005 | 30,860 | 29,382 | |||||||||||||||||
Total revenues | $ | 2,991,093 | $ | 2,937,780 | $ | 2,299,497 |
Component | Description | Performance Considerations | Pay Objective | |||||
PERFORMANCE SHARES | Long-term equity grants which vest based on the Company’s Adjusted EBITDA and Free Cash Flow as a % of Revenue performance over a two-year period compared to preset targets set by the Committee. | Based on the measurement of the Company’s performance against two important financial metrics on which the Company focuses from a strategic growth perspective. The value of awards is also tied to the Company’s share price performance during the 3-year vesting period. | Reward longer-term performance in attaining Company performance goals, which in turn drives shareholder value creation; align the interests of executives with those of shareholders; and promote retention and foster stock ownership. | |||||
RESTRICTED STOCK UNITS (RSUs) | Long-term equity grants which provide for the delivery of shares of common stock subject to continued employment. | Alignment with shareholders through Company share price performance and the creation of shareholder value. | Align the interests of executives with those of shareholders, promote retention and foster stock ownership. |
EXECUTIVE | 2021 BASE SALARY | |||
Mr. Lougee | $ | 975,000 | ||
Ms. Harker | $ | 700,000 | ||
Ms. Beall | $ | 620,000 | ||
Mr. Harrison | $ | 450,000 |
EXECUTIVE | BASE SALARY | TARGET PERCENTAGE OF BASE SALARY | BONUS GUIDELINE AMOUNT | |||||||||
Mr. Lougee | $ | 975,000 | 120 | % | $ | 1,170,000 | ||||||
Ms. Harker | $ | 700,000 | 100 | % | $ | 700,000 | ||||||
Ms. Beall | $ | 620,000 | 100 | % | $ | 620,000 | ||||||
Mr. Harrison | $ | 450,000 | 70 | % | $ | 315,000 |
David T. Lougee, President and Chief Executive Officer | ||
2021 Goals: The Committee evaluated Mr. Lougee’s 2021 performance using a scorecard that measures Mr. Lougee’s results against financial and non-financial KPIs, with the financial andnon-financial KPIs each assigned an overall 50% weighting by the Committee. Mr. Lougee’s financial KPIs included EBITDA and revenue targets, with the EBITDA target weighted at 35% and the revenue target weighted at 15%. In assessing Mr. Lougee’s financial goals, the Committee also took into account the Company’s strong overall financial performance for the year.Mr. Lougee’s non-financial goals included strategic goals relating to driving long-term growth for the Company (taking into account anticipated market forces and dynamics), the Company’s 2021 business priorities (key business initiatives critical to the Company during 2021), and the Company’s 2021 people goals (building the organization with capabilities and a culture for the future, including diversity and inclusion goals). Thesenon-financial goals were weighted as follows: strategic (25%), business priorities (15%) and people (10%). The Committee also assessed Mr. Lougee’s performance in the context of the core CEO responsibility to serve as the Company’s chief spokesperson and effectively communicate with all of the Company’s stakeholders, including its shareholders, employees, customers, Board of Directors and community and industry groups. | ||
2021 Performance Highlights and Accomplishment of 2021 Goals: During 2021, Mr. Lougee led the Company to record full-year revenue and EBITDA well above plan despite the absence of $385 million of incremental political revenue achieved in 2020, continued to successfully navigate the Company through the disruptions and challenges caused by the ongoing COVID-19 pandemic, drove the successful negotiation of the Company’s merger agreement with an affiliate of Standard General and certain other parties and retransmission agreements, and continued to strengthen the Company’s commitment to diversity, equity and inclusion. Mr. Lougee’s annual bonus for 2021 reflected these accomplishments as well as the Committee’s assessment of the performance of his duties and his achievement of the following KPIs: | ||
Financial KPIs | • Achieved the Company’s full year Adjusted EBITDA of $948 million * , exceeding his EBITDA KPI.• Achieved record full-year revenue of $3.0 billion, up two percent year-over-year and exceeding his revenue KPI, driven by record subscription and AMS revenues more than offsetting the absence of $385 million of incremental political advertising achieved in 2020, including: • Record subscription revenue of $1.5 billion, up 14 percent year-over-year in spite of the interruption of service with DISH • AMS revenue was a record $1.4 billion, up 22 percent year-over-year. | |
Non-financial KPIs: Strategic and Business | • Successfully led negotiations that culminated in entering into a definitive agreement pursuant to which the Company will be acquired by an affiliate of Standard General for $24.00 per share in cash, subject to stockholder and regulatory approvals, and other customary closing conditions. • Completed the acquisition and successful integration of Locked On Podcasting Network. • Successfully led the Company’s negotiations of comprehensive retransmission consent agreements representing approximately 30 percent of the Company’s subscribers. • Oversaw Premion’s achievement of more than 40% percent growth in 2021 relative to 2020 despite the absence of political revenue and the ongoing weakness in the auto category due to supply chain issues. • Continued to execute on the Company’s expense savings plan, ending the year with expenses coming in just under plan. |
Non-financial KPIs: People | • Oversaw the Company’s progress on its 2025 diversity, equity and inclusion goals, which the Company is on track to achieve ahead of schedule. • Delivered a first-of-its-kind • Expanded the Company’s initiatives to identify and develop its internal talent, including expanding the Producer-in-Residence • Continued to make progress on the Company’s leadership succession and development plans. |
* | Reconciliation of the following non-GAAP financial measure to the Company’s results as reported under accounting principles generally accepted in the United States may be found in the Company’s Form10-K, filed: adjusted EBITDA – page 35. |
Victoria D. Harker, Executive Vice President and Chief Financial Officer | ||
2021 Goals: The Committee evaluated Ms. Harker’s 2021 performance using financial and non-financial KPIs it developed in consultation with Mr. Lougee. Ms. Harker’s financial KPIs included, among other things, budget targets, Adjusted EBITDA, effective tax rate, earnings per share and external audit fees.Ms. Harker’s non-financial goals included, without limitation, the continued transformation of the Company’s finance function, capital allocation, strategic transactions, cost restructuring, and people goals relating to hiring and promotion, racial and gender diversity and succession planning. | ||
2021 Performance Highlights and Key Accomplishments: Ms. Harker delivered a strong performance in 2021 during which she and her finance team supported achievement of the Company’s strong financial performance, supported shareholder value creation through efficient capital allocation decisions, including the Company’s increase of its quarterly dividend, continued to actively manage and implement expense reductions, supported the successful negotiation of retransmission agreements, drove the Company’s strong pension plan investment results and identified new areas of investment opportunity for the Company. Her annual bonus for 2021 reflected the Committee’s assessment of her and the Company’s performance, including her achievement of the following KPIs: | ||
Financial KPIs | • Achieved the Company’s full year Adjusted EBITDA of $948 million*, exceeding her EBITDA KPI. • Supported achievement of the Company’s 2021 budget targets, including its expense savings target, through accurate and timely forecasting. • Achieved the Company’s full year earnings per share budget. | |
Non-financial KPIs: Strategic and Business Goals | • Working with external financial advisors, provided strategic transaction support in connection with various potential sale scenarios relating to the Company. • Drove the work behind increasing the Company’s quarterly dividend by approximately 36%. • Successfully launched finance-specific work on various large-scale requests for proposals, with a focus on lowering costs as well as diversity objectives. • Began the transition of the Company’s financial transaction processing organization | |
Non-financial KPIs: People Goals | • In collaboration with Mr. Lougee and the Company’s chief human resources officer, developed and began executing against a succession and development plan for the finance team, including a development plan for her successor. • Re-aligned the Company’s corporate financial planning and analysis team to support the Company’s strategic goals and 2021 operating plan. |
* | Reconciliation of the following non-GAAP financial measure to the Company’s results as reported under accounting principles generally accepted in the United States may be found in the Company’s Form10-K, filed: adjusted EBITDA – page 35. |
Lynn Beall, Executive Vice President and Chief Operating Officer – Media Operations | ||
2021 Goals: The Committee evaluated Ms. Beall’s 2021 performance using financial and non-financial KPIs it developed in consultation with Mr. Lougee. Ms. Beall’s financial KPIs included, among other things, goals relating to net income before taxes and revenue, including Premion revenue.Ms. Beall’s non-financial goals included, without limitation, audience growth, content transformation, retransmission and network affiliation agreement negotiations, optimization of the Company’s sale organization, and people goals relating to talent and culture, racial and gender diversity and succession planning. | ||
2021 Performance Highlights and Key Accomplishments: In 2021, while overseeing one of the most geographically diverse broadcast groups in the United States, Ms. Beall led the Company’s media operations through another historic news cycle that included a continuing global pandemic, an insurrection at the U.S. Capitol, coverage of extreme weather events, and emotional trial coverage sparked by the 2020 demonstrations for racial justice. Despite these and other challenges, the Company’s media operation realized strong results across the board under her leadership, driven by a strategic plan that focused on people, content and sales. Ms. Beall’s annual bonus for 2021 reflected the Committee’s assessment of her and the Company’s performance, including her achievement of the following KPIs: | ||
Financial KPIs | Drove the Company’s record Media Operations revenue, also meeting her budget goal with respect to Media Operations net income before taxes and total Media Operations expense savings, while nearly meeting her goal with respect to subscription revenue despite of the impact of the interruption of service with DISH. | |
Non-financial KPIs: Strategic and Business Goals | • Successfully led the Company’s negotiations of comprehensive retransmission consent agreements representing approximately 30 percent of the Company’s subscribers. • Oversaw the Company’s continuing progress on its TEGNA Sales One Team initiative, moving additional billings to its national sales team with improved cost efficiencies. • Implemented a regular momentum tracking study to hold the Company’s television stations accountable to positive product improvement. • The Company continued to be the most awarded and celebrated local news operation for quality journalism, receiving 10 national Edward R. Murrow awards and three of four local news Peabody nominations in 2021. | |
Non-financial KPIs: People Goals | • Oversaw the rollout of the Company’s inclusive journalism training program for all content employees and audits for each newsroom’s products. • Through her succession planning and development efforts, oversaw the promotion of six diverse internal candidates into the position of station general manager. • Remained on track to achieve the 2025 diversity, equity and inclusion goals relating to the Company’s content leadership and content teams. |
Akin S. Harrison, Senior Vice President and General Counsel | ||
2021 Goals: The Committee evaluated Mr. Harrison’s 2021 performance using financial and non-financial KPIs it developed in consultation with Mr. Lougee. Mr. Harrison’s financial KPIs included managing the law department’s budget and total Company outside legal fees.Mr. Harrison’s non-financial goals included providing legal counsel and leadership in support of the Company’s purpose, strategic transactions, negotiations and compliance efforts, leadership for the Company’s ethics standards and initiatives, legal support in connection with the Company’s contested director election, and people goals relating to diversity and inclusion and leadership development. | ||
2021 Performance Highlights and Key Accomplishments: In 2021, Mr. Harrison continued to effectively manage the law department and he and his team successfully managed a wide variety of legal matters for the Company, including a contested director election, FCC compliance, company-wide contracts, internal investigations, and antitrust and First Amendment matters. Mr. Harrison’s annual bonus for 2021 reflected the Committee’s assessment of his and the Company’s performance, including his achievement of the following KPIs: | ||
Financial KPIs | Continued to successfully manage the legal department’s budget and total Company outside legal fees, enabling him to exceed his KPIs in each area for the year. | |
Non-financial KPIs: Strategic and Business Goals | • Provided legal counsel and coordinated with outside counsel and the Company’s advisor team in connection with the Board’s evaluation of unsolicited acquisition proposals. • Supported the Company’s negotiations of comprehensive retransmission consent agreements representing approximately 30 percent of the Company’s subscribers. • Oversaw the Company’s legal compliance program, including ethics and antitrust training sessions. • Worked with a multi-functional team to oversee the Company’s efforts to take an inventory of its scope 1, 2 and 3 greenhouse gas emissions. | |
Non-financial KPIs: People Goals | • Continued to take steps to develop the members of the legal department, including the promotion of a team member to corporate secretary. • Continued to support company-wide diversity and inclusion initiatives as an executive sponsor of the Company’s diversity and inclusion working group. |
EXECUTIVE | BONUS | |||
Mr. Lougee | $ | 1,450,000 | ||
Ms. Harker | $ | 880,000 | ||
Ms. Beall | $ | 775,000 | ||
Mr. Harrison | $ | 430,000 |
EXECUTIVE | 2021 BASE SALARY | LONG TERM- AWARD TARGET PERCENTAGE | TOTAL LONG- TERM AWARD TARGET VALUE | |||||||||
Mr. Lougee | $ | 975,000 | 450 | % | $ | 4,387,500 | ||||||
Ms. Harker | $ | 700,000 | 200 | % | $ | 1,400,000 | ||||||
Ms. Beall | $ | 620,000 | 185 | % | $ | 1,147,000 | ||||||
Mr. Harrison | $ | 450,000 | 185 | % | $ | 832,500 |
EXECUTIVE | PERFORMANCE SHARES (TARGET #) | RSUs | ||||||
Mr. Lougee | 176,610 | 75,086 | ||||||
Ms. Harker | 44,278 | 35,938 | ||||||
Ms. Beall | 36,277 | 29,444 | ||||||
Mr. Harrison | 26,330 | 21,371 |
Performance Metric | Weighting(1) | Description | ||||||
Adjusted EBITDA | 2/3 | Compares, in percentage form, (1) the sum of the actual Adjusted EBITDA generated by the Company in each of the two applicable fiscal years, to (2) the sum of the target budgeted amounts of Adjusted EBITDA set by the Committee in connection with its annual budget review process for such fiscal years. | ||||||
Free Cash Flow as a Percentage of Revenue | 1/3 | |||||||
Compares, in percentage form, (1) the aggregate amount of Free Cash Flow generated by the Company in the two applicable fiscal years measured as a percentage of | ||||||||
total Company revenues set by the Committee in connection with its annual budget review process for such fiscal years. |
(1) | The Performance Shares place a higher weighting on Adjusted EBITDA given the importance of meeting our profitability expectations. |
Gross | Accumulated Amortization | Net | ||||||||||||||||||
Dec. 31, 2021 | ||||||||||||||||||||
Indefinite-lived intangibles: | ||||||||||||||||||||
Television and radio station FCC broadcast licenses | $ | 2,123,898 | $ | — | $ | 2,123,898 | ||||||||||||||
Amortizable intangible assets: | ||||||||||||||||||||
Retransmission agreements | 235,215 | (168,439) | 66,776 | |||||||||||||||||
Network affiliation agreements | 309,503 | (97,195) | 212,308 | |||||||||||||||||
Other | 71,465 | (32,959) | 38,506 | |||||||||||||||||
Total indefinite-lived and amortizable intangible assets | $ | 2,740,081 | $ | (298,593) | $ | 2,441,488 | ||||||||||||||
Dec. 31, 2020 | ||||||||||||||||||||
Indefinite-lived intangibles: | ||||||||||||||||||||
Television and radio station FCC broadcast licenses | $ | 2,123,898 | $ | — | $ | 2,123,898 | ||||||||||||||
Amortizable intangible assets: | ||||||||||||||||||||
Retransmission agreements | 235,215 | (138,928) | 96,287 | |||||||||||||||||
Network affiliation agreements | 309,503 | (72,694) | 236,809 | |||||||||||||||||
Other | 70,610 | (23,960) | 46,650 | |||||||||||||||||
Total indefinite-lived and amortizable intangible assets | $ | 2,739,226 | $ | (235,582) | $ | 2,503,644 |
2022 | $ | 59,882 | ||||||
2023 | 53,467 | |||||||
2024 | 47,293 | |||||||
2025 | 28,468 | |||||||
2026 | 24,431 | |||||||
Thereafter | 104,049 | |||||||
Total | $ | 317,590 |
Dec. 31, | |||||||||||
2021 | 2020 | ||||||||||
Cash value life insurance | 53,189 | 52,883 | |||||||||
Available-for-sale debt security | $ | 23,800 | $ | 3,000 | |||||||
Equity method investments | 21,986 | 32,067 | |||||||||
Other equity investments | 20,331 | 20,271 | |||||||||
Deferred debt issuance costs | 5,805 | 9,378 | |||||||||
Other long-term assets | 27,397 | 18,620 | |||||||||
Total | $ | 152,508 | $ | 136,219 |
2021 | Current | Deferred | Total | ||||||||||||||
Federal | $ | 114,255 | $ | 15,400 | $ | 129,655 | |||||||||||
State and other | 11,310 | (5,484) | 5,826 | ||||||||||||||
Total | $ | 125,565 | $ | 9,916 | $ | 135,481 |
2020 | Current | Deferred | Total | ||||||||||||||
Federal | $ | 123,882 | $ | 4,532 | $ | 128,414 | |||||||||||
State and other | 21,878 | 4,001 | 25,879 | ||||||||||||||
Total | $ | 145,760 | $ | 8,533 | $ | 154,293 |
2019 | Current | Deferred | Total | ||||||||||||||
Federal | $ | 59,791 | $ | 21,345 | $ | 81,136 | |||||||||||
State and other | 7,567 | 719 | 8,286 | ||||||||||||||
Total | $ | 67,358 | $ | 22,064 | $ | 89,422 |
2021 | 2020 | 2019 | |||||||||||||||
U.S. statutory tax rate | 21.0% | 21.0% | 21.0% | ||||||||||||||
Increase (decrease) in taxes resulting from: | |||||||||||||||||
State taxes (net of federal income tax benefit) | 2.6 | 3.3 | 3.1 | ||||||||||||||
Uncertain tax positions, settlements and lapse of statutes of limitations | 0.3 | (0.1) | (1.6) | ||||||||||||||
Other valuation allowances, tax rate changes, & deferred adjustments | (1.7) | (0.1) | (1.7) | ||||||||||||||
Valuation allowance on equity method investment | — | 0.4 | 1.7 | ||||||||||||||
Non-deductible transactions costs | 0.1 | — | 0.3 | ||||||||||||||
Net excess benefits or expense on share-based payments | (0.2) | (0.1) | 0.4 | ||||||||||||||
Other, net | — | (0.2) | 0.6 | ||||||||||||||
Effective tax rate | 22.1% | 24.2% | 23.8% |
Dec. 31, | |||||||||||
2021 | 2020 | ||||||||||
Deferred tax liabilities | |||||||||||
Accelerated depreciation | $ | 67,697 | $ | 67,479 | |||||||
Accelerated amortization of deductible intangibles | 534,438 | 536,740 | |||||||||
Right-of-use assets for operating leases | 21,648 | 24,220 | |||||||||
Other | 3,792 | 3,322 | |||||||||
Total deferred tax liabilities | 627,575 | 631,761 | |||||||||
Deferred tax assets | |||||||||||
Accrued compensation costs | 24,147 | 18,559 | |||||||||
Pension and post-retirement medical and life | 17,400 | 25,523 | |||||||||
Loss carryforwards | 31,841 | 38,348 | |||||||||
Operating lease liabilities | 22,582 | 25,319 | |||||||||
Other | 25,160 | 37,239 | |||||||||
Total deferred tax assets | 121,130 | 144,988 | |||||||||
Deferred tax asset valuation allowance | 41,929 | 43,467 | |||||||||
Total net deferred tax (liabilities) | $ | (548,374) | $ | (530,240) |
2021 | 2020 | 2019 | |||||||||||||||
Beginning at beginning of period | $ | 43,467 | $ | 45,661 | $ | 125,894 | |||||||||||
Additions to valuation allowance | 6,108 | 3,719 | 9,545 | ||||||||||||||
Reductions to valuation allowance | (7,646) | (5,913) | (89,778) | ||||||||||||||
Balance at the end of the period | $ | 41,929 | $ | 43,467 | $ | 45,661 |
2021 | 2020 | 2019 | |||||||||||||||
Change in unrecognized tax benefits | |||||||||||||||||
Balance at beginning of year | $ | 7,435 | $ | 8,050 | $ | 12,843 | |||||||||||
Additions for tax positions of prior years | 1,363 | 630 | — | ||||||||||||||
Reductions for tax positions of prior years | — | — | (959) | ||||||||||||||
Settlements | — | — | (288) | ||||||||||||||
Reductions due to lapse of statutes of limitations | (602) | (1,245) | (3,546) | ||||||||||||||
Balance as of end of year | $ | 8,196 | $ | 7,435 | $ | 8,050 |
Dec. 31, | |||||||||||
2021 | 2020 | ||||||||||
Borrowings under revolving credit facility expiring August 2024 | $ | 166,000 | $ | 355,000 | |||||||
Unsecured notes bearing fixed rate interest at 5.50% due September 2024 | — | 137,000 | |||||||||
Unsecured notes bearing fixed rate interest at 4.75% due March 2026 | 550,000 | 550,000 | |||||||||
Unsecured notes bearing fixed rate interest at 7.75% due June 2027 | 200,000 | 200,000 | |||||||||
Unsecured notes bearing fixed rate interest at 7.25% due September 2027 | 240,000 | 240,000 | |||||||||
Unsecured notes bearing fixed rate interest at 4.625% due March 2028 | 1,000,000 | 1,000,000 | |||||||||
Unsecured notes bearing fixed rate interest at 5.00% due September 2029 | 1,100,000 | 1,100,000 | |||||||||
Total principal long-term debt | 3,256,000 | 3,582,000 | |||||||||
Debt issuance costs | (31,378) | (36,595) | |||||||||
Unamortized premiums and discounts, net | 7,348 | 7,815 | |||||||||
Total long-term debt | $ | 3,231,970 | $ | 3,553,220 | |||||||
Repayment schedule of principal long-term debt as of Dec. 31, 2021 | |||||
2022 | $ | — | |||
2023 | — | ||||
2024 (1) | 166,000 | ||||
2025 | — | ||||
2026 | 550,000 | ||||
Thereafter | 2,540,000 | ||||
Total | $ | 3,256,000 |
2021 | 2020 | 2019 | |||||||||
Service cost-benefits earned during the period | $ | 2 | $ | 7 | $ | 8 | |||||
Interest cost on benefit obligation | 15,887 | 19,487 | 23,066 | ||||||||
Expected return on plan assets | (34,679) | (31,058) | (26,320) | ||||||||
Amortization of prior service cost | 90 | 90 | 90 | ||||||||
Amortization of actuarial loss | 4,952 | 6,207 | 6,123 | ||||||||
Pension payment timing related charge | 946 | — | 686 | ||||||||
(Income from) expense for company-sponsored retirement plans | $ | (12,802) | $ | (5,267) | $ | 3,653 |
Dec. 31, | ||||||||
2021 | 2020 | |||||||
Change in benefit obligations | ||||||||
Benefit obligations as of beginning of year | $ | 646,662 | $ | 613,695 | ||||
Service cost | 2 | 7 | ||||||
Interest cost | 15,887 | 19,487 | ||||||
Actuarial (gain)/loss | (18,246) | 48,491 | ||||||
Benefits paid | (35,874) | (35,018) | ||||||
Settlements (1) | (2,597) | — | ||||||
Benefit obligations as of end of year | $ | 605,834 | $ | 646,662 | ||||
Change in plan assets | ||||||||
Fair value of plan assets as of beginning of year | $ | 552,996 | $ | 479,735 | ||||
Actual gains return on plan assets | 20,896 | 103,146 | ||||||
Employer contributions | 6,337 | 5,133 | ||||||
Benefits paid | (35,874) | (35,018) | ||||||
Settlements (1) | (2,597) | — | ||||||
Fair value of plan assets as of end of year | $ | 541,758 | $ | 552,996 | ||||
Funded status as of end of year | $ | (64,076) | $ | (93,666) | ||||
Amounts recognized in Consolidated Balance Sheets | ||||||||
Accrued liabilities other—current | $ | (6,013) | $ | (7,758) | ||||
Pension liabilities—non-current | $ | (58,063) | $ | (85,908) | ||||
(1) Settlements represent lump sum benefit payments to certain SERP plan participants. When aggregate lump sums exceed the settlement threshold, pension payment timing related charges are incurred, and the lump sum payments prompting the charge are shown on a separate line from other benefit payments. |
Fair Value of Plan Assets | Benefit Obligation | Funded Status | |||||||||
TRP | $ | 541,758 | $ | 543,029 | $ | (1,271) | |||||
SERP (1) | 0 | 62,444 | (62,444) | ||||||||
All other | 0 | 361 | (361) | ||||||||
Total | $ | 541,758 | $ | 605,834 | $ | (64,076) |
Dec. 31, | ||||||||
2021 | 2020 | |||||||
Accumulated benefit obligation | $ | 605,817 | $ | 646,644 | ||||
Fair value of plan assets | $ | 541,758 | $ | 552,996 |
Dec. 31, | ||||||||
2021 | 2020 | |||||||
Projected benefit obligation | $ | 605,834 | $ | 646,662 | ||||
Fair value of plan assets | $ | 541,758 | $ | 552,996 |
Dec. 31, | ||||||||
2021 | 2020 | |||||||
Net actuarial losses | $ | (148,696) | $ | (159,057) | ||||
Prior service cost | (1,617) | (1,707) | ||||||
Amounts in accumulated other comprehensive loss | $ | (150,313) | $ | (160,764) |
2021 | 2020 | 2019 | |||||||||
Current year net actuarial gain (loss) | $ | 4,463 | $ | 23,597 | $ | (13,060) | |||||
Amortization of actuarial loss | 4,952 | 6,207 | 6,123 | ||||||||
Amortization of previously deferred prior service costs | 90 | 91 | 90 | ||||||||
Pension payment timing related charges | 946 | — | 686 | ||||||||
Total | $ | 10,451 | $ | 29,895 | $ | (6,161) |
2021 | 2020 | 2019 | |||||||||||||||
Discount rate | 2.54% | 3.29% | 4.34% | ||||||||||||||
Expected return on plan assets | 6.50% | 6.75% | 6.75% |
Dec. 31, | |||||||||||
2021 | 2020 | ||||||||||
Discount rate | 2.89% | 2.54% |
Target Allocation | Allocation of Plan Assets | ||||||||||||||||
2022 | 2021 | 2020 | |||||||||||||||
Equity securities | 14 | % | 10 | % | 47 | % | |||||||||||
Debt securities | 86 | % | 86 | % | 50 | % | |||||||||||
Other (including hedge funds and private real estate) | — | % | 4 | % | 3 | % | |||||||||||
Total | 100 | % | 100 | % | 100 | % |
2022 | $ | 42,856 | |||
2023 | $ | 39,907 | |||
2024 | $ | 39,852 | |||
2025 | $ | 40,302 | |||
2026 | $ | 39,965 | |||
2027 through 2031 | $ | 184,331 |
Dec. 31, | ||||||||
2021 | 2020 | |||||||
Assets | ||||||||
Right-of-use assets for operating leases | $ | 87,279 | $ | 97,190 | ||||
Liabilities | ||||||||
Operating lease liabilities (current)1 | $ | 11,867 | $ | 12,250 | ||||
Operating lease liabilities (non-current) | 88,970 | 99,337 | ||||||
Total operating lease liabilities | $ | 100,837 | $ | 111,587 | ||||
(1) Current operating lease liabilities are included within the other accrued liabilities line item of the Consolidated Balance Sheets. | ||||||||
Future Period | Cash Payments | ||||||||||
2022 | $ | 17,445 | |||||||||
2023 | 16,485 | ||||||||||
2024 | 14,596 | ||||||||||
2025 | 12,197 | ||||||||||
2026 | 11,543 | ||||||||||
Thereafter | 55,459 | ||||||||||
Total lease payments | 127,725 | ||||||||||
Less: amount of lease payments representing interest | 26,888 | ||||||||||
Present value of lease liabilities | $ | 100,837 | |||||||||
Pension Plan Assets | |||||||||||||||||||||||
Fair value measurement as of Dec. 31, 2021 | |||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
Assets: | |||||||||||||||||||||||
Cash and other | $ | 544 | $ | — | $ | — | $ | 544 | |||||||||||||||
Corporate stock | 25,324 | — | — | 25,324 | |||||||||||||||||||
Interest in registered investment companies | 6,239 | — | — | 6,239 | |||||||||||||||||||
Total | $ | 32,107 | $ | — | $ | — | $ | 32,107 | |||||||||||||||
Pension plan investments valued using net asset value as a practical expedient: | |||||||||||||||||||||||
Common collective trust - equities | $ | 22,356 | |||||||||||||||||||||
Common collective trust - fixed income | 465,842 | ||||||||||||||||||||||
Hedge fund | 19,156 | ||||||||||||||||||||||
Partnership/joint venture interests | 2,297 | ||||||||||||||||||||||
Total fair value of plan assets | $ | 541,758 |
Fair value measurement as of Dec. 31, 2020 | |||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
Assets: | |||||||||||||||||||||||
Cash and other | $ | 1,310 | $ | — | $ | — | $ | 1,310 | |||||||||||||||
Corporate stock | 109,088 | — | — | 109,088 | |||||||||||||||||||
Interest in registered investment companies | 71,000 | — | — | 71,000 | |||||||||||||||||||
Total | $ | 181,398 | $ | — | $ | — | $ | 181,398 | |||||||||||||||
Pension plan investments valued using net asset value as a practical expedient: | |||||||||||||||||||||||
Common collective trust - equities | $ | 96,447 | |||||||||||||||||||||
Common collective trust - fixed income | 252,426 | ||||||||||||||||||||||
Hedge fund | 18,033 | ||||||||||||||||||||||
Partnership/joint venture interests | 4,692 | ||||||||||||||||||||||
Total fair value of plan assets | $ | 552,996 |
2021 | 2020 | 2019 | |||||||||||||||
Net income | $ | 478,197 | $ | 482,763 | $ | 286,235 | |||||||||||
Net (income) loss attributable to noncontrolling interest | (1,242) | 15 | — | ||||||||||||||
Adjustment of redeemable noncontrolling interest to redemption value | 46 | (948) | — | ||||||||||||||
Earnings available to common shareholders | $ | 477,001 | $ | 481,830 | $ | 286,235 | |||||||||||
Weighted average number of common shares outstanding - basic | 221,504 | 219,232 | 217,138 | ||||||||||||||
Effect of dilutive securities | |||||||||||||||||
Restricted stock | 736 | 246 | 461 | ||||||||||||||
Performance share units | 230 | 254 | 346 | ||||||||||||||
Stock options | 1 | 1 | 32 | ||||||||||||||
Weighted average number of common shares outstanding - diluted | 222,471 | 219,733 | 217,977 | ||||||||||||||
Earnings per share - basic | $ | 2.15 | $ | 2.20 | $ | 1.32 | |||||||||||
Earnings per share - diluted | $ | 2.14 | $ | 2.19 | $ | 1.31 |
2021 | 2020 | 2019 | |||||||||||||||
RSUs | $ | 12,806 | $ | 11,686 | $ | 9,699 | |||||||||||
PSAs | 18,709 | 8,620 | 9,277 | ||||||||||||||
PSUs | — | — | 1,170 | ||||||||||||||
Total stock-based compensation | 31,515 | 20,306 | 20,146 | ||||||||||||||
Total income tax benefit | 8,082 | 4,297 | 4,354 | ||||||||||||||
Stock-based compensation net of tax | $ | 23,433 | $ | 16,009 | $ | 15,792 |
2021 | 2020 | 2019 | |||||||||||||||||||||||||||||||||
RSU Activity | Shares | Weighted average fair value | Shares | Weighted average fair value | Shares | Weighted average fair value | |||||||||||||||||||||||||||||
Unvested at beginning of year | 2,614,654 | $ | 13.09 | 2,132,936 | $ | 13.22 | 1,567,704 | $ | 14.65 | ||||||||||||||||||||||||||
Granted | 1,282,636 | 17.83 | 1,416,300 | 13.39 | 1,356,848 | 13.09 | |||||||||||||||||||||||||||||
Vested | (899,282) | 13.21 | (738,159) | 14.03 | (581,479) | 16.31 | |||||||||||||||||||||||||||||
Canceled | (155,720) | 14.56 | (196,423) | 13.14 | (210,137) | 14.53 | |||||||||||||||||||||||||||||
Unvested at end of year | 2,842,288 | $ | 15.11 | 2,614,654 | $ | 13.09 | 2,132,936 | $ | 13.22 |
2021 | 2020 | 2019 | |||||||||||||||||||||||||||||||||
PSAs Activity | Target number of shares | Weighted average fair value | Target number of shares | Weighted average fair value | Target number of shares | Weighted average fair value | |||||||||||||||||||||||||||||
Unvested at beginning of year | 1,142,879 | $ | 12.87 | 698,482 | $ | 12.26 | 450,085 | $ | 12.05 | ||||||||||||||||||||||||||
Granted | 553,090 | 17.48 | 673,127 | 13.47 | 567,356 | 12.36 | |||||||||||||||||||||||||||||
Vested | (646,635) | 13.22 | (151,511) | 13.40 | (261,286) | 12.16 | |||||||||||||||||||||||||||||
Canceled | (33,901) | 14.20 | (77,219) | 12.50 | (57,673) | 12.08 | |||||||||||||||||||||||||||||
Unvested at end of year | 1,015,433 | $ | 15.04 | 1,142,879 | $ | 12.87 | 698,482 | $ | 12.26 |
2019 | ||||||||||||||||||||||||||
PSUs Activity | Target number of shares | Weighted average fair value | ||||||||||||||||||||||||
Unvested at beginning of year | 250,840 | $ | 23.92 | |||||||||||||||||||||||
Granted | — | — | ||||||||||||||||||||||||
Vested | (228,287) | 23.92 | ||||||||||||||||||||||||
Canceled | (22,553) | 23.92 | ||||||||||||||||||||||||
Unvested at end of year | — | $ | — |
2021 | Retirement Plans | Foreign Currency Translation (1) | Available-For-Sale Investment | Total | |||||||||||||||||||
Balance at beginning of year | $ | (120,979) | $ | (97) | — | $ | (121,076) | ||||||||||||||||
Other comprehensive gain before reclassifications | 3,316 | 552 | 15,419 | 19,287 | |||||||||||||||||||
Amounts reclassified from AOCL | 4,573 | — | — | 4,573 | |||||||||||||||||||
Balance at end of year | $ | (113,090) | $ | 455 | $ | 15,419 | $ | (97,216) |
2020 | Retirement Plans | Foreign Currency Translation (1) | Total | ||||||||||||||
Balance at beginning of year | $ | (142,398) | $ | (199) | $ | (142,597) | |||||||||||
Other comprehensive gain before reclassifications | 16,779 | 102 | 16,881 | ||||||||||||||
Amounts reclassified from AOCL | 4,640 | — | 4,640 | ||||||||||||||
Balance at end of year | $ | (120,979) | $ | (97) | $ | (121,076) |
2019 | Retirement Plans | Foreign Currency Translation (1) | Total | ||||||||||||||||||||
Balance at beginning of year | $ | (136,893) | $ | 382 | $ | (136,511) | |||||||||||||||||
Other comprehensive income (loss) before reclassifications | (10,339) | (581) | (10,920) | ||||||||||||||||||||
Amounts reclassified from AOCL | 4,834 | — | 4,834 | ||||||||||||||||||||
Balance at end of year | $ | (142,398) | $ | (199) | $ | (142,597) | |||||||||||||||||
2021 | 2020 | 2019 | |||||||||||||||
Amortization of prior service (credit) cost | $ | (481) | $ | (481) | $ | (481) | |||||||||||
Amortization of actuarial loss | 5,698 | 6,690 | 6,246 | ||||||||||||||
Pension payment timing related charges | 946 | — | 686 | ||||||||||||||
Total reclassifications, before tax | 6,163 | 6,209 | 6,451 | ||||||||||||||
Income tax effect | (1,590) | (1,569) | (1,617) | ||||||||||||||
Total reclassifications, net of tax | $ | 4,573 | $ | 4,640 | $ | 4,834 |
2021 | 2020 | 2019 | |||||||||||||||
Reimbursement of spectrum repacking | $ | (4,942) | $ | (13,180) | $ | (16,974) | |||||||||||
Property and equipment impairments (gains) | 1,095 | — | (2,880) | ||||||||||||||
Intangible asset impairments and other charges | — | 3,225 | 9,063 | ||||||||||||||
Contract termination and other costs related to national sales | 1,540 | — | 5,456 | ||||||||||||||
Total spectrum repacking reimbursements and other, net | $ | (2,307) | $ | (9,955) | $ | (5,335) |
Year | Programming Contracts | ||||
2022 | $ | 808,378 | |||
2023 | 527,113 | ||||
2024 | 10,224 | ||||
2025 | 4,371 | ||||
2026 | 2,823 | ||||
Thereafter | 398 | ||||
Total | $ | 1,353,307 |
Actual versus Target | Applicable Payout Percentage* | |||||||
Below Threshold (80%) | <80 | % | 0 | |||||
Threshold | 80 | % | 65 | % | ||||
Target | 100 | % | 100 | % | ||||
Maximum | 110 | % | 200 | % | ||||
Above Maximum | >110 | % | 200 | % |
* | The Applicable Payout Percentage is calculated using straight line interpolation for points between Threshold and Target and for points between Target and Maximum. |
Adjusted EBITDA | Cash Flow as a Percentage of Revenue | |||||||
2020-2021 Total: | $ | 1,963,771,000 | 19.5 | % 1 |
1 | Based on a Free Cash Flow target of $1,170,912,000 and a Revenue target of $5,996,027,000. |
Executive | 2020 Performance Shares | |||
Mr. Lougee | 325,794 | |||
Ms. Harker | 81,680 | |||
Ms. Beall | 66,919 | |||
Mr. Harrison | 45,945 |
Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | |||||||||||||||||||||
David T. Lougee | 2021 | 975,000 | 1,450,000 | 4,387,505 | 5,465 | 140,507 | 6,958,477 | |||||||||||||||||||||
(President and CEO) | 2020 | 915,986 | 1,146,500 | 4,387,505 | 70,994 | 192,401 | 6,713,385 | |||||||||||||||||||||
2019 | 950,000 | 1,225,000 | 3,324,995 | 100,646 | 186,105 | 5,786,746 | ||||||||||||||||||||||
Victoria D. Harker (Executive Vice President and Chief Financial Officer) | 2021 | 700,000 | 880,000 | 1,399,988 | 0 | 72,614 | 3,052,602 | |||||||||||||||||||||
2020 | 670,385 | 695,000 | 1,400,002 | 0 | 75,691 | 2,841,078 | ||||||||||||||||||||||
2019 | 700,000 | 780,000 | 1,400,003 | 0 | 72,414 | 2,952,417 | ||||||||||||||||||||||
Lynn Beall | 2021 | 620,000 | 775,000 | 1,147,010 | 0 | 115,580 | 2,657,590 | |||||||||||||||||||||
(Executive Vice President and COO - Media Operations) | 2020 | 587,077 | 605,000 | 1,146,990 | 664,106 | 113,778 | 3,116,951 | |||||||||||||||||||||
2019 | 585,961 | 610,000 | 884,999 | 744,670 | 108,250 | 2,933,880 | ||||||||||||||||||||||
Akin S. Harrison | 2021 | 450,000 | 430,000 | 832,512 | 2,175 | 31,999 | 1,746,686 | |||||||||||||||||||||
(Senior Vice President and General Counsel) | 2020 | 425,385 | 312,500 | 787,502 | 5,004 | 31,022 | 1,561,413 | |||||||||||||||||||||
2019 | 425,000 | 300,000 | 531,253 | 8,086 | 25,555 | 1,289,894 |
(1) | The amounts reported in this column for 2020 reflect that in response to the COVID-19 pandemic senior Company executives, including each of the NEOs, accepted temporary salary reductions pursuant to which Mr. Lougee received a 25% temporary salary reduction and senior Company executives, including each of the NEOs other than Mr. Lougee, received a 20% temporary salary reduction during the second quarter of 2020. |
(2) | Amounts in this column represent the aggregate grant date fair value of Performance Share and RSU awards computed in accordance with Accounting Standards Codification 718, Compensation—Stock Compensation (“ASC 718”) based on the assumptions set forth in note 9 to the Company’s 2021 audited financial statements. The amounts reported in this column are not paid to or realized by the NEO. There can be no assurance that the ASC 718 amounts shown in this column will ever be realized by an executive officer. The value of grants of Performance Shares included above have been calculated assuming the target level of performance is met, which we consider to be the most probable outcome. If grants of Performance Shares were calculated assuming the maximum level of performance was met, the amounts shown in this column for Mr. Lougee would be: 2021: $7,458,753; 2020: $7,458,760; 2019: $5,486,240; for Ms. Harker: 2021: $2,169,982; 2020: $2,169,998; 2019: $2,170,007; for Ms. Beall: 2021: $1,777,867; 2020: $1,777,836; 2019: $1,371,748; and for Mr. Harrison: 2021: $1,290,391; 2020: $1,220,626; and 2019: $823,443. |
(3) | Amounts in this column represent the aggregate increase, if any, of the accumulated benefit liability relating to the NEO under the TRP and the SERP in the applicable fiscal year. Amounts are calculated by comparing values as of the pension plan measurement date used for the Company’s financial statements for the applicable fiscal years. The Company uses the same assumptions it uses for financial reporting under generally accepted accounting principles with the exception of retirement age, pre-retirement mortality and probability of terminating employment prior to retirement. The assumed retirement age for the above values is the earliest age at which an executive could retire without any benefit reduction due to age. The above values are calculated assuming each NEO survives to the assumed retirement age. The amounts reported in this column shown for Mr. Lougee include the accumulated benefit liability related to his legacy Belo Corp. pension benefit. The amounts reported in this column shown for Ms. Harker reflect the fact that she does not participate in the TRP or the SERP. |
(4) | Amounts for 2021 reported in this column include (i) life insurance premiums paid by the Company for Ms. Beall in the amount of $15,733 (for an explanation of the Company’s life insurance programs, see footnote 3 to the “Potential Payments to NEOs Upon Termination” table beginning on page 41 of this report); (ii) matching contributions of $11,600 to each of the respective 401(k) accounts of Mr. Lougee, Ms. Harker, Ms. Beall and Mr. Harrison; (iii) Company contributions into the DCP accounts of Mr. Lougee, Ms. Harker, Ms. Beall and Mr. Harrison in the amounts of $73,260, $44,200, $37,400, and $18,900, respectively (for an explanation of these payments, see the discussion of the TEGNA Deferred Compensation Plan beginning on page 37 of this report); (iv) premiums in the amount of $10,200 paid by the Company for supplemental medical coverage for Mr. Lougee and Ms. Beall; (v) other than for Ms. Harker and Mr. Harrison, a Company-provided automobile (beginning in 2012, the Company no longer provides this benefit to new senior executives), (vi) legal and financial services for Mr. Lougee and Ms. Beall; (vii) TEGNA Foundation grants to eligible charities recommended by Mr. Lougee and Ms. Harker of up to $15,000 annually (beginning in 2013, the Company no longer provides this benefit to new senior executives, including Ms. Beall and Mr. Harrison); and (viii) premiums paid by the Company for travel accident insurance for Mr. Lougee, Ms. Harker, Ms. Beall and Mr. Harrison in the amounts of $1,814, $1,814, $1,814 and $1,499, respectively. The NEOs also occasionally receive tickets to sporting events for personal use if the tickets are not needed for business use, for which the Company does not incur incremental costs. |
All Other | Grant | |||||||||||||||||||||||||||
Stock | Date Fair | |||||||||||||||||||||||||||
Awards: | Value of | |||||||||||||||||||||||||||
Estimated Future Payouts | Number | Stock | ||||||||||||||||||||||||||
Under Equity Incentive | Of Shares | and | ||||||||||||||||||||||||||
Grant | Committee | Plan Awards(2) | Of Stock | Options | ||||||||||||||||||||||||
Name | Date (1) | Meeting Date | Threshold (#) | Target (#) | Maximum (#) | Or Units (#)(3) | Awards ($)(4) | |||||||||||||||||||||
Mr. Lougee | 3/1/2021 | 2/10/21 | 114,797 | 176,610 | 353,220 | 3,071,248 | ||||||||||||||||||||||
3/1/2021 | 2/10/21 | 75,086 | 1,316,258 | |||||||||||||||||||||||||
Ms. Harker | 3/1/2021 | 2/10/21 | 28,781 | 44,278 | 88,556 | 769,994 | ||||||||||||||||||||||
3/1/2021 | 2/10/21 | 35,938 | 629,993 | |||||||||||||||||||||||||
Ms. Beall | 3/1/2021 | 2/10/21 | 23,580 | 36,277 | 72,554 | 630,857 | ||||||||||||||||||||||
3/1/2021 | 2/10/21 | 29,444 | 516,153 | |||||||||||||||||||||||||
Mr. Harrison | 3/1/2021 | 2/10/21 | 17,115 | 26,330 | 52,660 | 457,879 | ||||||||||||||||||||||
3/1/2021 | 2/10/21 | 21,371 | 374,634 |
(1) | See the “Compensation Discussion and Analysis” section for a discussion of the timing of various pay decisions. |
(2) | These share numbers represent the threshold, target and maximum payouts which may be earned under the 2021 Performance Share awards. The threshold payout is 65% of the target Performance Share award, and the maximum payout is 200% of the target Performance Share award. |
(3) | The RSU grants reported in this column generally vest in four equal annual installments and, subject to certain exceptions, the corresponding vested shares of the Company’s common stock generally will be delivered to the NEO in four equal annual installments beginning on February 28, 2022. |
(4) | The full grant date fair value of the awards was computed in accordance with ASC 718, based on the assumptions set forth in note 9 to the Company’s 2021 audited financial statements. There can be no assurance that the ASC 718 amounts shown in the table will ever be realized by an executive officer. Amounts shown for grants of Performance Shares have been calculated assuming the target level of performance is met. |
Stock Awards | ||||||||||||||||
Name | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Shares, Units or Other Rights That Have Not Vested ($) | ||||||||||||
Mr. Lougee | 19,740 | (2) | 366,374 | |||||||||||||
46,550 | (3) | 863,968 | ||||||||||||||
72,481 | (4) | 1,345,247 | ||||||||||||||
75,086 | (5) | 1,393,596 | ||||||||||||||
239,031 | (6) | 4,436,415 | ||||||||||||||
325,794 | (7) | 6,046,737 | ||||||||||||||
176,610 | (8) | 3,277,882 | ||||||||||||||
Ms. Harker | 12,921 | (2) | 239,814 | |||||||||||||
25,200 | (3) | 467,712 | ||||||||||||||
34,692 | (4) | 643,884 | ||||||||||||||
35,938 | (5) | 667,009 | ||||||||||||||
85,161 | (6) | 1,580,588 | ||||||||||||||
81,680 | (7) | 1,515,981 | ||||||||||||||
44,278 | (8) | 821,800 | ||||||||||||||
Ms. Beall | 7,960 | (2) | 147,738 | |||||||||||||
15,930 | (3) | 295,661 | ||||||||||||||
28,422 | (4) | 527,512 | ||||||||||||||
29,444 | (5) | 546,481 | ||||||||||||||
53,834 | (6) | 999,159 | ||||||||||||||
66,919 | (7) | 1,242,017 | ||||||||||||||
36,277 | (8) | 673,301 | ||||||||||||||
Mr. Harrison | 2,461 | (2) | 45,676 | |||||||||||||
9,563 | (3) | 177,489 | ||||||||||||||
19,515 | (4) | 362,198 | ||||||||||||||
21,371 | (5) | 396,646 | ||||||||||||||
32,316 | (6) | 599,785 | ||||||||||||||
45,945 | (7) | 852,739 | ||||||||||||||
26,330 | (8) | 488,685 |
(1) | The value of these RSUs and Performance Shares is based on the product of the number of the applicable RSUs or Performance Shares shown multiplied by $18.56, the closing price of a share of Company stock on December 31, 2021. There can be no assurance that the amounts shown in the table will ever be realized by an executive officer. |
(2) | These RSUs vested on February 28, 2022. |
(3) | Fifty percent of these RSUs vested on February 28, 2022 and the remaining fifty percent of these RSUs are scheduled to vest on February 28, 2023. |
(4) | One third of these RSUs vested on February 28, 2022 and the remainder of these RSUs are scheduled to vest in two equal annual installments on February 28, 2023 and February 29, 2024. |
(5) | Twenty-five percent of these RSUs vested on February 28, 2022 and the remainder of these RSUs are scheduled to vest in three equal annual installments on February 28, 2023, February 29, 2024 and February 28, 2025. |
(6) | These share numbers represent the Performance Shares earned for the 2019-2020 performance cycle, which were earned at 136.7% of target. These Performance Shares were paid out on February 28, 2022 at the end of the service-based vesting period. |
(7) | These share numbers represent the Performance Shares earned for the 2020-2021 performance cycle, which were earned at 143.1% of target as described on page 25 of this report. The payout of the earned Performance Shares remains subject to a service-based vesting period ending February 28, 2023. |
(8) | These share numbers represent the target Performance Share awards under the Performance Share program for the 2021-2024 Incentive Period. If the performance conditions are met during the two-year performance cycle ending December 31, 2022, these Performance Shares are eligible to vest on February 29, 2024. |
Stock Awards | ||||||||
Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | ||||||
David T. Lougee | 263,725 | 4,772,328 | ||||||
Victoria D. Harker | 121,752 | 2,204,299 | ||||||
Lynn Beall | 77,560 | 1,404,530 | ||||||
Akin S. Harrison | 22,543 | 409,375 |
(1) | These share amounts include (a) 25% of the Company’s RSU awards granted on March 1, 2020 which vested on February 28, 2021 (which RSUs were paid to the NEOs by the Company shortly after the vesting date); (b) 25% of the Company’s RSU awards granted on March 1, 2019 which vested on February 28, 2021 (which RSUs were paid to the NEOs by the Company shortly after the vesting date); (c) 25% of the Company’s RSU awards granted on March 1, 2018 which vested on February 28, 2021(which RSUs were paid to the NEOs by the Company shortly after the vesting date); and (d) the Company’s 2018 PSU awards granted on March 1, 2018, which vested on February 28, 2021 and were paid on March 4, 2021 at 132.5% of target. |
(2) | For each of the NEOs, these amounts equal the sum of (a) the product of the aggregate number of Company RSU shares granted on March 1, 2018, March 1, 2019 and March 1, 2020 which vested on February 28, 2021, multiplied by $18.23 (the closing price of a share of Company stock on February 28, 2021, the last trading day before the vesting date), and (b) the product of the aggregate number of Company 2018 PSU shares granted on March 1, 2018 multiplied by 132.5% and $18.05 (the closing price of a share of Company stock on March 4, 2021, the settlement date). |
Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | ||||||||||||
Mr. Lougee (1) | TRP | 20.12 | 715,313 | 0 | ||||||||||||
SERP | 6.58 | 17,342 | 0 | |||||||||||||
Ms. Beall (2) | TRP | 20.17 | 334,865 | 0 | ||||||||||||
SERP | 29.58 | 4,501,441 | 0 | |||||||||||||
Mr. Harrison (3) | TRP | 5.33 | 42,619 | 0 | ||||||||||||
SERP | 5.33 | 1,777 | 0 |
(1) | The TRP amount shown for Mr. Lougee includes the accumulated benefit related to his legacy Belo Corp. pension benefit. The number of years of credited service shown for Mr. Lougee include 13.5 years of service under the Belo Corp. Pension Plan, which was acquired by the Company. The Company has not granted Mr. Lougee any additional credited service under the pension plans. The present values of Mr. Lougee’s accumulated TRP and legacy Belo Corp. pension benefits are $151,796 and $563,517, respectively. |
(2) | Ms. Beall has fewer years of credited service under the TRP than under the SERP. As discussed in the description of the SERP beginning on page 26 of this report, participants in the SERP whose SERP benefits were not calculated under the pre-1998 formula ceased accruing credit for additional years of service after the GRP was frozen on August 1, 2008. Until December 31, 2017, at which time SERP participants whose SERP benefits were calculated under thepre-1998 formula ceased accruing credit for additional years of service or compensation, Ms. Beall continued to accrue benefits under the SERP at a reduced rate (as described in the discussion of the SERP found in the “Compensation Discussion and Analysis” section of this report) based on actual years of service. The Company does not generally provide additional pension service credit to any executive for years not actually worked. |
(3) | Mr. Harrison is not vested in his SERP benefit but will become vested if he continues employment until age 55. |
Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions in Last FY ($) | Aggregate Balance at Last FYE ($) | |||||||||||||||
Mr. Lougee | 0 | 73,260 | 242,314 | 0 | 1,347,468 | |||||||||||||||
Ms. Harker | 0 | 44,200 | 110,181 | 0 | 579,392 | |||||||||||||||
Ms. Beall | 0 | 37,400 | 30,392 | 0 | 176,442 | |||||||||||||||
Mr. Harrison | 0 | 18,900 | 34,334 | 0 | 208,717 |
(1) | For 2021, the Company credited contributions to the DCP on behalf of each NEO in an amount equal to 4% of their respective cash compensation that exceeds the Internal Revenue Code limits on the amount of compensation that can be taken into account when calculating benefits under a qualified plan. These Company contributions are initially treated as invested in Company stock (although participants can reallocate the contributions to other designated investment options) and are distributed in cash. The amounts shown in this column reflect the Company contributions made in February 2022 for services provided by each of the NEOs in 2021, all of which contributions were included in the amounts reported in the “All Other Compensation” column of the “Summary Compensation Table” found on page 33 of this report. |
Benefit | Retirement/ Voluntary Termination | Death | Disability | Change in Control | Involuntary Termination without Cause | |||||
Pension | Vested portion of: (1) TRP benefit payable at the date of termination. (2) SERP benefit payable at the later of the termination date or the date the NEO reaches age 55. | Vested portion of: (1) TRP benefit payable to an eligible spouse at the date of NEO’s death. (2) SERP benefit payable to an eligible spouse at the later to occur of (a) the date of death or (b) the date the NEO would have attained age 55. | Vested portion of: (1) TRP benefit payable at the date of termination. (2) SERP benefit payable at the later of the termination date or the date the NEO reaches age 55. | In addition to their vested TRP and SERP benefits, NEOs who participate in the SERP and TRP are entitled to receive a lump sum payment in an amount determined based upon the SERP and TRP payment the NEO would have received if the NEO had remained employed by the Company during the applicable severance period. | Vested portion of: (1) TRP benefit payable at the date of termination. (2) SERP benefit payable at the later of the termination date or the date the NEO reaches age 55. | |||||
Restricted Stock Units | Vested RSUs are payable at the date of termination and if termination occurs after age 65 (or after attaining 55 with 5 years or more of service), the NEO is generally entitled to receive a prorated portion of RSUs based on the number of full months worked during the term of the applicable grant. | The NEO’s estate is generally entitled to receive a prorated portion of RSUs based on the number of full months worked during the term of the applicable grant. | The NEO is generally entitled to receive a prorated portion of RSUs based on the number of full months worked during the term of the applicable grant. | RSUs only provide for accelerated vesting if the awards are not continued or assumed upon a change in control or there is a qualifying termination within 2 years of the change in control. | Vested RSUs are payable at the date of termination, and if termination occurs after age 65 (or after attaining 55 with 5 or more years of service), the NEO is generally entitled to receive a prorated portion of RSUs based on the number of full months worked during the term of the applicable grant. |
Benefit | Retirement/ Voluntary Termination | Death | Disability | Change in Control | Involuntary Termination without Cause | |||||
Performance Shares | Performance shares are forfeited unless termination occurs after age 65 (or after attaining 55 with 5 years or more of service), in which case the NEO is generally entitled to receive, after the end of the applicable Incentive Period, a prorated number of Performance Shares based on the number of full months worked during the applicable Incentive Period. | The NEO’s estate is generally entitled to receive, after the end of the applicable Incentive Period, a prorated number of Performance Shares based on the number of full months worked during the applicable Incentive Period. | The NEO is generally entitled to receive, after the end of the applicable Incentive Period, a prorated number of Performance Shares based on the number of full months worked during the applicable Incentive Period. | Performance Shares only provide for accelerated vesting if the awards are not continued or assumed upon the change in control or there is a qualifying termination within 2 years of the change in control. Performance Share award payouts made as a result of change in control occurring prior to the expiration of the two-year performance cycle will be made at target; if the change in control occurs after the performance cycle is completed, payouts will be determined based on the Company’s achievement of the applicable performance metrics during the performance cycle. | Performance shares are forfeited unless termination occurs after age 65 (or after attaining 55 with 5 or more years of service), in which case the NEO is generally entitled to receive, after the end of the applicable Incentive Period, a prorated number of Performance Shares based on the number of full months worked during the applicable Incentive Period. | |||||
Life and Disability Insurance Benefits | None. | NEOs are generally entitled to receive death benefits under individual policies maintained by the Company and owned by the NEO or pursuant to the Company’s group life insurance program applicable to all employees. | NEOs are generally entitled to receive disability benefits under the Company’s disability plans applicable to all employees, but only if their condition qualifies them for such benefits. | None. | None. |
Benefit | Retirement/ Voluntary Termination | Death | Disability | Change in Control | Involuntary Termination without Cause | |||||
Excise Taxes | None. | None. | None. | Mr. Lougee and Ms. Harker. Change in control benefits would be reduced to the extent the executive is better off on an after-tax basis.Ms. Beall and Mr. Harrison. | None. | |||||
Severance Pay | None. | None. | None. | Lump sum payment calculated in accordance with the TCP or the CIC Severance Plan, as applicable. | Lump sum payment calculated in accordance with the TESP for the NEOs who participate in the plan. |
Retirement/ Voluntary Termination (2) ($) | Death ($) | Disability ($) | Change in Control (6)(8)(9) ($) | Involuntary Termination without Cause ($) | ||||||||||||||||
David T. Lougee | ||||||||||||||||||||
Pension | 708,949 | 426,772 | 708,949 | 0 | 708,949 | |||||||||||||||
Restricted Stock Units | 1,329,323 | 1,329,323 | 1,329,323 | 2,639,863 | 1,329,323 | |||||||||||||||
Performance Shares(1) | 8,795,695 | 8,795,695 | 8,795,695 | 3,144,138 | 8,795,695 | |||||||||||||||
Life and Disability Insurance Benefits | 0 | 0 | (3) | 4,422,155 | (5) | 0 | 0 | |||||||||||||
Severance Pay | 0 | 0 | 0 | 6,746,500 | 4,497,667 | (10) | ||||||||||||||
Excise Tax Reimbursement | 0 | 0 | 0 | 0 | (7) | 0 | ||||||||||||||
Total: | 10,833,967 | 10,551,790 | 15,256,122 | 12,530,501 | 15,331,634 | |||||||||||||||
Victoria D. Harker | ||||||||||||||||||||
Pension(4) | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Restricted Stock Units | 712,556 | 712,556 | 712,556 | 1,305,863 | 712,556 | |||||||||||||||
Performance Shares(1) | 2,647,491 | 2,647,491 | 2,647,491 | 814,283 | 2,647,491 | |||||||||||||||
Life and Disability Insurance Benefits | 0 | 1,250,000 | (3) | 5,542,945 | (5) | 0 | 0 | |||||||||||||
Severance Pay | 2,227,500 | (11) | 0 | 0 | 932,500 | 2,227,500 | (10) | |||||||||||||
Excise Tax Reimbursement | 0 | 0 | 0 | 0 | (7) | 0 | ||||||||||||||
Total: | 5,587,547 | 4,610,047 | 8,902,992 | 3,052,646 | 5,587,547 | |||||||||||||||
Lynn Beall | ||||||||||||||||||||
Pension | 5,409,707 | 5,409,707 | 5,409,707 | 454,717 | 5,409,707 | |||||||||||||||
Restricted Stock Units | 506,688 | 506,688 | 506,688 | 1,010,703 | 506,688 | |||||||||||||||
Performance Shares(1) | 1,889,686 | 1,889,686 | 1,889,686 | 650,714 | 1,889,686 | |||||||||||||||
Life and Disability Insurance Benefits | 0 | 0 | (3) | 2,072,757 | (5) | 0 | 0 | |||||||||||||
Severance Pay | 0 | 0 | 0 | 4,185,000 | 1,925,000 | (10) | ||||||||||||||
Excise Tax Reimbursement | 0 | 0 | 0 | 2,445,224 | (7) | 0 | ||||||||||||||
Total: | 7,806,081 | 7,806,081 | 9,878,838 | 8,746,358 | 9,731,081 | |||||||||||||||
Akin S. Harrison | ||||||||||||||||||||
Pension | 42,619 | 42,619 | 42,619 | 6,325 | 42,619 | |||||||||||||||
Restricted Stock Units | 0 | 295,271 | 295,271 | 982,010 | 0 | |||||||||||||||
Performance Shares(1) | 0 | 1,223,345 | 1,223,345 | 1,684,376 | 0 | |||||||||||||||
Life and Disability Insurance Benefits | 0 | 880,000 | (3) | 5,569,572 | (5) | 0 | 0 | |||||||||||||
Severance Pay | 0 | 0 | 0 | 2,640,000 | 1,196,250 | (10) | ||||||||||||||
Excise Tax Reimbursement | 0 | 0 | 0 | 1,601,450 | (7) | 0 | ||||||||||||||
Total: | 42,619 | 2,441,235 | 7,130,807 | 6,914,160 | 1,238,869 |
(1) | The amounts shown in these rows represent the aggregate value of Performance Shares for the 2019-2022, 2020-2023 and 2021-2024 Incentive Periods, which: |
(a) | in the case of Retirement/Voluntary Termination, Death, Disability or Involuntary Termination without Cause, are prorated for Mr. Lougee, Ms. Harker and Ms. Beall based upon the number of full months the NEO has worked during the applicable Incentive Period, assuming payout to each NEO: |
(i) | in respect of the 2019 Performance Shares, is based on the Company’s actual performance with respect to each performance metric during the two-year performance cycle, resulting in 136.7% of the target amounts for the grants made in connection with the Company’s 2019-2022 Incentive Period, |
(ii) | in respect of the 2020 Performance Shares, is based on actual performance levels for each performance metric during the two-year performance cycle, resulting in 143.1% of the target amounts for the grants made in connection with the Company’s 2020-2023 Incentive Period, and |
(iii) | in respect of the 2021 Performance Shares, is based on target performance levels for each performance metric, resulting in 100% of the target amounts for the grants made in connection with the Company’s 2021-2024 Incentive Period, in each case from (i) through (iii), at a per share stock value of $18.56, the closing price of a share of Company stock on December 31, 2021; |
(b) | in the case of Death or Disability, are prorated for Mr. Harrison based upon the number of full months he has worked during the applicable Incentive Period, assuming payout to Mr. Harrison: |
(i) | in respect of the 2019 Performance Shares, is based on the Company’s actual performance with respect to each performance metric during the two-year performance cycle, resulting in 136.7% of the target amounts for the grants made in connection with the Company’s 2019-2022 Incentive Period, and |
(ii) | in respect of the 2020 Performance Shares, is based on actual performance levels for each performance metric during the two-year performance cycle, resulting in 143.1% of the target amounts for the grants made in connection with the Company’s 2020-2023 Incentive Period, and |
(iii) | in respect of the 2021 Performance Shares, is based on target performance levels for each performance metric, resulting in 100% of the target amounts for the grants made in connection with the Company’s 2021-2024 Incentive Period, in each case from (i) through (iii), at a per share stock value of $18.56, the closing price of a share of Company stock on December 31, 2021; and |
(c) | in the case of a change in control of the Company, assuming payout to each NEO in respect of: |
(i) | the 2019 Performance Shares, is based on the Company’s actual performance with respect to each performance metric during the two-year performance cycle, resulting in 136.7% of the target amounts for the grants made in connection with the Company’s 2019-2022 Incentive Period, and |
(ii) | both the 2020 Performance Shares and the 2021 Performance Shares, is based on target performance levels for each performance metric, resulting in 100% of the target amounts for the grants made in connection with the Company’s 2020-2023 Incentive Period and the 2021-2024 Incentive Period, respectively, in each case from (i) through (ii), without proration, and at a per share stock value of $18.56, the closing price of a share of Company stock on December 31, 2021. |
(2) | In addition to the amounts reported in this column, Mr. Lougee and Ms. Beall will receive the following post-retirement benefits and perquisites if he or she terminates employment (given that they are both currently retirement eligible): (i) legal and financial counseling services on the same basis as available to an active executive at the time his or her employment terminates, until April 15 of the year of retirement or the year following retirement; (ii) supplemental medical insurance coverage for the executive and his or her family; and (iii) generally continue to be permitted to recommend TEGNA Foundation grants to eligible charities up to $15,000 annually for a period of three years after retirement (Mr. Lougee only). If the executive is asked to represent the Company at a function or event, he or she is provided travel accident insurance. During the first year, we estimate the expected incremental cost to the Company for these post-retirement benefits would be approximately $55,600 for Mr. Lougee and $40,600 for Ms. Beall. During the second and third years following retirement, we estimate the expected incremental cost to the Company would be approximately $37,800 for Mr. Lougee and $22,800 for Ms. Beall. Thereafter, we estimate the expected incremental cost to the Company would be $21,000 for each of Mr. Lougee and Ms. Beall for these post-retirement benefits and perquisites. The Company reserves the right, in its sole discretion, to amend or terminate the post-retirement perquisites from time to time. |
(3) | In connection with the Company’s life insurance programs: |
(4) | The amounts shown for Ms. Harker reflect the fact that she does not participate in the TRP or the SERP. |
(5) | In connection with the Company’s disability benefits programs: |
(6) | The amounts set forth in this column represent the estimated incremental payments and benefits that would be payable to each NEO upon a change in control of the Company, assuming that the triggering event and a qualifying termination occurred at year-end 2021. These amounts would be in excess of the compensation and benefit entitlements described in this report that are payable to an NEO upon Retirement/Voluntary Termination absent a change in control. |
(7) | This amount represents the excise tax reimbursement amount an NEO would receive in connection with a change in control of the Company. The amounts shown for Ms. Beall and Mr. Harrison reflect the fact that the compensation she and he would have received if a change in control of the Company took place on December 31, 2021, would trigger an excise tax under Internal Revenue Code Section 4999, and that under the TCP each of them would be entitled to receive the excise tax reimbursement payment shown in the table. Mr. Lougee participates in the CIC Severance Plan, which does not provide for an excise tax reimbursement payment. Ms. Harker is not entitled to receive an excise tax reimbursement under the TCP. In the event that Mr. Lougee or Ms. Harker were subject to the excise tax under Code Section 4999, their change in control benefits would be reduced to $1 less than the amount that would trigger such taxes if such a reduction would put them in a better after-tax position. The full amount of Mr. Lougee’s and Ms. Harker’s severance is reflected in the table without giving effect to any such potential reduction. |
(8) | In addition to the amounts reported in this column, each NEO in the TCP (Ms. Harker, Ms. Beall and Mr. Harrison) would receive life and medical insurance benefits for the severance period in amounts no less than those that would have been provided had the executive not been terminated. Mr. Lougee, as a participant in the CIC Severance Plan, would receive a lump sum COBRA benefit. We estimate incremental costs to the Company for these benefits as follows: Mr. Lougee: $31,483, Ms. Harker: $27,414, Ms. Beall: $72,706, and Mr. Harrison: $39,805. |
(9) | In addition to the benefits afforded under the TCP and the CIC Severance Plan, our NEOs also would receive other benefits under the SERP and the DCP upon a change in control that qualifies as a change in control under Code Section 409A, including: |
(10) | These amounts represent payments NEOs may be entitled to receive under the TESP, which provides severance payments to the NEOs and other executives of the Company approved by the Committee in the event of certain involuntary terminations of employment. |
(11) | Pursuant to her May 2017 letter agreement, Ms. Harker is entitled to a severance benefit under the TESP if she voluntarily terminates employment. See the section entitled “Compensation Discussion and Analysis —Post-Termination Pay —TEGNA Executive Severance Plan (TESP)” for a discussion of this benefit. |
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||
Gina L. Bianchini(4) | 100,000 | 125,000 | 0 | 225,000 | ||||||||||||
Howard D. Elias(4) | 220,000 | 125,000 | 10,000 | 345,000 | ||||||||||||
Stuart J. Epstein | 100,000 | 125,000 | 0 | 225,000 | ||||||||||||
Lidia Fonseca(4) | 100,000 | 125,000 | 10,000 | 225,000 | ||||||||||||
Karen H. Grimes | 100,000 | 125,000 | 0 | 225,000 | ||||||||||||
Scott K. McCune | 120,000 | 125,000 | 10,000 | 245,000 | ||||||||||||
Henry W. McGee(4) | 120,000 | 125,000 | 5,000 | 245,000 | ||||||||||||
Susan Ness | 120,000 | 125,000 | 10,000 | 245,000 | ||||||||||||
Bruce P. Nolop | 125,000 | 125,000 | 4,000 | 254,000 | ||||||||||||
Neal Shapiro(4) | 100,000 | 125,000 | 10,000 | 225,000 | ||||||||||||
Melinda C. Witmer(4) | 100,000 | 125,000 | 10,000 | 225,000 |
(1) | Amounts shown in this column reflect the cash compensation earned by each director for 2021, in each case based upon the form in which the director elected to receive his or her retainer fees during the 2020-2021 and 2021-2022 director compensation periods. |
(2) | Amounts shown in this column reflect the long-term equity award(s) granted to each director in 2021. The amounts in this column represent the aggregate grant date fair value of RSU awards computed in accordance with ASC 718 based on the assumptions set forth in note 9 to the Company’s 2021 audited financial statements. |
(3) | Represents charitable gifts matched by the TEGNA Foundation pursuant to the TEGNA Match program. The TEGNA Match program matches eligible gifts made by Company employees and directors up to an aggregate of $10,000 a year. Gifts must be made to eligible organizations, including tax exempt charitable organizations, tax exempt hospitals or medical centers, and tax-exempt colleges, universities, graduate or professional schools, engineering or technical institutions and public and private preschools, elementary and secondary schools in the U.S. and its territories. |
(4) | For the 2020-2021 director compensation period, Ms. Witmer deferred all payments she received in the form of cash and restricted stock units and Mr. Elias, Mr. McGee and Mr. Shapiro each deferred all payments received in the form of restricted stock units. For the 2021-2022 director compensation period, Ms. Witmer deferred all payments she received in the form of cash and restricted stock units and Mr. Elias, Ms. Fonseca, Mr. McGee and Mr. Shapiro each deferred all payments received in the form of restricted stock units. |
Name | Restricted Stock Awards (Vested/ Unvested) (#) | |||
Gina L. Bianchini | 11,666/3,329 | |||
Howard D. Elias | 100,309/3,329 | |||
Stuart J. Epstein | 3,328/3,329 | |||
Lidia Fonseca | 18,993/3,329 | |||
Karen H. Grimes | 3,328/3,329 | |||
Scott K. McCune | 25,908/3,329 | |||
Henry W. McGee | 53,440/3,329 | |||
Susan Ness | 26,459/3,329 | |||
Bruce P. Nolop | 8,252/3,329 | |||
Neal Shapiro | 85,806/3,329 | |||
Melinda C. Witmer | 34,473/3,329 |
12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
PLAN CATEGORY | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted -Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) (c) | |||||||||
Equity compensation plans approved by shareholders(1) | 5,622,161 | 17,565,458 | ||||||||||
Equity compensation plans not approved by shareholders(2) | 288,317 | 4,488,003 | ||||||||||
Total | 5,910,478 | 22,053,461 |
(1) | The equity compensation plans approved by the Company’s shareholders are the TEGNA Inc. 2020 Omnibus Incentive Compensation Plan (the “2020 Plan”) and the TEGNA Inc. 2001 Omnibus Incentive Compensation Plan (amended and restated as of May 4, 2010), as amended (the “2010 Plan”). No further grants may be made under the 2010 Plan. The number in column (a) includes 2,914,037 shares subject to outstanding unvested restricted stock unit grants, vested restricted stock grants that have not been paid and vested restricted stock units grants that have not yet been paid, and 2,708,124 shares subject to outstanding unvested Performance Share awards. The number of shares subject to outstanding unvested Performance Share awards represents the 2019 PSU awards at 136.7 of target, the 2020 PSU awards at 143.1% of target, and the maximum number of Performance Shares issued upon vesting of the 2021 PSU awards. The actual number of Performance Shares issued for the 2021 PSU awards could be zero to 200% of the target number of Performance Shares underlying unvested awards. Assuming the target number of Performance Shares are issued for the 2021 PSU awards, the number of shares subject to unvested Performance Share awards would be 2,164,072 and 18,109,510 shares would remain available for future issuance under the 2020 Plan. |
(2) | The TEGNA Deferred Compensation Plan, or DCP, is a non-qualified plan that provides benefits to directors and key executives of the Company. The DCP has not been approved by the Company’s shareholders. The DCP is a value-neutral plan, and there will be no additional premium or matching contribution with regards to the deferred compensation. The amounts elected to be deferred by each participant are credited to such participant’s account in the DCP, and the Company credits these accounts with earnings as if the amounts deferred were invested in the Company’s stock or other selected investment funds as directed by the participant. Amounts that are not treated as if invested in the Company’s stock are distributed in cash and amounts that are treated as if invested in the Company’s stock are generally distributed in shares of stock or cash, at the Company’s election. However, deferrals by directors of restricted stock or restricted stock unit grants are required to be distributed in stock under the terms of the DCP. The number in column (a) represents the number of shares credited to participants’ accounts in the DCP. The DCP does not currently include any shares to be issued upon the exercise of outstanding stock options, warrants and rights as a result of deferrals of grants made under the 2020 Plan. The table above does not include any shares that may in the future be credited to participants’ accounts in the DCP as a result of salary deferrals or transfers of other funds held in the plan. Participants in the DCP are general unsecured creditors of the Company with respect to their benefits under the plan. |
Name of Beneficial Owner(1) | Shares Owned(2) | Percent of Class | ||||||
BlackRock, Inc.(3) | 26,368,438 | 11.9 | % | |||||
The Vanguard Group, Inc. (4) | 23,336,977 | 10.5 | % | |||||
Boston Partners (5) | 11,420,907 | 5.1 | % | |||||
David T. Lougee | 668,052 | * | ||||||
Victoria D. Harker | 409,568 | * | ||||||
Lynn Beall | 194,838 | * | ||||||
Akin S. Harrison | 69,262 | * | ||||||
Gina L. Bianchini | 30,307 | * | ||||||
Howard D. Elias | 37,420 | * | ||||||
Stuart J. Epstein | 38,457 | * | ||||||
Lidia Fonseca | 46,554 | * | ||||||
Karen H. Grimes | 18,550 | * | ||||||
Scott K. McCune | 80,906 | * | ||||||
Henry W. McGee | 4,112 | * | ||||||
Susan Ness | 67,417 | * | ||||||
Bruce P. Nolop | 55,542 | * | ||||||
Neal Shapiro | 28,886 | * | ||||||
Melinda C. Witmer | 16,028 | * | ||||||
All directors and executive officers as a group (15 persons including those named above) | 1,765,877 | * |
* | Less than one percent. |
(1) | Except as otherwise noted below, the address of each person listed in the table is: c/o TEGNA Inc., 8350 Broad Street, Suite 2000, Tysons, Virginia 22102. |
(2) | The following shares of common stock are included in the table because they may be acquired pursuant to (a) restricted stock units and/or restricted stock awards granted to directors which are payable to the director by the Company if the director leaves the Board prior to June 21, 2022: Ms. Bianchini-5,039, Mr.Elias-4,969, Mr.Epstein-5,039; Ms.Fonseca-7,372, Ms.Grimes-5,039; Mr.McCune-21,493, Mr.McGee-4,112, Ms.Ness-19,493, Mr.Nolop-10,008, and Mr.Shapiro-6,219; and (b) restricted stock units granted to directors that have not been deferred and will vest by June 11, 2022: Ms.Bianchini-1,680, Mr.Epstein-1,680, Ms.Grimes-1,680, Mr.McCune-1,680, Ms.Ness-1,680 and Mr.Nolop-1,680. |
(3) | Based upon information as of December 31, 2021, contained in a Schedule 13G/A filed with the SEC on January 26, 2022 by BlackRock, Inc., reporting, in the aggregate, sole voting power over 25,643,663 shares and sole dispositive power over 26,368,438. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. |
(4) | Based upon information as of December 31, 2021, contained in a Schedule 13G/A filed with the SEC on February 9, 2022 by The Vanguard Group, reporting, in the aggregate, shared voting power over 221, 200 shares, sole dispositive power over 22,939,084 shares and shared dispositive power over 397,893 shares. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. |
(5) | Based upon information as of December 31, 2021, contained in a Schedule 13G/A filed with the SEC on February 11, 2022 by Boston Partners, reporting, in the aggregate, sole voting power over 10,346,514 shares, shared voting power over 22,153 shares and sole dispositive power over 11,420,907 shares. The address for Boston Partners is One Beacon Street, 30th Floor, Boston, MA 02108. |
Name of Officer or Director | Title | Share Investment | ||||
David T. Lougee | President and CEO, Director | 701,373 | ||||
Victoria D. Harker | Executive Vice President and CFO | 434,418 | ||||
Lynn Beall | Executive Vice President and COO - Media Operations | 204,289 | ||||
Akin S. Harrison | Senior Vice President and General Counsel | 74,247 | ||||
Gina L. Bianchini | Director | 38,721 | ||||
Howard D. Elias | Director | 135,361 | ||||
Stuart J. Epstein | Director | 38,457 | ||||
Lidia Fonseca | Director | 60,007 | ||||
Karen H. Grimes | Director | 18,550 | ||||
Scott K. McCune | Director | 87,133 | ||||
Henry W. McGee | Director | 55,611 | ||||
Susan Ness | Director | 76,219 | ||||
Bruce P. Nolop | Director | 55,542 | ||||
Neal Shapiro | Director | 110,910 | ||||
Melinda C. Witmer | Director | 40,100 | ||||
All directors and executive officers as a group (15 persons including those named above) | 2,139,335 |
13. | Certain Relationships and Related Transactions and Director Independence |
2020 | 2021 | |||||||
Audit Fees | ||||||||
Audit Fees - TEGNA (1) | $ | 2,825,000 | $ | 2,247,242 | ||||
Audit Fees – Acquisitions (2) | $ | 200,000 | $ | 0 | ||||
Audit Fees - Total | $ | 3,025,000 | $ | 2,247,242 | ||||
Audit-Related Fees (3) | $ | 530,018 | $ | 645,000 | ||||
Tax Fees (4) | $ | 50,934 | $ | 131,268 | ||||
All Other Fees (5) | $ | 900 | $ | 900 | ||||
Total | $ | 3,606,852 | $ | 3,024,410 |
(1) | Audit Fees—TEGNA 10-Q. In 2020, Audit Fees include payments to PwC of $200,000 related to debt comfort letters issued in relation to the Company’s 2026 and 2028 bond issuances. The 2020 Audit Fees also include payments to PwC for additional SOX work required due to the Company’s implementation of the Oracle enterprise resource planning (ERP) system ($120,000), as well as fees related to analysis requested by the Audit Committee ($270,000). All of these services werepre-approved by the Audit Committee as described below. The totals above do not include payments made in 2020 to Ernst & Young (EY) ($135,000) related to the debt comfort letters referenced above that would be considered Audit Fees if EY were the Company’s independent registered accounting firm. |
(2) | Audit Fees—Acquisitions KTBU-TV (Houston, TX) andKMPX-TV (Dallas, TX). The Company did not incur any acquisition-related audit fees in 2021. |
(3) | Audit-Related Fees ERP-related fees of $350,000, and in 2021 the Company paid employee benefit plan audit fees of $185,000 andERP-related fees of $460,000. All of these services werepre-approved by the Audit Committee as described below. |
(4) | Tax Fees pre-approved by the Audit Committee as described below. |
(5) | All Other Fees |
15. | Exhibit and Financial Statement Schedules. |
Exhibit Number | Exhibit | Location | ||||||||||||
2-1 | Agreement and Plan of Merger, dated as of February 22, 2022, by and among TEGNA Inc., Teton Parent Corp., Teton Merger Corp., and solely for purposes of certain provisions specified therein, Community News Media LLC, CNM Television Holdings I LLC, SGCI Holdings III LLC, P Standard General Ltd., Standard General Master Fund L.P., Standard General Master Fund II L.P., Standard General Focus Fund L.P., CMG Media Corporation, CMG Media Operating Company, LLC, CMG Farnsworth Television Holdings, LLC, CMG Farnsworth Television Operating Company, LLC, Teton Midco Corp., Teton Opco Corp., and CMG Farnsworth Television Acquisition Company, LLC. | |||||||||||||
3-2 | Amendment No. 1 to Agreement and Plan of Merger, dated as of February 22, 2022, by and among TEGNA Inc., Teton Parent Corp., Teton Merger Corp., and solely for purposes of certain provisions specified therein, Community News Media LLC, CNM Television Holdings I LLC, SGCI Holdings III LLC, P Standard General Ltd., Standard General Master Fund L.P., Standard General Master Fund II L.P., Standard General Focus Fund L.P., CMG Media Corporation, CMG Media Operating Company, LLC, CMG Farnsworth Television Holdings, LLC, CMG Farnsworth Television Operating Company, LLC, Teton Midco Corp., Teton Opco Corp., and CMG Farnsworth Television Acquisition Company, LLC. | Incorporated by reference to Exhibit 2-1 to TEGNA Inc.’s Form 8-K filed on | ||||||||||||
3-1 | Fourth Restated Certificate of Incorporation of TEGNA Inc. | |||||||||||||
3-2 | By-laws, as amended through May 12, 2021. | |||||||||||||
4-1 | Indenture dated as of March 1, 1983, between TEGNA Inc. and Citibank, N.A., as Trustee. | |||||||||||||
4-2 | First Supplemental Indenture dated as of November 5, 1986, among TEGNA Inc., Citibank, N.A., as Trustee, and Sovran Bank, N.A., as Successor Trustee. | |||||||||||||
4-3 | Second Supplemental Indenture dated as of June 1, 1995, among TEGNA Inc., NationsBank, N.A., as Trustee, and Crestar Bank, as Trustee. | |||||||||||||
4-4 | Tenth Supplemental Indenture, dated as of July 29, 2013, between TEGNA Inc. and U.S. Bank National Association, as Trustee. | |||||||||||||
4-5 | Eleventh Supplemental Indenture, dated as of October 3, 2013, between TEGNA Inc. and U.S. Bank National Association as Trustee. |
Exhibit Number | Exhibit | Location | ||||||||
4-6 | Thirteenth Supplemental Indenture, dated as of September 13, 2019, between TEGNA Inc. and U.S. Bank National Association, as Trustee. | |||||||||
4-7 | Fourteenth Supplemental Indenture, dated as of January 9, 2020, between TEGNA Inc. and U.S. Bank National Association, as Trustee. | |||||||||
4-8 | Fifteenth Supplemental Indenture, dated as of September 10, 2020, between TEGNA Inc. and U.S. Bank National Association, as Trustee. | |||||||||
4-9 | Description of Securities. | |||||||||
10-1 | Supplemental Executive Medical Plan Amended and Restated as of January 1, 2011.* | |||||||||
10-1-1 | Amendment No. 1 to the Supplemental Executive Medical Plan Amended and Restated as of January 1, 2012.* | |||||||||
10-1-2 | Amendment No. 2 to the TEGNA Inc. Supplemental Executive Medical Plan dated as of June 26, 2015.* | |||||||||
10-1-3 | Amendment No. 3 to the TEGNA Inc. Supplemental Executive Medical Plan effective as of November 1, 2016.* | |||||||||
10-2 | Supplemental Executive Medical Plan for Retired Executives dated December 22, 2010 and effective January 1, 2011.* | |||||||||
10-2-1 | Amendment No. 1 to the TEGNA Inc. Supplemental Executive Medical Plan for Retired Executives dated as of June 26, 2015.* | |||||||||
10-2-2 | ||||||||||||||
Amendment No. 2 to the TEGNA Inc. Supplemental Executive Medical Plan for Retired Executives effective as of November 1, 2016.* |
Exhibit Number | Exhibit | Location | ||||||||
10-3 | TEGNA Inc. Supplemental Retirement Plan Restatement.* | |||||||||
10-3-1 | Amendment No. 1 to the TEGNA Inc. Supplemental Retirement Plan dated July 31, 2008 and effective August 1, 2008.* | |||||||||
10-3-2 | Amendment No. 2 to the TEGNA Inc. Supplemental Retirement Plan dated December 22, 2010.* | |||||||||
10-3-3 | Amendment No. 3 to the TEGNA Inc. Supplemental Retirement Plan dated as of June 26, 2015.* | |||||||||
10-3-4 | Amendment No. 4 to the TEGNA Inc. Supplemental Retirement Plan dated as of November 7, 2017.* | |||||||||
10-3-5 | Amendment No. 5 to the TEGNA Inc. Supplemental Retirement Plan, dated as of April 26, 2018.* | |||||||||
10-4 | TEGNA Inc. Deferred Compensation Plan Restatement dated February 1, 2003 (reflects all amendments through July 25, 2006).* | |||||||||
10-4-1 | TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals.* | |||||||||
10-4-2 | Amendment No. 1 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated July 31, 2008 and effective August 1, 2008.* | |||||||||
10-4-3 | Amendment No. 2 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated December 9, 2008.* | |||||||||
10-4-4 | Amendment No. 3 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated October 27, 2009.* | |||||||||
10-4-5 | Amendment No. 4 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated December 22, 2010.* |
Exhibit Number | Exhibit | Location | ||||||||
10-4-6 | Amendment No. 5 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated as of June 26, 2015.* | |||||||||
10-4-7 | Amendment No. 6 to the TEGNA Inc. Deferred Compensation Plan Rues for Post-2004 Deferrals dated as of December 8, 2015.* | |||||||||
10-4-8 | Amendment No. 7 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals, dated as of May 3, 2017.* | |||||||||
10-4-9 | Amendment No. 8 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals, dated as of November 7, 2017.* | |||||||||
10-4-10 | Amendment No. 9 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals, dated as of April 26, 2018.* | |||||||||
10-4-11 | Amendment No. 10 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals, dated as of November 16, 2018.* | |||||||||
10-5 | Amendment to the TEGNA Inc. Deferred Compensation Plan Restatement Rules for Pre-2005 Deferrals dated as of June 26, 2015.* | |||||||||
10-5-1 | Amendment No. 2 to the TEGNA Inc. Deferred Compensation Plan Restatement Rules for Pre-2005 Deferrals, dated as of May 3, 2017.* | |||||||||
10-5-2 | ||||||||||||||
Amendment No. 3 to the TEGNA Inc. Deferred Compensation Plan Restatement Rules for Pre-2005 Deferrals, dated as of April 26, 2018.* | ||||||||||||||
10-5-3 | Amendment No. 4 to the TEGNA Inc. Deferred Compensation Plan Restatement Rules for Pre-2005 Deferrals, dated as of November 16 , 2018.* |
Exhibit Number | Exhibit | Location | ||||||||
10-6 | TEGNA Inc. Transitional Compensation Plan Restatement.* | |||||||||
10-6-1 | Amendment No. 1 to TEGNA Inc. Transitional Compensation Plan Restatement dated as of May 4, 2010.* | |||||||||
10-6-2 | Amendment No. 2 to TEGNA Inc. Transitional Compensation Plan Restatement dated as of December 22, 2010.* | |||||||||
10-6-3 | Amendment No. 3 to TEGNA Inc. Transitional Compensation Plan Restatement dated as of June 26, 2015.* | |||||||||
10-6-4 | Notice to Transitional Compensation Plan Restatement Participants.* | |||||||||
10-7 | TEGNA Inc. 2001 Omnibus Incentive Compensation Plan, as amended and restated as of May 4, 2010.* | |||||||||
10-7-1 | Amendment No. 1 to the TEGNA Inc. 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010).* | |||||||||
10-7-2 | Amendment No. 2 to the TEGNA Inc. 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010) dated as of June 26, 2015.* | |||||||||
10-7-3 | Amendment No. 3 to the TEGNA Inc. 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010) dated as of February 23, 2016.* | |||||||||
10-7-4 | Amendment No. 4 to the TEGNA Inc. 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010) effective as of November 1, 2016.* | |||||||||
10-7-5 | Amendment No. 5 to the TEGNA Inc. 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010), dated as of May 3, 2017.* |
Exhibit Number | Exhibit | Location | ||||||||||||
10-8 | TEGNA Inc. 2020 Omnibus Incentive Compensation Plan. | |||||||||||||
10-9 | Form of Director Stock Option Award Agreement.* | |||||||||||||
10-10 | Form of Director Restricted Stock Unit Award Agreement.* | |||||||||||||
10-10-1 | Form of Director Restricted Stock Unit Award Agreement.* | Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 30, 2019. | ||||||||||||
10-10-2 | Form of Director Restricted Stock Unit Award Agreement.* | Incorporated by reference to Exhibit 10-4 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 30, 2020. | ||||||||||||
10-10-3 | Form of Director Restricted Stock Unit Award Agreement.* | Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 30, | ||||||||||||
Form of Executive Officer Restricted Stock Unit Award Agreement.* | ||||||||||||||
10-11-1 | Form of Executive Officer Restricted Stock Unit Award Agreement.* | |||||||||||||
10-11-2 | Form of Executive Officer Restricted Stock Unit Award Agreement.* |
10-11-3 | ||||||||||||||||
Form of Executive Officer Restricted Stock Unit Award Agreement.* | ||||||||||||||||
10-11-4 | Form of Executive Officer Restricted Stock Unit Award Agreement.* | |||||||||||||||
10-11-5 | Form of Executive Officer Restricted Stock Unit Award Agreement.* |
Exhibit Number | Exhibit | Location | ||||||||
10-11-6 | Form of Executive Officer Restricted Stock Unit Award Agreement.* | |||||||||
10-11-7 | Form of Executive Officer Restricted Stock Unit Award Agreement.* | |||||||||
10-12 | Form of Executive Officer Performance Share Award Agreement.* | |||||||||
10-12-1 | Form of Executive Officer Performance Share Award Agreement.* | |||||||||
10-12-2 | Form of Executive Officer Performance Share Award Agreement.* | |||||||||
10-12-3 | Form of Executive Officer Performance Share Award Agreement.* | |||||||||
10-12-4 | Form of Executive Officer Performance Share Award Agreement.* | |||||||||
10-12-5 | Form of Executive Officer Performance Share Award Agreement.* | |||||||||
10-12-6 | Form of Executive Officer Performance Share Award Agreement.* | |||||||||
10-12-7 | Form of Executive Officer Performance Share Award Agreement.* | |||||||||
10-13 | Description of TEGNA Inc.’s Non-Employee Director Compensation.* | |||||||||
10-14 | Amendment for Section 409A Plans dated December 31, 2008.* | |||||||||
10-15 | Executive Life Insurance Plan document dated December 31, 2008.* |
Exhibit Number | Exhibit | Location | ||||||||
10-15-1 | Amendment No. 1 to the TEGNA Inc. Executive Life Insurance Plan Document dated as of June 26, 2015.* | |||||||||
10-16 | Key Executive Life Insurance Plan dated October 29, 2010.* | |||||||||
10-16-1 | Amendment No. 1 to the TEGNA Inc. Key Executive Life Insurance Plan dated as of June 26, 2015.* | |||||||||
10-16-2 | Form of Participation Agreement under Key Executive Life Insurance Plan.* | |||||||||
10-17 | Omnibus Amendment to Terms and Conditions of Stock Option Awards dated as of December 31, 2008.* | |||||||||
10-18 | Omnibus Amendment to Outstanding Award Agreements of Certain Executives effective as of November 1, 2016.* | |||||||||
TEGNA Inc. 2015 Change in Control Severance Plan, as amended through May 30, 2017.* | ||||||||||||||
10-19-1 | Amendment No. 1 to the TEGNA Inc. 2015 Change in Control Severance Plan, as amended through May 30, 2017.* | |||||||||||||
10-20 | TEGNA Inc. Executive Severance Plan, as amended through May 30, 2017.* | |||||||||||||
10-20-1 | Amendment No. 1 to the TEGNA Inc. Executive Severance Plan, as amended through May 30, 2017.* | |||||||||||||
10-21 | Offer Letter between TEGNA Inc. and David T. Lougee, dated as of May 3, 2017.* | |||||||||||||
10-22 | Letter Agreement between TEGNA Inc. and Victoria D. Harker, dated as of May 4, 2017.* | |||||||||||||
Exhibit Number | Exhibit | Location | ||||||||||||
10-23 | 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., 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 Inc., 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 Inc., 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 Inc., the Guarantors under the Credit Agreements as of August 5, 2013, the Administrative Agent, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as issuing lenders and the Lenders party thereto. |
Exhibit Number | Exhibit | Location | ||||||||
10-23-1 | Master Assignment and Assumption, dated as of August 5, 2013, by and between each of the lenders listed thereon as assignors and/or assignees. | |||||||||
10-23-2 | Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, by and among TEGNA Inc., the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A. as syndication agents. | |||||||||
10-23-3 | ||||||||||||||
Sixth Amendment, dated as of September 24, 2013, to the Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by the Third Amendment thereto, dated as of September 28, 2009, as further amended by the Fourth Amendment thereto, dated as of August 25, 2010, as further amended by the Fifth Amendment and Waiver, dated as of September 30, 2010, and as further amended and restated pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, by and among TEGNA Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto. |
Exhibit Number | Exhibit | Location | ||||||||
10-23-4 | Seventh Amendment, dated as of February 13, 2015, to the Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended and restated as of August 5, 2013 and as further amended by the Sixth Amendment thereto, dated as of September 24, 2013, among TEGNA Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the several banks and other financial institutions from time to time parties. | |||||||||
10-23-5 | Eighth Amendment, dated as of June 29, 2015, to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended and restated as of August 5, 2013, and as further amended by the Seventh Amendment thereto dated as of February 13, 2015, and the Sixth Amendment thereto dated September 24, 2013, among TEGNA Inc., JPMorgan Chase Bank N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto, as set forth on Exhibit A to the Eight Amendment. | |||||||||
10-23-6 | Ninth Amendment, dated as of September 30, 2016, to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended and restated as of August 5, 2013, and as further amended by the Eighth Amendment thereto, dated as of June 29, 2015, the Seventh Amendment thereto, dated as of February 13, 2015, and the Sixth Amendment thereto, dated as of September 24, 2013, among TEGNA Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto, as set forth on Exhibit A, to the Ninth Amendment. |
Exhibit Number | Exhibit | Location | ||||||||
10-23-7 | Tenth Amendment, dated as of August 1, 2017, to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended and restated as of August 5, 2013, and as further amended, among TEGNA Inc., JPMorgan Chase Bank, N.A. as administrative agent, and the several banks and other financial institutions from time to time parties thereto. | |||||||||
10-23-8 | Eleventh Amendment, dated as of June 21, 2018, to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended and restated as of August 5, 2013, as further amended as of June 29, 2015, as further amended as of August 1, 2017, among TEGNA Inc., JPMorgan Chase Bank, N.A. as administrative agent, and the several banks and other financial institutions from time to time parties thereto. | |||||||||
10-23-9 | ||||||||||||||
Twelfth Amendment, dated as of August 15, 2019, to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2015, as amended and restated as of August 5, 2013, as further amended as of June 29, 2015, as further amended as of August 1, 2017, and as further amended as of June 21, 2018, among TEGNA Inc., JPMorgan Chase Bank, N.A. as administrative agent, and the several banks and other financial institutions from time to time parties thereto. | ||||||||||||||
10-23-10 | Thirteenth Amendment, dated as of June 11, 2020, to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, and as amended and restated as of August 5, 2013, as further amended as of June 29, 2015, as further amended as of September 30, 2016, as further amended as of August 1, 2017, as further amended as of June 21, 2018 and as further amended as of August 15, 2019, among TEGNA Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto. |
Exhibit Number | Exhibit | Location | ||||||||
10-24 | Increased Facility Activation Notice, dated September 25, 2013, pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, by and among TEGNA Inc., JPMorgan Chase Bank N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto. | |||||||||
10-24-1 | Increased Facility Activation Notice, dated May 5, 2014, pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, by and among TEGNA Inc., JP Morgan Chase Bank, N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto. | |||||||||
10-24-2 | Increased Facility Activation Notice, dated as of September 23, 2015, pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, as amended, by and among TEGNA Inc., JPMorgan Chase Bank N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto. | |||||||||
10-24-3 | Increased Facility Activation Notice, dated as of September 26, 2016, pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, as amended, by and among TEGNA Inc., JPMorgan Chase Bank N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto. | |||||||||
10-25 | Asset Purchase Agreement, dated as of March 20, 2019, by and among Nexstar Media Group, Inc., Belo Holdings, Inc. and TEGNA Inc. | |||||||||
10-26 | Agreement and Plan of Merger, dated as of June 10, 2019, by and among RadiOhio Incorporated, Radio Acquisition Corp., TEGNA Inc., and Michael J. Fiorile, solely in his capacity as Stockholder Representative. |
Exhibit Number | Exhibit | Location | ||||||||
10-27 | Stock Purchase Agreement, dated as of June 10, 2019, by and among VideoIndiana, Inc., the Sellers named therein, Michael J. Fiorile, solely in his capacity as Stockholder Representative, and TEGNA Inc. | |||||||||
10-28 | Stock Purchase Agreement, dated as of June 10, 2019, by and among WBNS TV, Inc., the Sellers named therein, Michael J. Fiorile, solely in his capacity as Stockholder Representative, and TEGNA Inc. | |||||||||
21 | Subsidiaries of TEGNA Inc. | |||||||||
23 | Consent of Independent Registered Public Accounting Firm. | |||||||||
31-1 | Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. |
31-2 | ||||||||||||||||
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. | ||||||||||||||||
Certification Pursuant to Rule | ||||||||||||||||
Certification Pursuant to Rule | ||||||||||||||||
32-1 | Section 1350 Certification. | Incorporated by reference to Exhibit 32-1 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 31, 2021. | ||||||||||||||
32-2 | Section 1350 Certification. | Incorporated by reference to Exhibit | ||||||||||||||
101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Date file because its Inline XBRL tags are embedded within the Inline XBRL document. | Incorporated by reference to Exhibit 101.INS to TEGNA Inc.’s Form |
* | Asterisks identify management contracts and compensatory plans arrangements. |
TEGNA Inc. (Registrant) | |||||||||||
Date: May 2, 2022 | /s/ Victoria D. Harker | ||||||||||
Victoria D. Harker | |||||||||||
Chief Financial Officer | |||||||||||
( | ||||||||