UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 10-Q

_______________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-6961

___________________________

TEGNA INC.

(Exact name of registrant as specified in its charter)

___________________________

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

~~(Registrant’s telephone number, including area code)~~


Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	TGNA	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

The total number of shares of the registrant’s Common Stock, $1 par value, outstanding as of July 31, ~~2022~~2023 was ~~223,110,797.~~201,522,005.

INDEX TO TEGNA INC.

June 30, ~~2022~~2023 FORM 10-Q


Item No.	Item No.		Page	Item No.		Page
		PART I. FINANCIAL INFORMATION			PART I. FINANCIAL INFORMATION

1.	1.	Financial Statements		1.	Financial Statements

		Condensed Consolidated Balance Sheets as o f June 3 0 , 2022 and December 31, 2021	3		Condensed Consolidated Balance Sheets as of June 3 0 , 2023 and December 31, 2022	3

		Consolidated Statements of Income for the Quarters and Six Months Ended June 3 0 , 2022 and 2021	5		Consolidated Statements of Income for the Quarters and Six Months Ended June 30, 2023 and 2022	5

		Consolidated Statements of Comprehensive Income for the Quarters and Six Month s Ended June 3 0 , 2022 and 2021	6		Consolidated Statements of Comprehensive Income for the Quarters and Six Months Ended June 3 0 , 2023 and 2022	6

		Condensed Consolidated Statements of Cash Flows for the Si x Months Ended June 3 0 , 2022 and 2021	7		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 3 0 , 2023 and 2022	7

		Consolidated Statements of Equity and Redeemable Noncontrolling Interest for the Quarters and Six Month s Ended June 3 0 , 2022 and 2021	8		Consolidated Statements of Equity and Redeemable Noncontrolling Interest for the Quarters and Six Months Ended June 3 0 , 2023 and 2022	8

		Notes to Condensed Consolidated Financial Statements	10		Notes to Condensed Consolidated Financial Statements	10

2.	2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18	2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

3.	3.	Quantitative and Qualitative Disclosures about Market Risk	31	3.	Quantitative and Qualitative Disclosures about Market Risk	32

4.	4.	Controls and Procedures	31	4.	Controls and Procedures	32

		PART II. OTHER INFORMATION			PART II. OTHER INFORMATION

1.	1.	Legal Proceedings	31	1.	Legal Proceedings	32

1A.	1A.	Risk Factors	31	1A.	Risk Factors	32

2.	2.	Unregistered Sales of Equity Securities and Use of Proceeds	31	2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

3.	3.	Defaults Upon Senior Securities	31	3.	Defaults Upon Senior Securities	33

4.	4.	Mine Safety Disclosures	31	4.	Mine Safety Disclosures	33

5.	5.	Other Information	31	5.	Other Information	33

6.	6.	Exhibits	32	6.	Exhibits	34

SIGNATURE	SIGNATURE		33	SIGNATURE		35

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TEGNA Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands of dollars (Unaudited)


		June 30, 2022		Dec. 31, 2021			June 30, 2023		Dec. 31, 2022

ASSETS	ASSETS					ASSETS
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	200,770	$	56,989	Cash and cash equivalents	$	489,373	$	551,681
Accounts receivable, net of allowances of $5,564 and $4,371, respectively		615,824		642,280
Accounts receivable, net of allowances of $4,249 and $3,697, respectively						Accounts receivable, net of allowances of $4,249 and $3,697, respectively	593,410		658,318
Other receivables	Other receivables	7,802		15,496		Other receivables	10,534		13,493
Syndicated programming rights	Syndicated programming rights	24,114		53,100		Syndicated programming rights	17,326		44,064
Prepaid expenses and other current assets	Prepaid expenses and other current assets	36,867		19,724		Prepaid expenses and other current assets	33,257		36,152
Total current assets	Total current assets	885,377		787,589		Total current assets	1,143,900		1,303,708
Property and equipment	Property and equipment					Property and equipment
Cost	Cost	1,070,911		1,053,851		Cost	1,076,634		1,067,191
Less accumulated depreciation	Less accumulated depreciation	(611,576)		(586,656)		Less accumulated depreciation	(634,853)		(610,138)
Net property and equipment	Net property and equipment	459,335		467,195		Net property and equipment	441,781		457,053
Intangible and other assets	Intangible and other assets					Intangible and other assets
Goodwill	Goodwill	2,981,587		2,981,587		Goodwill	2,981,587		2,981,587
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $328,592 and $298,593, respectively		2,411,489		2,441,488
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $263,484 and $348,087, respectively						Indefinite-lived and amortizable intangible assets, less accumulated amortization of $263,484 and $348,087, respectively	2,355,561		2,381,606
Right-of-use assets for operating leases	Right-of-use assets for operating leases	84,270		87,279		Right-of-use assets for operating leases	73,605		78,448
Investments and other assets	Investments and other assets	143,420		152,508		Investments and other assets	118,839		126,494
Total intangible and other assets	Total intangible and other assets	5,620,766		5,662,862		Total intangible and other assets	5,529,592		5,568,135
Total assets	Total assets	$	6,965,478	$	6,917,646	Total assets	$	7,115,273	$	7,328,896

The accompanying notes are an integral part of these condensed consolidated financial statements.

TEGNA Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands of dollars, except par value and share amounts (Unaudited)


		June 30, 2022		Dec. 31, 2021			June 30, 2023		Dec. 31, 2022

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY	LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY					LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	86,381	$	72,996	Accounts payable	$	78,788	$	76,212
Accrued liabilities	Accrued liabilities					Accrued liabilities
Compensation	Compensation	49,490		55,179		Compensation	38,598		50,339
Interest	Interest	44,720		45,905		Interest	44,625		45,480
Contracts payable for programming rights	Contracts payable for programming rights	93,829		98,534		Contracts payable for programming rights	99,593		117,743
Other	Other	88,696		91,098		Other	67,724		78,265

Income taxes payable	Income taxes payable	7,610		11,420		Income taxes payable	3,416		22,985

Total current liabilities	Total current liabilities	370,726		375,132		Total current liabilities	332,744		391,024
Noncurrent liabilities	Noncurrent liabilities					Noncurrent liabilities

Deferred income tax liability	Deferred income tax liability	552,250		548,374		Deferred income tax liability	574,975		556,131
Long-term debt	Long-term debt	3,067,608		3,231,970		Long-term debt	3,071,026		3,069,316
Pension liabilities	Pension liabilities	54,795		58,063		Pension liabilities	73,380		73,684
Operating lease liabilities	Operating lease liabilities	85,436		88,970		Operating lease liabilities	74,231		79,503
Other noncurrent liabilities	Other noncurrent liabilities	76,175		79,102		Other noncurrent liabilities	66,653		70,098
Total noncurrent liabilities	Total noncurrent liabilities	3,836,264		4,006,479		Total noncurrent liabilities	3,860,265		3,848,732
Total liabilities	Total liabilities	4,206,990		4,381,611		Total liabilities	4,193,009		4,239,756

Commitments and contingent liabilities (see Note 9)	Commitments and contingent liabilities (see Note 9)	0		0		Commitments and contingent liabilities (see Note 9)

Redeemable noncontrolling interest (see Note 1)	Redeemable noncontrolling interest (see Note 1)	16,765		16,129		Redeemable noncontrolling interest (see Note 1)	18,106		17,418

Shareholders’ equity	Shareholders’ equity					Shareholders’ equity
Common stock of $1 par value per share, 800,000,000 shares authorized, 324,418,632 shares issued	Common stock of $1 par value per share, 800,000,000 shares authorized, 324,418,632 shares issued	324,419		324,419		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	Additional paid-in capital	27,941		27,941		Additional paid-in capital	27,941		27,941
Retained earnings	Retained earnings	7,583,436		7,459,380		Retained earnings	7,989,312		7,898,055
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(111,028)		(97,216)		Accumulated other comprehensive loss	(123,467)		(125,533)
Less treasury stock at cost, 101,391,312 shares and 103,012,455 shares, respectively		(5,083,045)		(5,194,618)
Less treasury stock at cost, 122,978,320 shares and 100,970,426 shares, respectively						Less treasury stock at cost, 122,978,320 shares and 100,970,426 shares, respectively	(5,314,047)		(5,053,160)
Total equity	Total equity	2,741,723		2,519,906		Total equity	2,904,158		3,071,722
Total liabilities, redeemable noncontrolling interest and equity	Total liabilities, redeemable noncontrolling interest and equity	$	6,965,478	$	6,917,646	Total liabilities, redeemable noncontrolling interest and equity	$	7,115,273	$	7,328,896

The accompanying notes are an integral part of these condensed consolidated financial statements.

TEGNA Inc.

CONSOLIDATED STATEMENTS OF INCOME

Unaudited, in thousands of dollars, except per share amounts


		Quarter ended June 30,				Six months ended June 30,					Quarter ended June 30,				Six months ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022

Revenues	Revenues	$	784,881	$	732,908	$	1,559,004	$	1,459,959	Revenues	$	731,506	$	784,881	$	1,471,833	$	1,559,004

Operating expenses:	Operating expenses:									Operating expenses:
Cost of revenues1	Cost of revenues1	420,235		397,118		831,685		791,810		Cost of revenues1	430,528		420,235		857,460		831,685
Business units - Selling, general and administrative expenses	Business units - Selling, general and administrative expenses	99,585		96,949		201,554		186,275		Business units - Selling, general and administrative expenses	97,231		99,585		196,340		201,554
Corporate - General and administrative expenses	Corporate - General and administrative expenses	13,612		23,183		34,932		40,053		Corporate - General and administrative expenses	26,506		13,612		38,606		34,932
Depreciation	Depreciation	15,534		15,838		30,839		31,734		Depreciation	14,987		15,534		30,036		30,839
Amortization of intangible assets	Amortization of intangible assets	14,999		15,773		29,999		31,533		Amortization of intangible assets	13,296		14,999		26,878		29,999
Spectrum repacking reimbursements and other, net		(105)		(1,475)		(163)		(2,898)
Asset impairment and other										Asset impairment and other	3,359		(105)		3,359		(163)
Merger termination fee										Merger termination fee	(136,000)		—		(136,000)		—
Total	Total	563,860		547,386		1,128,846		1,078,507		Total	449,907		563,860		1,016,679		1,128,846
Operating income	Operating income	221,021		185,522		430,158		381,452		Operating income	281,599		221,021		455,154		430,158

Non-operating (expense) income:	Non-operating (expense) income:									Non-operating (expense) income:
Equity loss in unconsolidated investments, net	Equity loss in unconsolidated investments, net	(236)		(2,597)		(4,047)		(3,926)		Equity loss in unconsolidated investments, net	(283)		(236)		(520)		(4,047)
Interest expense	Interest expense	(42,950)		(46,609)		(86,570)		(93,094)		Interest expense	(42,797)		(42,950)		(85,703)		(86,570)
Other non-operating items, net	Other non-operating items, net	(1,865)		1,524		15,454		1,854		Other non-operating items, net	5,781		(1,865)		11,192		15,454
Total	Total	(45,051)		(47,682)		(75,163)		(95,166)		Total	(37,299)		(45,051)		(75,031)		(75,163)

Income before income taxes	Income before income taxes	175,970		137,840		354,995		286,286		Income before income taxes	244,300		175,970		380,123		354,995
Provision for income taxes	Provision for income taxes	44,030		30,986		88,768		66,600		Provision for income taxes	44,207		44,030		76,026		88,768
Net Income	Net Income	131,940		106,854		266,227		219,686		Net Income	200,093		131,940		304,097		266,227
Net income attributable to redeemable noncontrolling interest		(371)		(227)		(424)		(442)
Net loss (income) attributable to redeemable noncontrolling interest										Net loss (income) attributable to redeemable noncontrolling interest	12		(371)		311		(424)
Net income attributable to TEGNA Inc.	Net income attributable to TEGNA Inc.	$	131,569	$	106,627	$	265,803	$	219,244	Net income attributable to TEGNA Inc.	$	200,105	$	131,569	$	304,408	$	265,803

Earnings per share:	Earnings per share:									Earnings per share:
Basic	Basic	$	0.59	$	0.48	$	1.19	$	0.99	Basic	$	0.92	$	0.59	$	1.37	$	1.19
Diluted	Diluted	$	0.59	$	0.48	$	1.19	$	0.99	Diluted	$	0.92	$	0.59	$	1.37	$	1.19

Weighted average number of common shares outstanding:	Weighted average number of common shares outstanding:									Weighted average number of common shares outstanding:
Basic shares	Basic shares	223,675		221,522		223,197		221,064		Basic shares	217,830		223,675		221,168		223,197
Diluted shares	Diluted shares	224,489		222,506		223,867		221,855		Diluted shares	217,979		224,489		221,391		223,867

1 Cost of revenues exclude charges for depreciation and amortization expense, which are shown separately above.	1 Cost of revenues exclude charges for depreciation and amortization expense, which are shown separately above.									1 Cost of revenues exclude charges for depreciation and amortization expense, which are shown separately above.

The accompanying notes are an integral part of these condensed consolidated financial statements.

TEGNA Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited, in thousands of dollars


		Quarter ended June 30,				Six months ended June 30,					Quarter ended June 30,				Six months ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022

Net income	Net income	$	131,940	$	106,854	$	266,227	$	219,686	Net income	$	200,093	$	131,940	$	304,097	$	266,227
Other comprehensive income, before tax:	Other comprehensive income, before tax:									Other comprehensive income, before tax:
Foreign currency translation adjustments	Foreign currency translation adjustments	—		255		142		751		Foreign currency translation adjustments	—		—		—		142

Recognition of previously deferred post-retirement benefit plan costs	Recognition of previously deferred post-retirement benefit plan costs	1,085		1,353		2,061		2,578		Recognition of previously deferred post-retirement benefit plan costs	1,327		1,085		2,777		2,061

Realized gain on available-for-sale investment during the period	Realized gain on available-for-sale investment during the period	—		—		(20,800)		—		Realized gain on available-for-sale investment during the period	—		—		—		(20,800)
Other comprehensive income (loss), before tax	Other comprehensive income (loss), before tax	1,085		1,608		(18,597)		3,329		Other comprehensive income (loss), before tax	1,327		1,085		2,777		(18,597)
Income tax effect related to components of other comprehensive income	Income tax effect related to components of other comprehensive income	(279)		(414)		4,785		(857)		Income tax effect related to components of other comprehensive income	(339)		(279)		(711)		4,785
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	806		1,194		(13,812)		2,472		Other comprehensive income (loss), net of tax	988		806		2,066		(13,812)
Comprehensive income	Comprehensive income	132,746		108,048		252,415		222,158		Comprehensive income	201,081		132,746		306,163		252,415
Comprehensive income attributable to redeemable noncontrolling interest		(371)		(227)		(424)		(442)
Comprehensive loss (income) attributable to redeemable noncontrolling interest										Comprehensive loss (income) attributable to redeemable noncontrolling interest	12		(371)		311		(424)
Comprehensive income attributable to TEGNA Inc.	Comprehensive income attributable to TEGNA Inc.	$	132,375	$	107,821	$	251,991	$	221,716	Comprehensive income attributable to TEGNA Inc.	$	201,093	$	132,375	$	306,474	$	251,991

The accompanying notes are an integral part of these condensed consolidated financial statements.

TEGNA Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited, in thousands of dollars


		Six months ended June 30,					Six months ended June 30,
		2022		2021			2023		2022

Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	266,227	$	219,686	Net income	$	304,097	$	266,227
Adjustments to reconcile net income to net cash flow from operating activities:	Adjustments to reconcile net income to net cash flow from operating activities:					Adjustments to reconcile net income to net cash flow from operating activities:
Depreciation and amortization	Depreciation and amortization	60,838		63,267		Depreciation and amortization	56,914		60,838
Stock-based compensation	Stock-based compensation	17,209		16,172		Stock-based compensation	8,845		17,209
Company stock 401(k) contribution	Company stock 401(k) contribution	9,929		9,384		Company stock 401(k) contribution	10,226		9,929
Gains on assets, net	Gains on assets, net	(18,308)		—		Gains on assets, net	—		(18,308)
Equity loss from unconsolidated investments, net		4,047		3,926
Pension contributions including income, net of expense		(1,070)		(8,781)
Change in other assets and liabilities, net of acquisitions:
Decrease (increase) in trade receivables		25,263		(37,207)
Increase (decrease) in accounts payable		13,385		(20,692)
Increase (decrease) in interest and taxes payable, net		9,615		(52,483)
Increase (decrease) in deferred revenue		1,687		(1,015)
Equity losses from unconsolidated investments, net						Equity losses from unconsolidated investments, net	520		4,047

Merger termination fee						Merger termination fee	(136,000)		—
Pension expense, net of employer contributions						Pension expense, net of employer contributions	2,655		(1,070)
Change in other assets and liabilities:						Change in other assets and liabilities:
Decrease in trade receivables						Decrease in trade receivables	64,356		25,263
Increase in accounts payable						Increase in accounts payable	2,576		13,385
Increase in interest and taxes payable, net						Increase in interest and taxes payable, net	1,100		9,615
Increase in deferred revenue						Increase in deferred revenue	861		1,687
Change in other assets and liabilities, net	Change in other assets and liabilities, net	2,565		4,236		Change in other assets and liabilities, net	(8,665)		2,565
Net cash flow from operating activities	Net cash flow from operating activities	391,387		196,493		Net cash flow from operating activities	307,485		391,387
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchase of property and equipment	Purchase of property and equipment	(23,094)		(27,621)		Purchase of property and equipment	(14,491)		(23,094)
Reimbursements from spectrum repacking	Reimbursements from spectrum repacking	163		4,438		Reimbursements from spectrum repacking	—		163
Payments for acquisitions of businesses		—		(13,341)
Payments for acquisition of assets						Payments for acquisition of assets	(1,150)		—
Purchases of investments	Purchases of investments	(4,706)		(408)		Purchases of investments	(328)		(4,706)
Proceeds from investments	Proceeds from investments	3,451		2,418		Proceeds from investments	23		3,451
Proceeds from sale of assets	Proceeds from sale of assets	367		262		Proceeds from sale of assets	39		367
Net cash flow used for investing activities	Net cash flow used for investing activities	(23,819)		(34,252)		Net cash flow used for investing activities	(15,907)		(23,819)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Payments under revolving credit facilities, net	Payments under revolving credit facilities, net	(166,000)		(99,000)		Payments under revolving credit facilities, net	—		(166,000)

Dividends paid	Dividends paid	(42,331)		(36,426)		Dividends paid	(40,489)		(42,331)

Repurchase of common stock						Repurchase of common stock	(300,000)		—
Other, net	Other, net	(15,456)		(10,521)		Other, net	(13,397)		(15,456)
Net cash flow used for financing activities	Net cash flow used for financing activities	(223,787)		(145,947)		Net cash flow used for financing activities	(353,886)		(223,787)
Increase in cash		143,781		16,294
(Decrease) increase in cash						(Decrease) increase in cash	(62,308)		143,781
Balance of cash, beginning of period	Balance of cash, beginning of period	56,989		40,968		Balance of cash, beginning of period	551,681		56,989
Balance of cash, end of period	Balance of cash, end of period	$	200,770	$	57,262	Balance of cash, end of period	$	489,373	$	200,770

Supplemental cash flow information:	Supplemental cash flow information:					Supplemental cash flow information:
Cash paid for income taxes, net of refunds	Cash paid for income taxes, net of refunds	$	79,915	$	117,600	Cash paid for income taxes, net of refunds	$	74,372	$	79,915
Cash paid for interest	Cash paid for interest	$	84,361	$	91,022	Cash paid for interest	$	83,058	$	84,361

The accompanying notes are an integral part of these condensed consolidated financial statements.

TEGNA Inc.

CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

Unaudited, in thousands of dollars, except per share data


Quarters Ended:		Redeemable noncontrolling interest		Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total Equity
Quarters ended:																Quarters ended:	Redeemable noncontrolling interest		Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total Equity
Balance at Mar. 31, 2023																Balance at Mar. 31, 2023	$	17,754	$	324,419	$	27,941	$	7,879,619	$	(124,455)	$	(4,956,259)	$	3,151,265
Net (loss) income																Net (loss) income	(12)		—		—		200,105		—		—		200,105
Other comprehensive income, net of tax																Other comprehensive income, net of tax	—		—		—		—		988		—		988
Total comprehensive income																Total comprehensive income													201,093
Dividends declared: $0.095 per share																Dividends declared: $0.095 per share	—		—		—		(19,130)		—		—		(19,130)
Company stock 401(k) contribution																Company stock 401(k) contribution	—		—		(961)		(12,697)		—		18,320		4,662
Stock-based awards activity																Stock-based awards activity	—		—		(184)		(2,441)		—		2,636		11
Stock-based compensation																Stock-based compensation	—		—		5,157		—		—		—		5,157
Repurchase of common stock																Repurchase of common stock	—		—		(4,220)		(55,780)		—		(378,744)		(438,744)
Adjustment of redeemable noncontrolling interest to redemption value																Adjustment of redeemable noncontrolling interest to redemption value	364		—		—		(364)		—		—		(364)
Other activity																Other activity	—		—		208		—		—		—		208
Balance at June 30, 2023																Balance at June 30, 2023	$	18,106	$	324,419	$	27,941	$	7,989,312	$	(123,467)	$	(5,314,047)	$	2,904,158

																	Redeemable noncontrolling interest		Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total Equity
Balance at Mar. 31, 2022	Balance at Mar. 31, 2022	$	16,430	$	324,419	$	27,941	$	7,479,795	$	(111,834)	$	(5,101,472)	$	2,618,849	Balance at Mar. 31, 2022	$	16,430	$	324,419	$	27,941	$	7,479,795	$	(111,834)	$	(5,101,472)	$	2,618,849
Net income	Net income	371		—		—		131,569		—		—		131,569		Net income	371		—		—		131,569		—		—		131,569
Other comprehensive income, net of tax	Other comprehensive income, net of tax	—		—		—		—		806		—		806		Other comprehensive income, net of tax	—		—		—		—		806		—		806
Total comprehensive income	Total comprehensive income													132,375		Total comprehensive income													132,375
Dividends declared: $0.095 per share	Dividends declared: $0.095 per share	—		—		—		(21,180)		—		—		(21,180)		Dividends declared: $0.095 per share	—		—		—		(21,180)		—		—		(21,180)
Company stock 401(k) contribution	Company stock 401(k) contribution	—		—		(5,004)		(4,810)		—		14,405		4,591		Company stock 401(k) contribution	—		—		(5,004)		(4,810)		—		14,405		4,591
Stock-based awards activity	Stock-based awards activity	—		—		(2,053)		(1,974)		—		4,022		(5)		Stock-based awards activity	—		—		(2,053)		(1,974)		—		4,022		(5)
Stock-based compensation																Stock-based compensation	—		—		6,714		—		—		—		6,714

Stock-based compensation		—		—		6,714		—		—		—		6,714
Adjustment of redeemable noncontrolling interest to redemption value	Adjustment of redeemable noncontrolling interest to redemption value	(36)		—		—		36		—		—		36		Adjustment of redeemable noncontrolling interest to redemption value	(36)		—		—		36		—		—		36
Other activity	Other activity	—		—		343		—		—		—		343		Other activity	—		—		343		—		—		—		343
Balance at June 30, 2022	Balance at June 30, 2022	$	16,765	$	324,419	$	27,941	$	7,583,436	$	(111,028)	$	(5,083,045)	$	2,741,723	Balance at June 30, 2022	$	16,765	$	324,419	$	27,941	$	7,583,436	$	(111,028)	$	(5,083,045)	$	2,741,723

		Redeemable noncontrolling interest		Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total Equity
Balance at Mar. 31, 2021		$	15,220	$	324,419	$	27,596	$	7,151,716	$	(119,798)	$	(5,244,595)	$	2,139,338
Net income		227		—		—		106,627		—		—		106,627
Other comprehensive income, net of tax		—		—		—		—		1,194		—		1,194
Total comprehensive income														107,821
Dividends declared: $0.165 per share		—		—		—		43		—		—		43
Company stock 401(k) contribution		—		—		(1,420)		(9,053)		—		14,552		4,079
Stock-based awards activity		—		—		(5,990)		—		—		5,986		(4)
Stock-based compensation		—		—		7,410		—		—		—		7,410

Adjustment of redeemable noncontrolling interest to redemption value		76		—		—		(76)		—		—		(76)
Other activity		—		—		345		—		—		—		345
Balance at June 30, 2021		$	15,523	$	324,419	$	27,941	$	7,249,257	$	(118,604)	$	(5,224,057)	$	2,258,956


TEGNA Inc.	TEGNA Inc.															TEGNA Inc.
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NON-CONTROLLING INTEREST	CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NON-CONTROLLING INTEREST															CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NON-CONTROLLING INTEREST
Unaudited, in thousands of dollars, except per share data	Unaudited, in thousands of dollars, except per share data															Unaudited, in thousands of dollars, except per share data

Six Months Ended:	Six Months Ended:	Redeemable noncontrolling interest		Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total		Six Months Ended:	Redeemable noncontrolling interest		Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total
Balance at Dec. 31, 2022																Balance at Dec. 31, 2022	$	17,418	$	324,419	$	27,941	$	7,898,055	$	(125,533)	$	(5,053,160)	$	3,071,722
Net income																Net income	(311)		—		—		304,408		—		—		304,408
Other comprehensive income, net of tax																Other comprehensive income, net of tax	—		—		—		—		2,066		—		2,066
Total comprehensive income																Total comprehensive income													306,474
Dividends declared: $0.19 per share																Dividends declared: $0.19 per share	—		—		—		(40,489)		—		—		(40,489)
Company stock 401(k) contribution																Company stock 401(k) contribution	—		—		(1,536)		(27,188)		—		38,950		10,226
Stock-based awards activity																Stock-based awards activity	—		—		(3,609)		(88,695)		—		78,907		(13,397)
Stock-based compensation																Stock-based compensation	—		—		8,845		—		—		—		8,845
Repurchase of common stock																Repurchase of common stock	—		—		(4,220)		(55,780)		—		(378,744)		(438,744)
Adjustment of redeemable noncontrolling interest to redemption value																Adjustment of redeemable noncontrolling interest to redemption value	999		—		—		(999)		—		—		(999)
Other activity																Other activity	—		—		520		—		—		—		520
Balance at June 30, 2023																Balance at June 30, 2023	$	18,106	$	324,419	$	27,941	$	7,989,312	$	(123,467)	$	(5,314,047)	$	2,904,158

																	Redeemable noncontrolling interest		Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total
Balance at Dec. 31, 2021	Balance at Dec. 31, 2021	$	16,129	$	324,419	$	27,941	$	7,459,380	$	(97,216)	$	(5,194,618)	$	2,519,906	Balance at Dec. 31, 2021	$	16,129	$	324,419	$	27,941	$	7,459,380	$	(97,216)	$	(5,194,618)	$	2,519,906
Net income	Net income	424		—		—		265,803		—		—		265,803		Net income	424		—		—		265,803		—		—		265,803
Other comprehensive income, net of tax	Other comprehensive income, net of tax	—		—		—		—		(13,812)		—		(13,812)		Other comprehensive income, net of tax	—		—		—		—		(13,812)		—		(13,812)
Total comprehensive income	Total comprehensive income													251,991		Total comprehensive income													251,991
Dividends declared: $0.19 per share	Dividends declared: $0.19 per share	—		—		—		(42,331)		—		—		(42,331)		Dividends declared: $0.19 per share	—		—		—		(42,331)		—		—		(42,331)
Company stock 401(k) contribution	Company stock 401(k) contribution	—		—		(6,326)		(16,084)		—		32,339		9,929		Company stock 401(k) contribution	—		—		(6,326)		(16,084)		—		32,339		9,929
Stock-based awards activity	Stock-based awards activity	—		—		(11,570)		(83,120)		—		79,234		(15,456)		Stock-based awards activity	—		—		(11,570)		(83,120)		—		79,234		(15,456)
Stock-based compensation	Stock-based compensation	—		—		17,209		—		—		—		17,209		Stock-based compensation	—		—		17,209		—		—		—		17,209

Adjustment of redeemable noncontrolling interest to redemption value	Adjustment of redeemable noncontrolling interest to redemption value	212		—		—		(212)		—		—		(212)		Adjustment of redeemable noncontrolling interest to redemption value	212		—		—		(212)		—		—		(212)
Other activity	Other activity	—		—		687		—		—		—		687		Other activity	—		—		687		—		—		—		687
Balance at June 30, 2022	Balance at June 30, 2022	$	16,765	$	324,419	$	27,941	$	7,583,436	$	(111,028)	$	(5,083,045)	$	2,741,723	Balance at June 30, 2022	$	16,765	$	324,419	$	27,941	$	7,583,436	$	(111,028)	$	(5,083,045)	$	2,741,723

		Redeemable noncontrolling interest		Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total
Balance at Dec. 31, 2020		$	14,933	$	324,419	$	113,267	$	7,075,640	$	(121,076)	$	(5,334,155)	$	2,058,095
Net income		442		—		—		219,244		—		—		219,244
Other comprehensive income, net of tax		—		—		—		—		2,472		—		2,472
Total comprehensive income														221,716
Dividends declared: $0.235 per share		—		—		—		(36,426)		—		—		(36,426)
Company stock 401(k) contribution		—		—		(17,674)		(9,053)		—		36,111		9,384
Stock-based awards activity		—		—		(84,509)		—		—		73,987		(10,522)
Stock-based compensation		—		—		16,172		—		—		—		16,172

Adjustment of redeemable noncontrolling interest to redemption value		148		—		—		(148)		—		—		(148)
Other activity		—		—		685		—		—		—		685
Balance at June 30, 2021		$	15,523	$	324,419	$	27,941	$	7,249,257	$	(118,604)	$	(5,224,057)	$	2,258,956

The accompanying notes are an integral part of these condensed consolidated financial statements.

TEGNA Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ~~Accounting~~Basis of presentation, merger agreement and accounting policies

Basis of presentation: Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial reporting, the instructions for Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (SEC) Regulation S-X. Accordingly, they do not include all information and footnotes which are normally included in the Form 10-K and annual report to shareholders. In our opinion, the condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented. The condensed consolidated financial statements should be read in conjunction with our (or TEGNA’s) audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We use the best information available in developing significant estimates inherent in our financial statements. Actual results could differ from these estimates, and these differences resulting from changes in facts and circumstances could be material. Significant estimates include, but are not limited to, evaluation of goodwill and other intangible assets for impairment, fair value measurements, post-retirement benefit plans, income taxes including deferred taxes, and contingencies. The condensed consolidated financial statements include the accounts of subsidiaries we control. We eliminate all intercompany balances, transactions, and profits in consolidation. Investments in entities over which we have significant influence, but do not have control, are accounted for under the equity method. Our share of net earnings and losses from these ventures is included in “Equity loss in unconsolidated investments, net” in the Consolidated Statements of Income.

We operate 1one operating and reportable segment, which primarily consists of our 64 television stations and 2two radio stations operating in 51 markets, providing high-quality television programming and digital content. Our reportable segment determination is based on our management and internal reporting structure, the nature of products and services we offer, and the financial information that is evaluated regularly by our chief operating decision maker.

Merger Agreement: On February 22, 2022, we entered into an Agreement and Plan of Merger (as amended, the Merger Agreement), with Teton Parent Corp., a newly formed Delaware corporation (Parent), Teton Merger Corp., a newly formed Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and solely for purposes of certain provisions specified therein, other subsidiaries of Parent, certain affiliates of Standard General L.P., a Delaware limited partnership (Standard General) and CMG Media Corporation, a Delaware corporation (CMG), and certain of its subsidiaries. ~~Parent, Merger Sub, the other subsidiaries of Parent, those affiliates of Standard General, CMG and those subsidiaries of CMG, are collectively, referred to as the “Parent Restructuring Entities.”~~

The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into TEGNA (the Merger), with TEGNA continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent. The Merger Agreement provides that each share of common stock, par value $1.00 per share, TEGNA (the Common Stock) outstanding immediately prior to the effective time of the Merger (the Effective Time), other than certain excluded shares, will at the Effective Time automatically be converted into the right to receive (i) $24.00 per share of Common Stock in cash, without interest, plus (ii) additional amounts in cash, without interest, if the Merger does not close within a certain period of time after the date of the Merger Agreement. TEGNA shareholders will receive additional cash consideration in the form of a “ticking fee” of $0.00167 per share per day (or $0.05 per month) if the closing occurs between the 9- and 12-month anniversary of signing, increasing to $0.0025 per share per day (or $0.075 per month) if the closing occurs between the 12- and 13-month anniversary of signing, $0.00333 per share per day (or $0.10 per month) if the closing occurs between the 13- and 14-month anniversary of signing, and $0.00417 per share per day (or $0.125 per month) if the closing occurs on or after the 14-month anniversary of signing.

The Merger Agreement contains certain termination rights and provides that, upon termination of the Merger Agreement under certain specified circumstances, TEGNA will be required to pay Parent a termination fee of $163.0 million, and Parent will be required to pay TEGNA a termination fee of either $136.0 million or $272.0 million.

TEGNA has made customary representations, warranties and covenants in the Merger Agreement. If the Merger is consummated, the Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.

On ~~March 10, 2022, TEGNA, Parent, Merger Sub, and, solely for purposes of certain provisions specified therein, the other Parent Restructuring Entities, entered into an amendment to~~May 22, 2023, after a protracted regulatory review, we terminated the Merger Agreement ~~(the Amendment). The Amendment provides, among other things and subject~~in accordance with its terms. Under the terms of the Merger Agreement, Parent was required to pay us a $136.0 million fee as a result of this termination. In lieu of cash payment for the termination fee, we agreed to accept from Parent 8.6 million shares of the Company’s common stock, which Parent transferred to the ~~terms~~Company on June 1, 2023, and ~~conditions set forth therein, that certain regulatory efforts covenants will apply with respect~~which was recorded as an increase to ~~certain station transfers from Parent or~~our Treasury stock. The $136.0 million termination fee was recorded as an ~~affiliate~~operating item within our Consolidated Statement of ~~Parent~~Income and Consolidated Statement of Cash flow. Approximately $9.9 million of the termination fee was contractually due to ~~CMG or an affiliate~~one of ~~CMG that are contemplated to be consummated as~~the Company’s professional advisors. This expense was recorded within “Corporate - General and Administrative expenses” within our Consolidated Statement of ~~immediately following the Effective Time.~~

~~On May 17, 2022 the stockholders of TEGNA voted to adopt the Merger Agreement.~~

~~The Merger is subject to the satisfaction of customary closing conditions, including receipt of applicable regulatory approvals, and is expected to close in the second half of 2022.~~Income.

Accounting guidance adopted in ~~2022:~~2023: We did not adopt any new accounting guidance in ~~2022~~2023 that had a material impact on our consolidated financial statements or disclosures.

New accounting guidance not yet adopted: There isare currently no ~~pending~~issued accounting ~~guidance~~standards not yet adopted that we expect to have a material impact on our consolidated financial statements or disclosures.

Trade receivables and allowances for doubtful accounts: Trade receivables are recorded at invoiced amounts and generally do not bear interest. The allowance for doubtful accounts reflects our estimate of credit exposure, determined principally on the basis of our collection experience, aging of our receivables and any specific reserves needed for certain customers based on their credit risk. Our allowance also takes into account expected future trends which may impact our customers’ ability to pay, such as economic growth (or declines), unemployment and demand for our products and services. We monitor the credit quality of our customers and their ability to pay through the use of analytics and communication with individual customers. As of June 30, ~~2022,~~2023, our allowance for doubtful accounts was ~~$5.6~~$4.2 million as compared to ~~$4.4~~$3.7 million as of December 31, ~~2021.~~2022.

Programming assets: We are party to programming contracts which provide us with rights to broadcast syndicated programs, original series and films. These contracts are recorded at the gross amount of the related liability when the programs are available for telecasting. The related assets are recorded at the lower of cost or estimated net realizable value. Programming assets are classified as current (within Prepaid expenses and other current assets) or noncurrent (within Investments and other assets) in the Condensed Consolidated Balance Sheets, based on when the programming is expected to air. Expense is recognized on a straight line basis which appropriately matches the cost of the programs with the revenues associated with them.

We evaluate the net realizable value of our programming asset when a triggering event occurs, such as a change in our intended usage, or sustained lower than expected ratings for the program. We determine the net realizable value based on a projection of the estimated revenues less projected direct costs associated with the programming. If the future direct costs exceed expected revenues, impairment of the program asset may be required. In the second quarter of 2023, we recognized an impairment charge of $3.4 million related to certain programming assets. The impairment was recorded in the “Asset impairment and other” line item of the Consolidated Statements of Income.

Redeemable Noncontrolling interest: Our Premion business operates an advertising network for over-the-top (OTT) streaming and connected television platforms. In March 2020, we sold a minority interest in Premion to an affiliate of Gray Television (Gray) and entered into a ~~3 year~~ commercial reselling agreement with the affiliate. During the first quarter of 2023, we entered into a multi-year extension of the reselling agreement with Gray. Gray’s investment allows it to sell its interest to Premion if there is a change in control of TEGNA or if the ~~existing~~ commercial agreement terminates. Since redemption of the minority ownership interest is outside our control, Gray’s equity interest is presented outside of the Equity section on the Condensed Consolidated Balance ~~Sheet~~Sheets in the caption “Redeemable noncontrolling interest.”

Treasury Stock: We account for treasury stock under the cost method. When treasury stock is re-issued at a price higher than its cost, the difference is recorded as a component of additional paid-in-capital (APIC) in our Condensed Consolidated Balance Sheets. When treasury stock is re-issued at a price lower than its cost, the difference is recorded as a component of APIC to the extent that there are previously recorded gains to offset the losses. If there are no treasury stock gains in APIC, the losses upon re-issuance of treasury stock are recorded as a reduction of retained earnings in our Condensed Consolidated Balance Sheets.

Accelerated share repurchase program: On June 2, 2023, we entered into an accelerated share repurchase (ASR) program with JPMorgan Chase Bank, National Association (JPMorgan). Under the terms of the ASR, we repurchased $300 million in TEGNA common shares from JPMorgan, with an initial delivery of approximately 15.2 million shares received on June 6, 2023, representing 80% ($240 million) of the value of the ASR contract. The final number of shares to be repurchased will be based on the average daily volume-weighted average price of TEGNA shares during the term of the ASR, less a discount and subject to customary adjustments pursuant to the terms of the ASR. At settlement, JPMorgan may be required to deliver additional shares of common stock to us, or under certain circumstances, we may be required to make a cash payment or deliver shares of common stock to JPMorgan. The final settlement of the ASR is expected to be completed by the end of the third quarter of 2023, subject to acceleration at JPMorgan’s discretion.

Revenue recognition: Revenue is recognized upon the transfer of control of promised services to our customers in an amount that reflects the consideration we expect to receive in exchange for those services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Amounts received from customers in advance of providing services to our customers are recorded as deferred revenue.

The primary sources of our revenues are: 1) subscription revenues, reflecting fees paid by satellite, cable, OTT (companies that deliver video content to consumers over the Internet) and telecommunications providers to carry our television signals on their systems; 2) advertising & marketing services revenues, which include local and national non-political television advertising, digital marketing services (including Premion), advertising on the stations’ websites, tablet and mobile products, and OTT apps; 3) political advertising revenues, which are driven by even-year election cycles at the local and national level (e.g. 2024, 2022, ~~2020~~ etc.) and particularly in the second half of those years; and 4) other services, such as production of programming, tower rentals and distribution of our local news content.

Revenue earned by these sources in the second quarter and first six months of ~~2022~~2023 and ~~2021~~2022 are shown below (amounts in thousands):


		Quarter ended June 30,				Six months ended June 30,					Quarter ended June 30,				Six months ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022

Subscription	Subscription	$	389,079	$	375,081	$	780,733	$	761,818	Subscription	$	396,126	$	389,079	$	810,406	$	780,733
Advertising & Marketing Services	Advertising & Marketing Services	335,259		340,889		689,726		663,723		Advertising & Marketing Services	317,726		335,259		625,571		689,726
Political	Political	50,858		9,581		68,823		19,009		Political	5,991		50,858		11,282		68,823
Other	Other	9,685		7,357		19,722		15,409		Other	11,663		9,685		24,574		19,722
Total revenues	Total revenues	$	784,881	$	732,908	$	1,559,004	$	1,459,959	Total revenues	$	731,506	$	784,881	$	1,471,833	$	1,559,004

NOTE 2 – Goodwill and other intangible assets

The following table displays goodwill, indefinite-lived intangible assets, and amortizable intangible assets as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 (in thousands):


		June 30, 2022				Dec. 31, 2021					June 30, 2023				Dec. 31, 2022
		Gross		Accumulated Amortization		Gross		Accumulated Amortization			Gross		Accumulated Amortization		Gross		Accumulated Amortization

Goodwill	Goodwill	$	2,981,587	$	—	$	2,981,587	$	—	Goodwill	$	2,981,587	$	—	$	2,981,587	$	—

Indefinite-lived intangibles:	Indefinite-lived intangibles:									Indefinite-lived intangibles:
Television and radio station FCC broadcast licenses	Television and radio station FCC broadcast licenses	2,123,898		—		2,123,898		—		Television and radio station FCC broadcast licenses	2,124,731		—		2,123,898		—
Amortizable intangible assets:	Amortizable intangible assets:									Amortizable intangible assets:
Retransmission agreements	Retransmission agreements	235,215		(181,867)		235,215		(168,439)		Retransmission agreements	113,621		(84,747)		224,827		(184,796)
Network affiliation agreements	Network affiliation agreements	309,503		(109,430)		309,503		(97,195)		Network affiliation agreements	309,503		(133,250)		309,503		(121,664)
Other	Other	71,465		(37,295)		71,465		(32,959)		Other	71,190		(45,487)		71,465		(41,627)
Total indefinite-lived and amortizable intangible assets	Total indefinite-lived and amortizable intangible assets	$	2,740,081	$	(328,592)	$	2,740,081	$	(298,593)	Total indefinite-lived and amortizable intangible assets	$	2,619,045	$	(263,484)	$	2,729,693	$	(348,087)

Our retransmission agreements and network affiliation agreements are amortized on a straight-line basis over their estimated useful lives. Other intangibles primarily include distribution agreements from our multicast networks acquisition, which are also amortized on a straight-line basis ~~over~~over their useful lives. In 2023, gross retransmission agreement intangible assets and associated accumulated amortization decreased by $111.2 million, due to certain retransmission intangible assets reaching the end of their useful lives.

NOTE 3 – Investments and other assets

Our investments and other assets consisted of the following as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 (in thousands):


		June 30, 2022		Dec. 31, 2021			June 30, 2023		Dec. 31, 2022

Cash value insurance	Cash value insurance	$	48,958	$	53,189	Cash value insurance	$	50,300	$	48,919
Available-for-sale debt security		—		23,800

Equity method investments	Equity method investments	17,143		21,986		Equity method investments	16,810		17,003
Other equity investments	Other equity investments	20,158		20,331		Other equity investments	20,158		20,158
Deferred debt issuance costs	Deferred debt issuance costs	4,033		5,805		Deferred debt issuance costs	450		2,232
Long-term contract assets	Long-term contract assets	22,253		—		Long-term contract assets	11,881		14,135
Other long-term assets	Other long-term assets	30,875		27,397		Other long-term assets	19,240		24,047
Total	Total	$	143,420	$	152,508	Total	$	118,839	$	126,494

Cash value life insurance: We are the beneficiary of life insurance policies on the lives of certain employees/retirees, which are recorded at their cash surrender value as determined by the insurance carrier. These policies are utilized as a partial funding source for deferred compensation and other non-qualified employee retirement plans. Gains and losses on these investments are included in “Other non-operating items, net” within our Consolidated Statement of Income and were not material for all periods presented.

~~Available-for-sale debt security~~: We previously held a debt security investment issued by MadHive, Inc. (MadHive), that we classified as an available-for-sale investment. Available-for-sale debt securities are required to be carried at their fair value, with unrealized gains and losses (net of income taxes) that are considered temporary in nature recorded in “Accumulated other comprehensive loss” on the Condensed Consolidated Balance Sheet. In the first quarter of 2022, we amended the terms of the debt security, which became effective on January 3, 2022, in parallel with an amendment and extension of our commercial agreements with MadHive. The amendments modified several items, including the conversion rights as well as the maturity date of the note. In exchange for the convertible debt modifications, we received favorable terms in our renewed commercial agreements with MadHive. As a result of these amendments, in the first quarter of 2022 we recognized a previously unrecognized gain of $20.8 million. The gain was recorded in “Other non-operating items, net” within our Consolidated Statement of Income. The debt matured in June 2022 at which time the principal balance of $3.0 million plus accrued interest was paid to us. The $3.0 million principal balance was classified as “Proceeds from investments” within our Consolidated Statement of Cash Flow”. See Note 9 for additional information regarding our related party transactions with MadHive.

Other equity investments: Represents investments in non-public businesses that do not have readily determinable pricing, and for which we do not have control or do not exert significant influence. These investments are recorded at cost less impairments, if any, plus or minus changes in observable prices for those investments. In the first quarter of 2022, we recorded a $2.5 million impairment charge, in “Other non-operating items, net” within our Consolidated Statement of Income, due to the decline in the fair value of one of our investments.

Deferred debt issuance costs: These costs consist of amounts paid to lenders related to our revolving credit facility. Debt issuance costs paid for our ~~term debt and~~ unsecured notes are accounted for as a reduction in the debt obligation.

Long-term contract assets: These amounts primarily consist of ~~a $15.0 million~~an asset related to a long-term services agreement for IT security and a $5.2 million asset representing the long-term portion of a contract asset that was recognized as a result of the $20.8 million gain discussed above related to favorable rates obtained on recent commercial agreements with Madhive. This gain resulted in a contract asset which was recognized in January 2022 and is being amortized over two years (through December 2023). See Note 9 for additional details.security.

NOTE 4 – Long-term debt

Our long-term debt is summarized below (in thousands):


		June 30, 2022		Dec. 31, 2021			June 30, 2023		Dec. 31, 2022

Borrowings under revolving credit agreement expiring August 2024		$	—	$	166,000

Unsecured notes bearing fixed rate interest at 4.75% due March 2026	Unsecured notes bearing fixed rate interest at 4.75% due March 2026	550,000		550,000		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	Unsecured notes bearing fixed rate interest at 7.75% due June 2027	200,000		200,000		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	Unsecured notes bearing fixed rate interest at 7.25% due September 2027	240,000		240,000		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	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 4.625% due March 2028	1,000,000		1,000,000
Unsecured notes bearing fixed rate interest at 5.00% due September 2029	Unsecured notes bearing fixed rate interest at 5.00% due September 2029	1,100,000		1,100,000		Unsecured notes bearing fixed rate interest at 5.00% due September 2029	1,100,000		1,100,000
Total principal long-term debt	Total principal long-term debt	3,090,000		3,256,000		Total principal long-term debt	3,090,000		3,090,000
Debt issuance costs	Debt issuance costs	(29,194)		(31,378)		Debt issuance costs	(24,616)		(26,911)
Unamortized premiums	Unamortized premiums	6,802		7,348		Unamortized premiums	5,642		6,227

Total long-term debt	Total long-term debt	$	3,067,608	$	3,231,970	Total long-term debt	$	3,071,026	$	3,069,316

As of June 30, ~~2022,~~2023, cash and cash equivalents totaled ~~$200.8~~$489.4 million and we had unused borrowing capacity of $1.49 billion under our $1.51 billion revolving credit facility, which expires in August 2024. We were in compliance with all covenants, including the leverage ratio (our one financial covenant) contained in our debt agreements and revolving credit facility. We believe, based on our current financial forecasts and trends, that we will remain compliant with all covenants for the foreseeable future.

Under our revolving credit facility we have the ability to draw loans based on two different interest rate indices, one of which was previously based on the London Interbank Offered Rate (LIBOR). During the second quarter of 2023, we amended our revolving credit facility to replace the LIBOR-based interest rate index, which was phased out, with a Secured Overnight Financing Rate (SOFR) based interest rate index. The transition from LIBOR to SOFR did not have a material impact on the Company.

NOTE 5 – Retirement plans

We have various defined benefit retirement plans. Our principal defined benefit pension plan is the TEGNA Retirement Plan (TRP). The ~~disclosure table below primarily includes the pension expenses of the TRP and the TEGNA Supplemental Retirement Plan (SERP). The~~ total net pension obligations, including both current and non-current liabilities, as of June 30, ~~2022,~~2023, were ~~$60.8~~$79.0 million, of which ~~$6.0~~$5.6 million is recorded as a current obligation within accrued liabilities on the Condensed Consolidated Balance Sheet.

Pension costs (income), which primarily include costs for the qualified TRP and the non-qualified ~~SERP,~~TEGNA Supplemental Retirement Plan, are presented in the following table (in thousands):

Quarter ended June 30, Six months ended June 30,
2022 2021 2022 2021
Service cost-benefits earned during the period $ — $ 1 $ — $ 1
Interest cost on benefit obligation 4,241 3,988 8,541 7,938
Expected return on plan assets (4,851) (8,690) (9,751) (17,340)
Amortization of prior service cost (117) 20 (242) 45
Amortization of actuarial loss 1,202 1,246 2,302 2,446
Expense (income) from company-sponsored retirement plans $ 475 $ (3,435) $ 850 $ (6,910)


	Quarter ended June 30,				Six months ended June 30,
	2023		2022		2023		2022


Interest cost on benefit obligation	$	6,116	$	4,241	12,266		8,541
Expected return on plan assets	(5,245)		(4,851)		(10,470)		(9,751)
Amortization of prior service credit	(107)		(117)		(232)		(242)
Amortization of actuarial loss	1,434		1,202		3,009		2,302

Expense from company-sponsored retirement plans	$	2,198	$	475	$	4,573	$	850

Benefits no longer accrue for ~~substantially all~~ TRP and SERP participants as a result of amendments to the plans in past years, and as such we no longer incur a ~~significant amount of the~~ service cost component of pension expense. All other components of our pension expense presented above are included within the “Other non-operating items, net” line item of the Consolidated Statements of Income.

During the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, we did not make any cash contributions to the TRP. We made benefit payments to participants of the SERP of ~~$1.9~~$1.9 million ~~and $1.8 million~~ during the six ~~months~~month periods ended June 30, ~~2022~~2023 and ~~2021, respectively.~~2022. Based on actuarial projections and funding levels, we do not expect to make any cash payments to the TRP in ~~2022 (as none are required based on our current funding levels).~~2023. We expect to make additional cash payments of ~~$3.6~~$3.0 million to our SERP participants during the remainder of ~~2022.~~2023.

NOTE 6 – Accumulated other comprehensive loss

The following table summarizes the components of, and the changes in, Accumulated Other Comprehensive Loss (AOCL), net of tax (in thousands):


		Retirement Plans		Foreign Currency Translation		Available-For-Sale Investment		Total			Retirement Plans		Foreign Currency Translation		Available-For-Sale Investment		Total
Quarters Ended:
Quarters ended:										Quarters ended:
Balance at Mar. 31, 2023										Balance at Mar. 31, 2023	$	(124,987)	$	532	$	—	$	(124,455)

Amounts reclassified from AOCL										Amounts reclassified from AOCL	988		—		—		988
Total other comprehensive income										Total other comprehensive income	988		—		—		988
Balance at June 30, 2023										Balance at June 30, 2023	$	(123,999)	$	532	$	—	$	(123,467)

Balance at Mar. 31, 2022	Balance at Mar. 31, 2022	$	(112,366)	$	532	$	—	$	(111,834)	Balance at Mar. 31, 2022	$	(112,366)	$	532	$	—	$	(111,834)

Amounts reclassified from AOCL	Amounts reclassified from AOCL	806		—		—		806		Amounts reclassified from AOCL	806		—		—		806
Total other comprehensive income	Total other comprehensive income	806		—		—		806		Total other comprehensive income	806		—		—		806
Balance at June 30, 2022	Balance at June 30, 2022	$	(111,560)	$	532	$	—	$	(111,028)	Balance at June 30, 2022	$	(111,560)	$	532	$	—	$	(111,028)

Balance at Mar. 31, 2021		$	(120,070)	$	272	$	—	$	(119,798)
Other comprehensive loss before reclassifications		—		189		—		189
Amounts reclassified from AOCL		1,005		—		—		1,005
Total other comprehensive income		1,005		189		—		1,194
Balance at June 30, 2021		$	(119,065)	$	461	$	—	$	(118,604)

		Retirement Plans		Foreign Currency Translation		Available-For-Sale Investment		Total			Retirement Plans		Foreign Currency Translation		Available-For-Sale Investment		Total
Six Months Ended:	Six Months Ended:									Six Months Ended:
Balance at Dec. 31, 2022										Balance at Dec. 31, 2022	$	(126,065)	$	532	$	—	$	(125,533)
Other comprehensive income before reclassifications										Other comprehensive income before reclassifications	2,066		—		—		2,066

Total other comprehensive income (loss)										Total other comprehensive income (loss)	2,066		—		—		2,066
Balance at June 30, 2023										Balance at June 30, 2023	$	(123,999)	$	532	$	—	$	(123,467)

Balance at Dec. 31, 2021	Balance at Dec. 31, 2021	$	(113,090)	$	455	$	15,419	$	(97,216)	Balance at Dec. 31, 2021	$	(113,090)	$	455	$	15,419	$	(97,216)
Other comprehensive income before reclassifications	Other comprehensive income before reclassifications	—		77		—		77		Other comprehensive income before reclassifications	—		77		—		77
Amounts reclassified from AOCL	Amounts reclassified from AOCL	1,530		—		(15,419)		(13,889)		Amounts reclassified from AOCL	1,530		—		(15,419)		(13,889)
Total other comprehensive income (loss)		1,530		77		(15,419)		(13,812)
Total other comprehensive income										Total other comprehensive income	1,530		77		(15,419)		(13,812)
Balance at June 30, 2022	Balance at June 30, 2022	$	(111,560)	$	532	$	—	$	(111,028)	Balance at June 30, 2022	$	(111,560)	$	532	$	—	$	(111,028)

Balance at Dec. 31, 2020		$	(120,979)	$	(97)	$	—	$	(121,076)
Other comprehensive income before reclassifications		—		558		—		558
Amounts reclassified from AOCL		1,914		—		—		1,914
Total other comprehensive income		1,914		558		—		2,472
Balance at June 30, 2021		$	(119,065)	$	461	$	—	$	(118,604)

Reclassifications from AOCL to the Consolidated Statements of Income are comprised of recognition of a realized gain on an available-for-sale investment as well as pension and other post-retirement components. Pension and other post retirement reclassifications are related to the amortizations of prior service costs and actuarial losses. Amounts reclassified out of AOCL are summarized below (in thousands):


		Quarter ended June 30,				Six months ended June 30,					Quarter ended June 30,				Six months ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022

Amortization of prior service credit, net	Amortization of prior service credit, net	$	(123)	$	(266)	$	(248)	$	(241)	Amortization of prior service credit, net	$	(107)	$	(123)	$	(232)	$	(248)
Amortization of actuarial loss	Amortization of actuarial loss	1,208		1,619		2,309		2,819		Amortization of actuarial loss	1,434		1,208		3,009		2,309

Realized gain on available-for-sale investment	Realized gain on available-for-sale investment	—		—		(20,800)		—		Realized gain on available-for-sale investment	—		—		—		(20,800)
Total reclassifications, before tax	Total reclassifications, before tax	1,085		1,353		(18,739)		2,578		Total reclassifications, before tax	1,327		1,085		2,777		(18,739)
Income tax effect	Income tax effect	(279)		(348)		4,850		(664)		Income tax effect	(339)		(279)		(711)		4,850
Total reclassifications, net of tax	Total reclassifications, net of tax	$	806	$	1,005	$	(13,889)	$	1,914	Total reclassifications, net of tax	$	988	$	806	$	2,066	$	(13,889)

NOTE 7 – Earnings per share

Our earnings per share (basic and diluted) are presented below (in thousands, except per share amounts):


		Quarter ended June 30,				Six months ended June 30,					Quarter ended June 30,				Six months ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022

Net Income	Net Income	$	131,940	$	106,854	$	266,227	$	219,686	Net Income	$	200,093	$	131,940	$	304,097	$	266,227
Net income attributable to the noncontrolling interest		(371)		(227)		(424)		(442)
Net loss (income) attributable to the noncontrolling interest										Net loss (income) attributable to the noncontrolling interest	12		(371)		311		(424)
Adjustment of redeemable noncontrolling interest to redemption value	Adjustment of redeemable noncontrolling interest to redemption value	36		(76)		(212)		(148)		Adjustment of redeemable noncontrolling interest to redemption value	(364)		36		(999)		(212)
Earnings available to common shareholders	Earnings available to common shareholders	$	131,605	$	106,551	$	265,591	$	219,096	Earnings available to common shareholders	$	199,741	$	131,605	$	303,409	$	265,591

Weighted average number of common shares outstanding - basic	Weighted average number of common shares outstanding - basic	223,675		221,522		223,197		221,064		Weighted average number of common shares outstanding - basic	217,830		223,675		221,168		223,197
Effect of dilutive securities:	Effect of dilutive securities:									Effect of dilutive securities:
Restricted stock units	Restricted stock units	466		718		393		564		Restricted stock units	64		466		126		393
Performance shares	Performance shares	348		265		277		224		Performance shares	85		348		97		277
Stock options		—		1		—		3

Weighted average number of common shares outstanding - diluted	Weighted average number of common shares outstanding - diluted	224,489		222,506		223,867		221,855		Weighted average number of common shares outstanding - diluted	217,979		224,489		221,391		223,867

Earnings per share - basic	Earnings per share - basic	$	0.59	$	0.48	$	1.19	$	0.99	Earnings per share - basic	$	0.92	$	0.59	$	1.37	$	1.19
Earnings per share - diluted	Earnings per share - diluted	$	0.59	$	0.48	$	1.19	$	0.99	Earnings per share - diluted	$	0.92	$	0.59	$	1.37	$	1.19

Our calculation of diluted earnings per share includes the dilutive effects for the assumed vesting of outstanding restricted stock units and performance shares.

NOTE 8 – Fair value measurement

We measure and record certain assets and liabilities at fair value in the accompanying condensed consolidated financial statements. U.S. GAAP establishes a hierarchy for those instruments measured at fair value that distinguishes between market data (observable inputs) and our own assumptions (unobservable inputs). The hierarchy consists of three levels:

Level 1 - Quoted market prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than Level 1 inputs that are either directly or indirectly observable; and

Level 3 - Unobservable inputs developed using our own estimates and assumptions, which reflect those that a market participant would use.

In the second quarter of 2023 we recognized an impairment charge of $3.4 million, in “Asset impairment and other” within our Consolidated Statement of Income, related to certain programming assets. The fair value was determined based on a projection of the estimated revenues less projected direct costs associated with the programming (which is classified as Level 3 in the fair value hierarchy).

In the first quarter of 2022, we recorded a $2.5 million impairment charge, in “Other non-operating items, net” within our Consolidated Statement of Income, due to the decline in the fair value of one of our investments. The fair value was determined using a market approach which was based on significant inputs not observable in the market, and thus represented a Level 3 fair value measurement.

We also hold other financial instruments, including cash and cash equivalents, receivables, accounts

payable and debt. The carrying amounts for cash and cash equivalents, receivables and accounts payable approximated their fair values. The fair value of our total debt, based on the bid and ask quotes for the related debt (Level 2), totaled ~~$3.00~~$2.79 billion at June 30, ~~2022,~~2023, and ~~$3.40~~$2.95 billion at December 31, ~~2021.~~2022.

NOTE 9 – Other matters

Litigation

In the third quarter of 2018, certain national media outlets reported the existence of a confidential investigation by the United States Department of Justice Antitrust Division (DOJ) into the local television advertising sales practices of station owners. We received a Civil Investigative Demand (CID) in connection with the DOJ’s investigation. On November 13 and December 13, 2018, the DOJ and 7seven other broadcasters settled a DOJ complaint alleging the exchange of competitively sensitive information in the broadcast television industry. In June 2019, we and 4four other broadcasters entered into a substantially identical agreement with DOJ, which was entered by the court on December 3, 2019. The settlement contains no finding of wrongdoing or liability and carries no penalty. It prohibits us and the other settling entities from sharing certain confidential business information, or using such information pertaining to other broadcasters, except under limited circumstances. The settlement also requires the settling parties to make certain enhancements to their antitrust compliance programs, to continue to cooperate with the DOJ’s investigation, and to permit DOJ to verify compliance. The costs of compliance have not been material, nor do we expect future compliance costs to be material.

Since the national media reports, numerous putative class action lawsuits were filed against owners of television stations (the Advertising Cases) in different jurisdictions. Plaintiffs are a class consisting of all persons and entities in the United States who paid for all or a portion of advertisement time on local television provided by the defendants. The Advertising Cases assert antitrust and other claims and seek monetary damages, attorneys’ fees, costs and interest, as well as injunctions against the allegedly wrongful conduct.

These cases ~~have been~~were consolidated into a single proceeding in the United States District Court for the Northern District of Illinois, captioned ~~Clay, Massey & Associates, P.C. v. Gray Television, Inc. et. al., filed~~In re: Local TV Advertising Antitrust Litigation on ~~July 30,~~October 3, 2018. At the court’s direction, plaintiffs filed an amended complaint on April 3, 2019, that superseded the original complaints. Although we were named as a defendant in 16sixteen of the original complaints, the amended complaint did not name TEGNA as a defendant. After TEGNA and 4four other broadcasters entered into consent decrees with the DOJ in June 2019, the plaintiffs sought leave from the court to further amend the complaint to add TEGNA and the other settling broadcasters to the proceeding. The court granted the plaintiffs’ motion, and the plaintiffs filed the second amended complaint on September 9, 2019. On October 8, 2019, the defendants jointly filed a motion to dismiss the matter. On November 6, 2020, the court denied the motion to dismiss. On March 16, 2022, the plaintiffs filed a third amended complaint, which, among other things, added ShareBuilders, Inc., as a named defendant. ~~All defendants except for ShareBuilders have filed their answers to the third amended complaint.~~ ShareBuilders filed a motion to dismiss on April 15, 2022, which ~~is currently pending resolution~~was granted by the ~~court. We deny~~court without prejudice on August 29, 2022. TEGNA has filed its answer to the third amended complaint denying any violation of law and asserting various affirmative defenses.

On May 26, 2023, plaintiffs moved for preliminary approval of settlements with four co-defendants – CBS Corp (n/k/a Paramount Global), Fox Corp., certain Cox entities (including Cox Media Group, LLC, Cox Enterprises, Inc., CMG Media Corporation and Cox Reps, Inc.) and ShareBuilders, Inc. Although ShareBuilders prevailed on its motion to dismiss the case, as noted above, because the court had dismissed the claims without prejudice ShareBuilders entered into a zero dollar settlement with the plaintiffs in order to ensure that the plaintiffs do not re-file the claims in the future. In exchange for a release of plaintiffs’ claims against them, the settling defendants, among other things, collectively agreed to pay $48 million, while expressly denying any liability or wrongdoing. The Court is in the process of reviewing the proposed settlements and related notice program to determine whether they are fair to the proposed settlement class, the settling defendants, and the non-settling defendants. A hearing on final approval of the settlements is currently scheduled for October 17, 2023.

Discovery in the Advertising Cases is ongoing. We believe that the claims asserted in the Advertising Cases are without merit, and intend to defend ~~ourselves~~ vigorously against them.

~~Litigation Relating to the Merger~~

As of August 3, 2023, six out of ~~August 8, 2022, 7~~seven lawsuits ~~have been~~that were filed by purported TEGNA stockholders in connection with the ~~Merger.~~Merger have been voluntarily dismissed. The ~~lawsuits have been~~remaining lawsuit, like the others that were dismissed, was filed against TEGNA and the current members of the Board of Directors of ~~TEGNA (the Board of Directors).~~TEGNA. The ~~complaints~~complaint generally ~~allege~~alleges that the preliminary proxy statement filed by TEGNA with the SEC on March 25, 2022 in connection with the Merger contained alleged material misstatements and/or omissions in violation of federal law. ~~Plaintiffs in the complaints~~Plaintiff generally ~~seek,~~seeks, among other things, to enjoin TEGNA from consummating the Merger, or in the alternative, rescission of the Merger and/or compensatory damages, as well as attorneys’ fees. ~~As of August 8, 2022, all but 1 of those lawsuits have been voluntarily dismissed.~~

In addition, as of August ~~8, 2022, 4~~ 3, 2023, TEGNA received four demand letters ~~have been sent to~~from purported TEGNA shareholders in connection with ~~the Merger. The demand letters were each sent on behalf~~TEGNA’s filing of a ~~purported TEGNA stockholder, and each alleges similar deficiencies in the~~ definitive proxy statement ~~filed by TEGNA~~ with the SEC on April 13, 2022 ~~in connection with~~relating to the Merger (the “definitive proxy statement”) ~~as those noted~~. Each letter alleged deficiencies in the ~~complaints~~definitive proxy statement that were similar to the deficiencies alleged in the remaining complaint referenced above.

We believe that the claims asserted in the ~~complaints~~remaining complaint and letters described above are without merit and are moot in light of TEGNA’s termination of the Merger agreement. Moreover, although we believe that no additional disclosures were or are required under applicable law. However, to moot the unmeritorious disclosure claims, to avoid the risks of the actions described above delaying or adversely affecting the Merger and to minimize the costs, risks and uncertainties inherent in litigation,law, TEGNA, without admitting any liability or wrongdoing, ~~TEGNA~~ voluntarily made supplemental disclosures to the

definitive proxy statement as described in the Form 8-K filed by TEGNA with the SEC on May 9, 2022. ~~Additional~~Notwithstanding TEGNA’s termination of the Merger Agreement, additional lawsuits arising out of the Merger ~~may~~could also be filed in the future.

We, along with a number of our subsidiaries, also are defendants in other judicial and administrative proceedings involving matters incidental to our business. We do not believe that any material liability will be imposed as a result of any of the foregoing matters.

Related Party Transactions

We have an equity ~~investment~~investments in MadHive, Inc. (MadHive) which is a related party of TEGNA. ~~In addition to our investment, we~~We also have a commercial agreement with MadHive, under which MadHive supports our Premion business in acquiring over-the-top advertising inventory and delivering corresponding advertising impressions. In the second quarter and first six months of ~~2022,~~2023, we incurred expenses of~~$29.9~~ $24.0 million and $49.1 million~~and $55.9 million,~~, respectively, as a result of the commercial agreement with MadHive. In the second quarter and first six months of ~~2021,~~2022, we incurred expenses of ~~$18.5~~$29.9 million and ~~$42.4~~$55.9 million, respectively, as a result of the commercial agreement with MadHive. As of June 30, ~~2022,~~2023, and December 31, ~~2021~~2022 we had accounts payable and accrued liabilities associated with the MadHive commercial agreements of~~$9.0~~ $6.6 million and ~~$8.9~~$10.0 million, respectively.

In December 2021, we renewed ~~our 2 existing~~two commercial agreements with MadHive. Simultaneously with the commercial agreement renewals, we also amended the terms of our then outstanding available-for-sale convertible debt security ~~that we held as discussed in Note 3.~~investment. In exchange for the convertible debt modifications, we received favorable terms in our renewed commercial agreements. We estimated the fair value of our available-for-sale security at December 31, 2021 using a market fair value approach based on the cash we expect to receive upon maturity of the note and the estimated cash savings that the favorable contract terms will provide over the term of the commercial agreements. In January 2022, we recorded an intangible contract asset for $20.8 million (equal to the estimated cash savings), and are amortizing this asset on a straight-line basis over the noncancellable term of the commercial agreements of two years. This non-cash expense is recorded within “Cost of revenues,” within our Consolidated Statement of Income. The debt matured in June 2022 at which time the principal balance of $3.0 million plus accrued interest was paid to us.

17In the second quarter of 2023, we further extended the terms of our commercial agreement with MadHive for an additional two years, through December 31, 2025.

NOTE 10 - Subsequent events

In July 2023, we sold a portion of our MadHive investment for $26.4 million, which reduced our ownership in MadHive to 19% on a fully diluted basis.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Company Overview

We are an innovative media company serving the greater good of our communities. Across platforms, we tell empowering stories, conduct impactful investigations and deliver innovative marketing services. With 64 television stations and two radio stations in 51 U.S. markets, we are the largest owner of top four network affiliates in the top 25 markets among independent station groups, reaching approximately 39% of all U.S. television households. We also own leading multicast networks True Crime Network, Twist and Quest. Each television station also has a robust digital presence across online, mobile, connected television and social platforms, reaching consumers on all devices and platforms they use to consume news content. We have been consistently honored with the industry’s top awards, including Edward R. Murrow, George Polk, Alfred I. DuPont and Emmy Awards. Through TEGNA Marketing Solutions (TMS), our integrated sales and back-end fulfillment operations, we deliver results for advertisers across television, digital and over-the-top (OTT) platforms, including Premion, our OTT advertising network.

We have one operating and reportable segment. The primary sources of our revenues are: 1) subscription revenues, reflecting fees paid by satellite, cable, OTT (companies that deliver video content to consumers over the Internet) and telecommunications providers to carry our television signals on their systems; 2) advertising & marketing services (AMS) revenues, which include local and national non-political television advertising, digital marketing services (including Premion), and advertising on the stations’ websites, tablet and mobile products and OTT apps; 3) political advertising revenues, which are driven by even year election cycles at the local and national level (e.g. 2024, 2022, ~~2020,~~ etc.) and particularly in the second half of those years; and 4) other services, such as production of programming, tower rentals, and distribution of our local news content.

Merger Agreement

On February 22, 2022, we entered into the Merger Agreement with Parent, Merger Sub, and solely for purposes of certain provisions specified therein, other subsidiaries of Parent, certain affiliates of Standard General and CMG, and certain of its subsidiaries. We currently expect the transaction, which is subject to regulatory approvals, and other customary closing conditions, to close in the second half of 2022. See Notes 1 and 9 to the condensed consolidated financial statements for further information about the Merger Agreement, the pending Merger and related matters.

We plan to continue to pay our regular quarterly dividend of $0.095 per share through the closing of the Merger, which is the maximum rate and frequency permitted by the Merger Agreement. As a result of the pending transaction, we suspended share repurchases under our previously announced share repurchase program.

On May 22, 2023, after a protracted regulatory review, we terminated the Merger Agreement in accordance with its terms. Under the terms of the Merger Agreement, Parent was required to pay us a $136.0 million fee as a result of this termination. In lieu of cash payment for the termination fee, we agreed to accept from Parent 8.6 million shares of the Company’s common stock, which Parent transferred to the Company on June 1, 2023.

Consolidated Results from Operations

The following discussion is a comparison of our consolidated results on a GAAP basis. The year-to-year comparison of financial results is not necessarily indicative of future results. In addition, see the section titled “Results from Operations - Non-GAAP Information” for additional tables presenting information which supplements our financial information provided on a GAAP basis.

~~As discussed above, our~~Our operating results are subject to significant fluctuations across yearly periods (primarily driven by even-year political election cycles). As such, in addition to ~~one~~prior year ~~ago~~ comparisons, our management team and Board of Directors also review current period operating results compared to the same ~~period~~periods two years ago (e.g., ~~2022~~2023 vs. ~~2020)~~2021). We believe ~~this comparison will also~~these additional comparisons provide useful information to investors and therefore have supplemented our prior year comparison of consolidated results to also include a comparison against the second quarter and six months ended June 30, ~~2020~~2021 results (through operating income).

In recent years, our business has evolved toward generating more recurring and highly profitable revenue streams, driven by the increased contribution of political and subscription revenue streams as a percentage of our total revenue. Such revenues have been a majority of our overall revenue the past few years and we expect this to continue.

Our consolidated results of operations on a GAAP basis were as follows (in thousands, except per share amounts):


		Quarter ended June 30,										Six months ended June 30,											Quarter ended June 30,										Six months ended June 30,
		2022		2021		Change from 2021		2020		Change from 2020		2022		2021		Change from 2021		2020		Change from 2020			2023		2022		Change from 2022		2021		Change from 2021		2023		2022		Change from 2022		2021		Change from 2021

Revenues	Revenues	$	784,881	$	732,908	7	%	$	577,627	36	%	$	1,559,004	$	1,459,959	7	%	$	1,261,816	24	%	Revenues	$	731,506	$	784,881	(7	%)	$	732,908	0	%	$	1,471,833	$	1,559,004	(6	%)	$	1,459,959	1	%

Operating expenses:	Operating expenses:																					Operating expenses:
Cost of revenues	Cost of revenues	420,235		397,118		6	%	355,367		18	%	831,685		791,810		5	%	724,735		15	%	Cost of revenues	430,528		420,235		2	%	397,118		8	%	857,460		831,685		3	%	791,810		8	%
Business units - Selling, general and administrative expenses	Business units - Selling, general and administrative expenses	99,585		96,949		3	%	85,008		17	%	201,554		186,275		8	%	177,976		13	%	Business units - Selling, general and administrative expenses	97,231		99,585		(2	%)	96,949		0	%	196,340		201,554		(3	%)	186,275		5	%
Corporate - General and administrative expenses	Corporate - General and administrative expenses	13,612		23,183		(41	%)	28,312		(52	%)	34,932		40,053		(13	%)	50,026		(30	%)	Corporate - General and administrative expenses	26,506		13,612		95	%	23,183		14	%	38,606		34,932		11	%	40,053		(4	%)
Depreciation	Depreciation	15,534		15,838		(2	%)	16,711		(7	%)	30,839		31,734		(3	%)	33,611		(8	%)	Depreciation	14,987		15,534		(4	%)	15,838		(5	%)	30,036		30,839		(3	%)	31,734		(5	%)
Amortization of intangible assets	Amortization of intangible assets	14,999		15,773		(5	%)	17,248		(13	%)	29,999		31,533		(5	%)	33,464		(10	%)	Amortization of intangible assets	13,296		14,999		(11	%)	15,773		(16	%)	26,878		29,999		(10	%)	31,533		(15	%)
Spectrum repacking reimbursements and other, net		(105)		(1,475)		(93	%)	(116)		(9	%)	(163)		(2,898)		(94	%)	(7,631)		(98	%)
Asset impairment and other																						Asset impairment and other	3,359		(105)		***		(1,475)		***		3,359		(163)		***		(2,898)		***
Merger termination fee																						Merger termination fee	(136,000)		—		***		—		***		(136,000)		—		***		—		***
Total operating expenses	Total operating expenses	$	563,860	$	547,386	3	%	$	502,530	12	%	$	1,128,846	$	1,078,507	5	%	$	1,012,181	12	%	Total operating expenses	$	449,907	$	563,860	(20	%)	$	547,386	(18	%)	$	1,016,679	$	1,128,846	(10	%)	$	1,078,507	(6	%)

Total operating income	Total operating income	$	221,021	$	185,522	19	%	$	75,097	***		$	430,158	$	381,452	13	%	$	249,635	72	%	Total operating income	$	281,599	$	221,021	27	%	$	185,522	52	%	$	455,154	$	430,158	6	%	$	381,452	19	%

Non-operating expenses	Non-operating expenses	(45,051)		(47,682)		(6	%)	(48,917)		(8	%)	(75,163)		(95,166)		(21	%)	(116,132)		(35	%)	Non-operating expenses	(37,299)		(45,051)		(17	%)	(47,682)		(22	%)	(75,031)		(75,163)		0	%	(95,166)		(21	%)
Provision for income taxes	Provision for income taxes	44,030		30,986		42	%	6,607		***		88,768		66,600		33	%	27,732		***		Provision for income taxes	44,207		44,030		0	%	30,986		43	%	76,026		88,768		(14	%)	66,600		14	%
Net income	Net income	131,940		106,854		23	%	19,573		***		266,227		219,686		21	%	105,771		***		Net income	200,093		131,940		52	%	106,854		87	%	304,097		266,227		14	%	219,686		38	%
Net (income) loss attributable to redeemable noncontrolling interest		(371)		(227)		63	%	374		***		(424)		(442)		(4	%)	484		***
Net loss (income) attributable to redeemable noncontrolling interest																						Net loss (income) attributable to redeemable noncontrolling interest	12		(371)		***		(227)		***		311		(424)		***		(442)		***
Net income attributable to TEGNA Inc.	Net income attributable to TEGNA Inc.	$	131,569	$	106,627	23	%	$	19,947	***		$	265,803	$	219,244	21	%	$	106,255	***		Net income attributable to TEGNA Inc.	$	200,105	$	131,569	52	%	$	106,627	88	%	$	304,408	$	265,803	15	%	$	219,244	39	%

Earnings per share - basic	Earnings per share - basic	$	0.59	$	0.48	23	%	$	0.09	***		$	1.19	$	0.99	20	%	$	0.48	***		Earnings per share - basic	$	0.92	$	0.59	56	%	$	0.48	92	%	$	1.37	$	1.19	15	%	$	0.99	38	%
Earnings per share - diluted	Earnings per share - diluted	$	0.59	$	0.48	23	%	$	0.09	***		$	1.19	$	0.99	20	%	$	0.48	***		Earnings per share - diluted	$	0.92	$	0.59	56	%	$	0.48	92	%	$	1.37	$	1.19	15	%	$	0.99	38	%

*** Not meaningful	*** Not meaningful																					*** Not meaningful

Revenues

Our Subscription revenue category includes revenue earned from cable and satellite providers for the right to carry our signals and the distribution of TEGNA stations on OTT streaming services. Our AMS category includes all sources of our traditional television advertising and digital revenues including Premion and other digital advertising and marketing revenues across our platforms.

Our revenues and operating results are subject to seasonal fluctuations. Generally, our second and fourth quarter revenues and operating results are stronger than those we report for the first and third quarter. This is driven by the second quarter reflecting increased spring seasonal advertising, while the fourth quarter typically includes increased advertising related to the

holiday season. In addition, our revenue and operating results are subject to significant fluctuations across yearly periods resulting from political advertising. In even numbered years, political spending is usually significantly higher than in odd numbered years due to advertising for the local, state and national elections. Additionally, every four years, we typically experience even greater increases in political advertising in connection with the presidential election. The strong demand for advertising from political advertisers in these even years can result in the significant use of our available inventory (leading to a “crowd out” effect), which can diminish our AMS revenue in the even year of a two year election cycle, particularly in the fourth quarter of those years.

The following table summarizes the year-over-year changes in our revenue categories (in thousands):


		Quarter ended June 30,										Six months ended June 30,											Quarter ended June 30,										Six months ended June 30,
		2022		2021		Change from 2021		2020		Change from 2020		2022		2021		Change from 2021		2020		Change from 2020			2023		2022		Change from 2022		2021		Change from 2021		2023		2022		Change from 2022		2021		Change from 2021

Subscription	Subscription	$	389,079	$	375,081	4	%	$	323,475	20	%	$	780,733	$	761,818	2	%	$	656,277	19	%	Subscription	$	396,126	$	389,079	2	%	$	375,081	6	%	$	810,406	$	780,733	4	%	$	761,818	6	%
Advertising & Marketing Services	Advertising & Marketing Services	335,259		340,889		(2)	%	229,083		46	%	689,726		663,723		4	%	524,236		32	%	Advertising & Marketing Services	317,726		335,259		(5)	%	340,889		(7)	%	625,571		689,726		(9)	%	663,723		(6)	%
Political	Political	50,858		9,581		***		17,544		***		68,823		19,009		***		64,931		6	%	Political	5,991		50,858		(88)	%	9,581		(37)	%	11,282		68,823		(84)	%	19,009		(41)	%
Other	Other	9,685		7,357		32	%	7,525		29	%	19,722		15,409		28	%	16,372		20	%	Other	11,663		9,685		20	%	7,357		59	%	24,574		19,722		25	%	15,409		59	%
Total revenues	Total revenues	$	784,881	$	732,908	7	%	$	577,627	36	%	$	1,559,004	$	1,459,959	7	%	$	1,261,816	24	%	Total revenues	$	731,506	$	784,881	(7)	%	$	732,908	0	%	$	1,471,833	$	1,559,004	(6)	%	$	1,459,959	1	%

*** Not meaningful

~~2022~~2023 vs. ~~2021~~2022

Total revenues ~~increased $52.0~~decreased $53.4 million in the second quarter of ~~2022~~2023 and ~~$99.0~~$87.2 million in the first six months of ~~2022~~2023 compared to the same periods in ~~2021.~~2022. The net ~~increases~~decreases were primarily due to ~~growth~~decreases in political ~~reven~~uerevenue ($~~41.3~~44.9 million second quarter, ~~$49.8~~$57.5 million first six months) due to ~~contested~~the absence in 2023 of election primaries ~~and the run up to the mid-term elections which will occur~~that occurred in ~~the fourth quarter~~. Also contributing to the increase was growth in subscription revenue ($14.0 million second quarter, $18.9 million first six months) primarily due to annual rate increases under existing agreements, partially offset by d~~eclines in subscribers. Lastly,~~2022. Additionally, AMS revenue was down $5.6 million in the second quarter due to softness in certain AMS advertising categories, primarily auto. However, for the first six months of 2022 AMS revenue was up $26.0 million reflecting increased demand for digital advertising (primarily Premion) in the first six months.

~~2022 vs. 2020~~

Total revenues increased $207.3 million in the second quarter and $297.2 million in the first six months of 2022 compared to the same periods in 2020. The increases were primarily due to growth in AMS revenue ($~~106.2~~17.5 million second quarter, ~~$165.5~~$64.2 million first six months) reflecting ~~higher~~softer demand for advertising, ~~(as second quarter~~particularly national, caused by continued macroeconomic headwinds as well as the loss of ~~2020~~a large national account in our Premion business. The first six months was ~~significantly~~also impacted by ~~reduced demand due to~~ the ~~then onset of the COVID-19 pandemic). Also contributing~~Winter Olympics and Super Bowl airing last year on NBC, our largest network affiliate partner. Partially offsetting these decreases was ~~growth~~an increase in subscription revenue ($~~65.6~~7.0 million second quarter, ~~$124.5~~$29.7 million first six months) primarily due to annual rate increases under existing and newly renegotiated retransmission agreements, partially offset by declines in subscribers. ~~In addition, p~~

~~olitical revenue grew $33.3~~

2023 vs. 2021

Total revenues decreased $1.4 million in the second quarter of ~~2022~~2023 and ~~$3.9~~increased $11.9 million in the first six months of ~~2022 as~~2023 compared to ~~2020.~~the same periods in 2021. The net decrease for the quarter was primarily due to a $23.2 million decline in AMS revenue reflecting softer demand for advertising, particularly national, caused by continued macroeconomic headwinds. Partially offsetting this decline was a $21.0 million increase in subscription revenue mainly due to annual rate increases under existing and newly renegotiated retransmission agreements, partially offset by declines in subscribers. The first six months increase was primarily due to $48.6 million increase in subscription revenue due to the same drivers as the quarter comparison. Partially offsetting this increase was a $38.2 million decline in AMS revenue also due to the same drivers as the quarter comparison.

Cost of revenues

2023 vs. 2022

Cost of revenues increased $10.3 million in the second quarter of 2023 and $25.8 million in the first six months of 2023 compared to the same periods in 2022. The increase was primarily due to growth in programming costs ($13.1 million second quarter, $28.4 million first six months) driven by rate increases under existing and newly renegotiated affiliation agreements.

2023 vs. 2021

Cost of revenues increased ~~$23.1~~$33.4 million in the second quarter of ~~2022~~2023 and ~~$39.9~~$65.7 million in the first six months of ~~2022~~2023 compared to the same periods in 2021. The ~~increases were partially~~increase was primarily due to growth in programming costs ($~~11.0~~24.1 million second quarter, ~~$22.4 million first six months) driven by rate increases under existing affiliation agreements. Higher digital expenses ($9.9 million second quarter, $11.7 million first six months) driven by growth in Premion also contributed to the increases.~~

~~2022 vs. 2020~~

Cost of revenues increased $64.9 million in the second quarter of 2022 and $107.0 million in the first six months of 2022 compared to the same period in 2020. The increases were partially due to growth in programming costs ($31.9 million second quarter, $63.9$50.8 million first six months) driven by rate increases under existing and ~~newly~~newly renegotiated affiliation ~~agreements and growth in subscription revenue (certain programming costs are linked to such revenues).~~agreements. Higher digital expenses ($~~22.8~~4.8 million second quarter ~~$30.5 million~~and first six months) ~~driven by growth in Premion also~~also contributed to the increase.

Business units - Selling, general and administrative expenses

~~2022~~2023 vs. ~~2021~~2022

Business unit selling, general and administrative expenses ~~increased $2.6~~decreased $2.4 million in the second quarter of ~~2022~~2023 and ~~$15.3~~$5.2 million in the ~~first~~ six months of ~~2022~~2023 compared to the same ~~periods~~period in ~~2021.~~ 2022. The ~~increases~~decreases were primarily due to ~~higher~~a lower stock-based compensation expense and a decrease in sales ~~commissions and payroll costs (together, $3.4 million second quarter, $13.6 million first six months)~~compensation driven by ~~growth~~a decline in ~~digital~~advertising revenue.

~~2022~~2023 vs. ~~2020~~2021

Business unit SG&A expenses increased ~~$14.6~~$0.3 million in the second quarter of ~~2022~~2023 and ~~$23.6~~$10.1 million in the ~~first~~ six months of ~~2022~~2023 compared to the same ~~period~~periods in ~~2020.~~2021. The ~~increases were primarily~~increase was due in part to ~~higher sales commissions~~an absence of bad debt expense reversal that occurred in 2021 that did not recur in 2023 as well as an increase in payroll and ~~payroll costs (together, $10.4 million second quarter, $18.2 million first six months) driven by growth in AMS revenue.~~benefit costs.

Corporate - General and administrative expenses

Our corporate costs are separated from our business expenses and are recorded as general and administrative expenses in our Consolidated Statement of Income. This category primarily consists of broad corporate management functions including Legal, Human Resources, and Finance, as well as activities and costs not directly attributable to the operations of our media business.

2023 vs. 2022

Corporate general and administrative expenses increased $12.9 million in the second quarter of 2023 and $3.7 million in the six months of 2023 compared to the same periods in 2022. The increases were primarily driven by an increase in M&A-related costs incurred in connection with the now terminated Merger ($12.9 million second quarter, $5.4 million first six months). Partially offsetting the M&A-related expense increases, stock-based compensation expense was lower in 2023 ($0.3 million second quarter, $1.8 million first six months) driven by a decline in our stock price.

2023 vs. 2021

Corporate general and administrative expenses ~~decreased $9.6~~increased $3.3 million in the second quarter of ~~2022~~2023 and ~~$5.1~~decreased $1.4 million in the ~~first~~ six months of ~~2022~~2023 compared to the same periods in 2021. The ~~decreases were~~increase for the quarter was primarily driven by a $17.1 increase in M&A-related costs incurred in connection with the now terminated Merger, partially offset by the absence in ~~2022~~2023 of $12.0 million of advisory fees ~~incurred in 2021~~ related to activism defense ($12.0 million second quarter, $16.6 million first six months). The decreases were partially offset by increases in M&A-related costs in 2022 ($4.2 million second quarter, $14.4 million first six months) which include costs incurred ~~in support of the regulatory review of the Merger.~~

~~2022 vs. 2020~~

~~Corporate general and administrative expenses decreased $14.7 million~~ in the second quarter of ~~2022~~2021 and ~~$15.1~~a $0.5 million decline in stock-based compensation expense driven by a decline in our stock price. The decrease for the first six months ~~of 2022 compared to the same periods in 2020. The decreases were~~is primarily due to the absence in ~~2022~~2023 of $16.6 million of advisory fees ~~incurred in 2020~~ related to activism defense ~~($15.4~~incurred in 2021 and a decline of $1.7 million ~~second quarter, $23.1 million first six months) and M&A~~in stock based compensation expense due ~~diligence costs ($4.6 million~~to the decline in our stock price during the first six ~~months). The decreases~~months of 2023. These declines were partially offset by a $19.8 million increase in M&A-related ~~costs in 2022 ($4.2 million second quarter, $14.4 million first six months) which include~~ costs incurred in ~~support of~~connection with the ~~regulatory review of the~~now terminated Merger.

Depreciation

2023 vs. 2022

Depreciation expense decreased by $0.5 million in the second quarter of 2023 and $0.8 million in the first six months of 2023 compared to the same periods in 2022. The decreases were due to certain assets reaching the end of their assumed useful lives.

2023 vs. 2021

Depreciation expense decreased by ~~$0.3~~$0.9 million in the second quarter of ~~2022~~2023 and ~~$0.9~~$1.7 million in the ~~first~~ six months of ~~2022~~2023 compared to the same ~~period~~periods in 2021. The decreases were due to certain assets reaching the end of their assumed useful lives.

~~2022 vs. 2020~~

Amortization of intangible assets

~~Depreciation~~2023 vs. 2022

Amortization expense decreased ~~by $1.2~~$1.7 million in the second quarter of ~~2022~~2023 and ~~$2.8~~$3.1 million in the ~~first~~ six months of ~~2022~~2023 compared to the same ~~period~~periods in ~~2020.~~2022. The decreases were due to certain assets reaching the end of their assumed useful ~~lives.~~lives and therefore becoming fully amortized.

~~Amortization of intangible assets~~

~~2022~~2023 vs. 2021

Amortization expense decreased ~~$0.8~~$2.5 million in the second quarter of ~~2022~~2023 and ~~$1.5~~$4.7 million in the ~~first~~ six months of ~~2022~~2023 compared to the same periods in 2021. The decreases were due to certain assets reaching the end of their assumed useful lives and therefore becoming fully amortized.

~~2022 vs. 2020~~Asset impairment and other

~~Amortization expense decreased $2.2~~2023 vs. 2022

Asset impairment and other were $3.4 million in both the second quarter of ~~2022~~2023 and ~~$3.5 million in~~ the first six months of ~~2022~~2023 compared to ~~the same periods in 2020. The decreases were due to certain assets reaching the end of their assumed useful lives and therefore becoming fully amortized.~~

~~Spectrum repacking reimbursements and other, net~~

~~2022 vs. 2021~~

~~Spectrum repacking reimbursements and other~~ net gains ~~were~~of $0.1 million in the second quarter of 2022 ~~compared to net gains of $1.5 million in the same period in 2021~~ and net gains of $0.2 million in the first six months of ~~2022 compared~~2022. The 2023 activity was due to ~~$2.9~~a $3.4 million impairment charge recognized on programming assets in the ~~same period in 2021.~~second quarter of 2023. The 2022 activity is related to reimbursements received from the Federal Communications Commission (FCC) for required spectrum repacking.

2023 vs. 2021

Asset impairment and other expense was $3.4 million in the second quarter of 2023 and for the six months of 2023 compared to net gains of $1.5 million in the second quarter of 2022 and net gains of $2.9 million in the first six months of 2022. The 2023 activity relates to the item discussed above. The 2021 activity is primarily related to reimbursements from spectrum repacking ($3.0 million second quarter, $4.4 million first six months), partially offset by a $1.5 million contract

termination fee which impacted both the second quarter and first six months of 2021.

~~2022 vs. 2020~~Merger termination fee

~~Spectrum repacking reimbursements and other net gains were $0.1 million in~~In the second quarter of ~~2022 compared to net gains of $0.1 million in~~2023, we terminated the ~~same period in 2020 and $0.2 million in~~Merger Agreement. Per the ~~first six months of 2022 compared to $7.6 million in the same period in 2020. The 2022 activity consists~~terms of the ~~item discussed above. The 2020 activity primarily consists~~Merger Agreement, the Parent was required to pay TEGNA a fee of ~~reimbursements received from the FCC for required spectrum repacking ($2.3~~$136.0 million ~~second quarter, $9.8 million first six months), partially offset by $2.1 million impairment charge due to the retirement~~as a result of this termination which was satisfied in TEGNA common stock and recorded as a ~~brand name which impacted both periods.~~reduction in operating expense.

Operating income

2023 vs. 2022

Operating income increased $60.6 million in the second quarter of 2023 and $25.0 million in the six months of 2023 compared to the same periods in 2022. The increase was driven by the $136.0 million Merger termination fee received in the second quarter of 2023, partially offset by declines in AMS and political revenues and an increase in programming costs.

2023 vs. 2021

Operating income increased ~~$35.5~~$96.1 million in the second quarter of ~~2022~~2023 and ~~$48.7~~$73.7 million in the ~~first~~ six months of ~~2022~~2023 compared to the same periods in 2021. The ~~increase was~~increases were driven by the ~~changes in revenue and expenses~~same factors impacting the 2023 vs. 2022 comparison discussed ~~above, most notably the increase in political revenue.~~

~~2022 vs. 2020~~

Operating income increased $145.9 million in the second quarter of 2022 and $180.5 million in the first six months of 2022 compared to the same periods in 2020. The increase was driven by the changes in revenue and expenses discussed above, most notably the increases in AMS, political and subscription revenues as well as programming expense.above.

Non-operating (expense) income

Non-operating expenses decreased ~~$2.6~~$7.8 million in the second quarter of ~~2022~~2023 compared to the same period in ~~2021.~~2022. This decrease was primarily due to ~~a $3.7~~an $8.0 million ~~decrease~~increase in interest ~~expense driven by lower average outstanding debt partially offset by higher average~~income, primarily from interest ~~rate. Total average outstanding debt was $3.09 billion for the second quarter of 2022, compared to $3.51 billion in the same period of 2021. The weighted average interest rate~~earned on ~~outstanding debt was 5.26% for the second quarter of 2022, compared to 5.07% in the same period of 2021.~~short-term time-deposit and money market investments.

In the first six months of ~~2022,~~2023, non-operating expenses decreased ~~$20.0~~$0.1 million compared to the same period in ~~2021.~~2022. This decrease was primarily due to $15.5 million increase in interest income, primarily from interest earned on short-term time-deposit and money market investments and the absence of a $3.7 million loss from our CareerBuilder investment. Partially offsetting this decrease was the absence of a $20.8 million gain recognized on our available for sale investment in MadHive (see Note 39 to the condensed consolidated financial statements). Further, interest expense decreased $6.5 million driven by lower average outstanding debt partially offset by higher average interest rate. The average debt outstanding was $3.14 billion for the first six months of 2022, compared to $3.50 billion in the same period of 2021. The weighted average interest rate on outstanding debt was 5.25% for the first six months of 2022, compared to 5.10% in the same period of 2021.

Provision for income taxes

Income tax expense increased ~~$13.0~~$0.2 million in the second quarter of ~~2022~~2023 compared to the same period in ~~2021.~~2022. The increase was primarily due to an increase in net income before tax partially offset by a decrease in the effective income tax rate. Income tax expense ~~increased $22.2~~decreased $12.7 million in the first six months of ~~2022~~2023 compared to the same period in ~~2021.~~2022. The ~~increases were~~decrease in the first six months was primarily due to ~~increases~~a decrease in the effective income tax rate partially offset by an increase in net income before tax. Our effective income tax rate was 18.1% for the second quarter of 2023, compared to 25.1% for the second quarter of ~~2022,~~2022. Our effective income tax rate was 20.0% for the first six months of 2023, compared to ~~22.5%~~25.0% for the ~~second quarter of 2021.~~same period in 2022. The tax rate for the second quarter and the first six months of ~~2022~~2023 is ~~higher~~lower than the comparable rate in ~~2021~~2022 primarily due to ~~state tax planning strategies implemented in 2021. Our~~the deduction of previously capitalized transaction costs resulting from the termination of the Merger Agreement and a portion of the Merger termination fee being treated as non-taxable. The effective income ~~tax rate was 25.0% for the first six months of 2022, compared to 23.3% for the same period in 2021. The~~ tax rate for the first six months of 2022 ~~is higher than the comparable amount in 2021 primarily due to~~was also unfavorably impacted by a valuation allowance recorded on a minority ~~investment~~investments and nondeductible ~~M&A-related~~ transaction ~~costs incurred.~~costs. Partially offsetting these unfavorable impacts were tax benefits realized in 2022 from the utilization of capital loss carryforwards in connection with certain transactions and the release of the associated valuation allowance.

Net income attributable to TEGNA Inc.

Net income attributable to TEGNA Inc. was ~~$131.6~~$200.1 million, or ~~$0.59~~$0.92 per diluted share, in the second quarter of ~~2022~~2023 compared to ~~$106.6~~$131.6 million, or ~~$0.48~~$0.59 per diluted share, during the same period in ~~2021.~~2022. For the first six months of ~~2022,~~2023, net income attributable to TEGNA Inc. was $304.4 million, or $1.37 per diluted share, compared to $265.8 million, or $1.19 per diluted share, ~~compared to $219.2 million, or $0.99 per diluted share, for~~during the same period in ~~2021.~~2022. Both income and earnings per share were affected by the factors discussed above.

The weighted average number of diluted common shares outstanding in the second quarter of 2023 and 2022 ~~and 2021~~ were ~~224.5~~218.0 million and ~~222.5~~224.5 million, respectively. The weighted average number of diluted shares outstanding in the first six months of 2023 and 2022 was 221.4 million and ~~2021 was~~ 223.9 million, respectively. The decline in the number of diluted shares outstanding is due to the receipt of 8.6 million shares to satisfy the merger termination fee and ~~221.9~~the receipt of 15.2 million ~~respectively.~~shares under the accelerated share repurchase program, both of which occurred in the second quarter of 2023.

Results from Operations - Non-GAAP Information

Presentation of Non-GAAP information

We use non-GAAP financial performance measures to supplement the financial information presented on a GAAP basis. These non-GAAP financial measures should not be considered in isolation from, or as a substitute for, the related GAAP measures, nor should they be considered superior to the related GAAP measures, and should be read together with financial information presented on a GAAP basis. Also, our non-GAAP measures may not be comparable to similarly titled measures of other companies.

Management and our Board of Directors use non-GAAP financial measures for purposes of evaluating company performance. Furthermore, the Leadership Development and Compensation Committee of our Board of Directors uses non-GAAP measures such as Adjusted EBITDA, non-GAAP net income, non-GAAP EPS and free cash flow to evaluate management’s performance. Therefore, we believe that each of the non-GAAP measures presented provides useful information to investors and other stakeholders by allowing them to view our business through the eyes of management and our Board of Directors, facilitating comparisons of results across historical periods and focus on the underlying ongoing operating performance of our business. We also believe these non-GAAP measures are frequently used by investors, securities analysts and other interested parties in their evaluation of our business and other companies in the broadcast industry.

We discuss in this Form 10-Q non-GAAP financial performance measures that exclude from our reported GAAP results the impact of “special items” which are described in detail below in the section titled “Discussion of Special Charges and Credits Affecting Reported Results.” We believe that such expenses and gains are not indicative of normal, ongoing operations. While these items ~~may be recurring in nature and~~ should not be disregarded in evaluation of our earnings performance, it is useful to exclude such items when analyzing current results and trends compared to other periods as these items can vary significantly from period to period depending on specific underlying transactions or events that may occur. Therefore, while we may incur or recognize these types of expenses, charges and gains in the future, we believe that removing these items for purposes of calculating the non-GAAP financial measures provides investors with a more focused presentation of our ongoing operating performance.

We discuss Adjusted EBITDA (with and without corporate expenses), a non-GAAP financial performance measure that we believe offers a useful view of the overall operation of our businesses. We define Adjusted EBITDA as net income attributable to TEGNA before (1) net ~~income~~loss (income) attributable to redeemable noncontrolling interest, (2) income taxes, (3) interest expense, (4) equity loss in unconsolidated investments, net, (5) other non-operating items, net, (6) the Merger termination fee, (7) M&A-related costs, ~~(7) advisory fees related to activism defense,~~ (8) ~~spectrum repacking reimbursements~~asset impairment and other, ~~net,~~ (9) depreciation and (10) amortization. We believe these adjustments facilitate company-to-company operating performance comparisons by removing potential differences caused by variations unrelated to operating performance, such as capital structures (interest expense), income taxes, and the age and book appreciation of property and equipment (and related depreciation expense). The most directly comparable GAAP financial measure to Adjusted EBITDA is Net income attributable to TEGNA. Users should consider the limitations of using Adjusted EBITDA, including the fact that this measure does not provide a complete measure of our operating performance. Adjusted EBITDA is not intended to purport to be an alternate to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. In particular, Adjusted EBITDA is not intended to be a measure of cash flow available for management’s discretionary expenditures, as this measure does not consider certain cash requirements, such as working capital needs, capital expenditures, contractual commitments, interest payments, tax payments and other debt service requirements.

We also discuss free cash flow, a non-GAAP performance measure that the Board of Directors uses to review the performance of the business. Free cash flow is reviewed by the Board of Directors as a percentage of revenue over a trailing two-year period (reflecting both an even and odd year reporting period given the political cyclicality of our business). The most directly comparable GAAP financial measure to free cash flow is Net income attributable to TEGNA. Free cash flow is calculated as non-GAAP Adjusted EBITDA (as defined above), further adjusted by adding back (1) stock-based compensation, (2) non-cash 401(k) company match, (3) syndicated programming amortization, (4) dividends received from equity method investments, (5) reimbursements from spectrum repacking and (6) proceeds from company-owned life insurance policies. This is further adjusted by deducting payments made for (1) syndicated programming, (2) pension, (3) interest, (4) taxes (net of refunds) and (5) purchases of property and equipment. Like Adjusted EBITDA, free cash flow is not intended to be a measure of cash flow available for management’s discretionary use.

Discussion of Special Charges and Credits Affecting Reported Results

Our results included the following items we consider “special items” that, while at times recurring, can vary significantly from period to period:

Quarter and six months ended June 30, 2023:

•M&A-related costs;

•Merger termination fee;

•Asset impairment and other consisting of programming asset impairments; and

•Tax benefit associated with previously disallowed transaction costs.

Quarter and six months ended June 30, 2022:

•~~Spectrum repacking reimbursements~~Asset impairment and other ~~net~~ consisting of gains due to reimbursements from the FCC for required spectrum repacking;

•M&A-related costs;

•Other non-operating items consisting of a gain recognized on an available-for-sale investment and an impairment charge related to another investment; and

•Tax expense, net, associated with establishing a valuation allowance on a deferred tax asset related to an equity method investment.

~~Quarter and six months ended June 30, 2021:~~

•~~Spectrum repacking reimbursements and other, net consisting of gains due to reimbursements from the FCC for required spectrum repacking and a contract termination fee;~~

•~~Advisory fees related to activism defense; and~~

•~~Tax benefits as a result of state tax planning strategies implemented during the second quarter of 2021.~~

Reconciliations of certain line items impacted by special items to the most directly comparable financial measure calculated and presented in accordance with GAAP on our Consolidated Statements of Income follow (in thousands, except per share amounts):


				Special Items									Special Items
Quarter ended June 30, 2022		GAAP measure		M&A-related costs		Spectrum repacking reimbursements and other		Non-GAAP measure
Quarter ended June 30, 2023										Quarter ended June 30, 2023	GAAP measure		M&A-related costs		Merger termination fee		Asset impairment and other		Special tax item		Non-GAAP measure

Corporate - General and administrative expenses	Corporate - General and administrative expenses	$	13,612	$	(4,212)	$	—	$	9,400	Corporate - General and administrative expenses	$	26,506	$	(17,082)	$	—	$	—	$	—	$	9,424
Spectrum repacking reimbursements and other, net		(105)		—		105		—
Asset impairment and other										Asset impairment and other	3,359		—		—		(3,359)		—		—
Merger termination fee										Merger termination fee	(136,000)		—		136,000		—		—		—
Operating expenses	Operating expenses	563,860		(4,212)		105		559,753		Operating expenses	449,907		(17,082)		136,000		(3,359)		—		565,466
Operating income	Operating income	221,021		4,212		(105)		225,128		Operating income	281,599		17,082		(136,000)		3,359		—		166,040

Income before income taxes	Income before income taxes	175,970		4,212		(105)		180,077		Income before income taxes	244,300		17,082		(136,000)		3,359		—		128,741
Provision for income taxes	Provision for income taxes	44,030		7		(27)		44,010		Provision for income taxes	44,207		4,371		(24,504)		860		6,443		31,377
Net income attributable to TEGNA Inc.	Net income attributable to TEGNA Inc.	131,569		4,205		(78)		135,696		Net income attributable to TEGNA Inc.	200,105		12,711		(111,496)		2,499		(6,443)		97,376
Earnings per share - diluted (a)	Earnings per share - diluted (a)	$	0.59	$	0.02	$	—	$	0.60	Earnings per share - diluted (a)	$	0.92	$	0.06	$	(0.51)	$	0.01	$	(0.03)	$	0.44

(a) Per share amounts do not sum due to rounding.	(a) Per share amounts do not sum due to rounding.									(a) Per share amounts do not sum due to rounding.


				Special Items													Special Items
Quarter ended June 30, 2021		GAAP measure		Advisory fees related to activism defense		Spectrum repacking reimbursements and other		Special tax items		Non-GAAP measure
Quarter ended June 30, 2022														Quarter ended June 30, 2022	GAAP measure		M&A-related costs		Asset impairment and other		Non-GAAP measure

Corporate - General and administrative expenses	Corporate - General and administrative expenses	$	23,183	$	(12,012)	$	—	$	—	$	11,171			Corporate - General and administrative expenses	$	13,612	$	(4,212)	$	—	$	9,400
Spectrum repacking reimbursements and other, net		(1,475)		—		1,475		—		—
Asset impairment and other														Asset impairment and other	(105)		—		105		—
Operating expenses	Operating expenses	547,386		(12,012)		1,475		—		536,849				Operating expenses	563,860		(4,212)		105		559,753
Operating income	Operating income	185,522		12,012		(1,475)		—		196,059				Operating income	221,021		4,212		(105)		225,128

Income before income taxes	Income before income taxes	137,840		12,012		(1,475)		—		148,377				Income before income taxes	175,970		4,212		(105)		180,077
Provision for income taxes	Provision for income taxes	30,986		3,111		(374)		2,797		36,520				Provision for income taxes	44,030		7		(27)		44,010
Net income attributable to TEGNA Inc.	Net income attributable to TEGNA Inc.	106,627		8,901		(1,101)		(2,797)		111,630				Net income attributable to TEGNA Inc.	131,569		4,205		(78)		135,696
Earnings per share - diluted (a)	Earnings per share - diluted (a)	$	0.48	$	0.04	$	—	$	(0.01)	$	0.50			Earnings per share - diluted (a)	$	0.59	$	0.02	$	—	$	0.60

(a) Per share amounts do not sum due to rounding.	(a) Per share amounts do not sum due to rounding.													(a) Per share amounts do not sum due to rounding.

				Special Items													Special Items
Six months ended June 30, 2022		GAAP measure		M&A-related costs		Spectrum repacking reimbursements and other		Other non-operating items		Special tax item		Non-GAAP measure
Six months ended June. 30, 2023														Six months ended June. 30, 2023	GAAP measure		M&A-related costs		Merger termination fee		Asset impairment and other		Special tax item		Non-GAAP measure

Corporate - General and administrative expenses	Corporate - General and administrative expenses	$	34,932	$	(14,446)	$	—	$	—	$	—	$	20,486	Corporate - General and administrative expenses	$	38,606	$	(19,848)	$	—	$	—	$	—	$	18,758
Spectrum repacking reimbursements and other, net		(163)		—		163		—		—		—
Asset impairment and other														Asset impairment and other	3,359		—		—		(3,359)		—		—
Merger termination fee														Merger termination fee	(136,000)		—		136,000		—		—		—
Operating expenses	Operating expenses	1,128,846		(14,446)		163		—		—		1,114,563		Operating expenses	1,016,679		(19,848)		136,000		(3,359)		—		1,129,472
Operating income	Operating income	430,158		14,446		(163)		—		—		444,441		Operating income	455,154		19,848		(136,000)		3,359		—		342,361

Other non-operating items, net		15,454		—		—		(18,308)		—		(2,854)
Total non-operating expenses		(75,163)		—		—		(18,308)		—		(93,471)

Income before income taxes	Income before income taxes	354,995		14,446		(163)		(18,308)		—		350,970		Income before income taxes	380,123		19,848		(136,000)		3,359		—		267,330
Provision for income taxes	Provision for income taxes	88,768		38		(41)		168		(7,117)		81,816		Provision for income taxes	76,026		4,552		(24,504)		860		6,443		63,377
Net income attributable to TEGNA Inc.	Net income attributable to TEGNA Inc.	265,803		14,408		(122)		(18,476)		7,117		268,730		Net income attributable to TEGNA Inc.	304,408		15,296		(111,496)		2,499		(6,443)		204,264
Net income per share-diluted		$	1.19	$	0.06	$	—	$	(0.08)	$	0.03	$	1.20
Net income per share-diluted (a)														Net income per share-diluted (a)	$	1.37	$	0.07	$	(0.50)	$	0.01	$	(0.03)	$	0.91

(a) Per share amounts do not sum due to rounding.														(a) Per share amounts do not sum due to rounding.


				Special Items
Six months ended June 30, 2021		GAAP measure		Advisory fees related to activism defense		Spectrum repacking reimbursements and other		Special tax item		Non-GAAP measure
															Special Items
Six months ended June. 30, 2022												Six months ended June. 30, 2022	GAAP measure		M&A-related costs		Asset impairment and other		Other non-operating items		Special tax item		Non-GAAP measure

Corporate - General and administrative expenses	Corporate - General and administrative expenses	$	40,053	$	(16,611)	$	—	$	—	$	23,442	Corporate - General and administrative expenses	$	34,932	$	(14,446)	$	—	$	—	$	—	$	20,486
Spectrum repacking reimbursements and other, net		(2,898)		—		2,898		—		—
Asset impairment and other												Asset impairment and other	(163)		—		163		—		—		—
Operating expenses	Operating expenses	1,078,507		(16,611)		2,898		—		1,064,794		Operating expenses	1,128,846		(14,446)		163		—		—		1,114,563
Operating income	Operating income	381,452		16,611		(2,898)		—		395,165		Operating income	430,158		14,446		(163)		—		—		444,441
Equity income (loss) in unconsolidated investments, net		(3,926)		—		—		—		(3,926)

Other non-operating items, net	Other non-operating items, net	1,854		—		—		—		1,854		Other non-operating items, net	15,454		—		—		(18,308)		—		(2,854)
Total non-operating expenses	Total non-operating expenses	(95,166)		—		—		—		(95,166)		Total non-operating expenses	(75,163)		—		—		(18,308)		—		(93,471)
Income before income taxes	Income before income taxes	286,286		16,611		(2,898)		—		299,999		Income before income taxes	354,995		14,446		(163)		(18,308)		—		350,970
Provision for income taxes	Provision for income taxes	66,600		4,291		(741)		2,797		72,947		Provision for income taxes	88,768		38		(41)		168		(7,117)		81,816
Net income attributable to TEGNA Inc.	Net income attributable to TEGNA Inc.	219,244		12,320		(2,157)		(2,797)		226,610		Net income attributable to TEGNA Inc.	265,803		14,408		(122)		(18,476)		7,117		268,730
Net income per share-diluted (a)		$	0.99	$	0.06	$	(0.01)	$	(0.01)	$	1.02

(a) Per share amounts do not sum due to rounding.
Net income per share-diluted												Net income per share-diluted	$	1.19	$	0.06	$	—	$	(0.08)	$	0.03	$	1.20

Adjusted EBITDA - Non-GAAP

Reconciliations of Adjusted EBITDA to net income presented in accordance with GAAP on our Consolidated Statements of Income are presented below (in thousands):


		Quarter ended June 30,						Six months ended June 30,							Quarter ended June 30,						Six months ended June 30,
		2022		2021		Change		2022		2021		Change			2023		2022		Change		2023		2022		Change

Net income attributable to TEGNA Inc. (GAAP basis)	Net income attributable to TEGNA Inc. (GAAP basis)	$	131,569	$	106,627	23	%	$	265,803	$	219,244	21	%	Net income attributable to TEGNA Inc. (GAAP basis)	$	200,105	$	131,569	52	%	$	304,408	$	265,803	15	%
Plus: Net income attributable to redeemable noncontrolling interest		371		227		63	%	424		442		(4	%)
(Less) Plus: Net (loss) income attributable to redeemable noncontrolling interest														(Less) Plus: Net (loss) income attributable to redeemable noncontrolling interest	(12)		371		***		(311)		424		***
Plus: Provision for income taxes	Plus: Provision for income taxes	44,030		30,986		42	%	88,768		66,600		33	%	Plus: Provision for income taxes	44,207		44,030		—	%	76,026		88,768		(14	%)
Plus: Interest expense	Plus: Interest expense	42,950		46,609		(8	%)	86,570		93,094		(7	%)	Plus: Interest expense	42,797		42,950		—	%	85,703		86,570		(1	%)
Plus: Equity loss in unconsolidated investments, net	Plus: Equity loss in unconsolidated investments, net	236		2,597		(91	%)	4,047		3,926		3	%	Plus: Equity loss in unconsolidated investments, net	283		236		20	%	520		4,047		(87	%)
Plus (less): Other non-operating items, net		1,865		(1,524)		***		(15,454)		(1,854)		***
(Less) Plus: Other non-operating items, net														(Less) Plus: Other non-operating items, net	(5,781)		1,865		***		(11,192)		(15,454)		(28	%)
Operating income (GAAP basis)	Operating income (GAAP basis)	221,021		185,522		19	%	430,158		381,452		13	%	Operating income (GAAP basis)	281,599		221,021		27	%	455,154		430,158		6	%

Plus: M&A-related costs	Plus: M&A-related costs	4,212		—		***		14,446		—		***		Plus: M&A-related costs	17,082		4,212		***		19,848		14,446		37	%
Plus: Advisory fees related to activism defense		—		12,012		***		—		16,611		***
Less: Spectrum repacking reimbursements and other, net		(105)		(1,475)		(93	%)	(163)		(2,898)		(94	%)

Plus (Less): Asset impairment and other														Plus (Less): Asset impairment and other	3,359		(105)		***		3,359		(163)		***
Less: Merger termination fee														Less: Merger termination fee	(136,000)		—		***		(136,000)		—		***
Adjusted operating income (non-GAAP basis)	Adjusted operating income (non-GAAP basis)	225,128		196,059		15	%	444,441		395,165		12	%	Adjusted operating income (non-GAAP basis)	166,040		225,128		(26	%)	342,361		444,441		(23	%)
Plus: Depreciation	Plus: Depreciation	15,534		15,838		(2	%)	30,839		31,734		(3	%)	Plus: Depreciation	14,987		15,534		(4	%)	30,036		30,839		(3	%)
Plus: Amortization of intangible assets	Plus: Amortization of intangible assets	14,999		15,773		(5	%)	29,999		31,533		(5	%)	Plus: Amortization of intangible assets	13,296		14,999		(11	%)	26,878		29,999		(10	%)
Adjusted EBITDA (non-GAAP basis)	Adjusted EBITDA (non-GAAP basis)	255,661		227,670		12	%	505,279		458,432		10	%	Adjusted EBITDA (non-GAAP basis)	194,323		255,661		(24	%)	399,275		505,279		(21	%)
Corporate - General and administrative expense (non-GAAP basis)	Corporate - General and administrative expense (non-GAAP basis)	9,400		11,171		(16	%)	20,486		23,442		(13	%)	Corporate - General and administrative expense (non-GAAP basis)	9,424		9,400		—	%	18,758		20,486		(8	%)
Adjusted EBITDA, excluding Corporate (non-GAAP basis)	Adjusted EBITDA, excluding Corporate (non-GAAP basis)	$	265,061	$	238,841	11	%	$	525,765	$	481,874	9	%	Adjusted EBITDA, excluding Corporate (non-GAAP basis)	$	203,747	$	265,061	(23	%)	$	418,033	$	525,765	(20	%)

*** Not meaningful	*** Not meaningful													*** Not meaningful

In the second quarter of ~~2022~~2023 Adjusted EBITDA margin was ~~34%~~28% without corporate expense or ~~33%~~27% with corporate expense, compared to second quarter of ~~2021~~2022 Adjusted EBITDA margin of ~~33%~~34% without corporate expense or ~~31%~~33% with corporate expense. For the six months ended June 30, ~~2022,~~2023, Adjusted EBITDA margin was ~~34%~~28% without corporate expense or ~~32%~~27% with corporate expense, compared to six months ended June 30, ~~2021~~2022 Adjusted EBITDA of ~~33%~~34% without corporate expense or ~~31%~~32% with corporate

expense. These margin ~~increases~~decreases were primarily driven by the operational factors discussed above within the revenue and operating expense fluctuation explanation sections, most notably, the decrease in AMS and political revenues and the increase in ~~political revenue due to the run up to the mid-term elections and subscription revenue from annual rate increases under existing and newly renegotiated retransmission agreements.~~programming expenses.

Free Cash Flow Reconciliation

Free ~~Cash Flow Reconciliation~~cash flow as a percentage of revenue is computed over a trailing two-year period (reflecting both an even and odd year reporting period given the political cyclicality of our business).

Reconciliation from “Net income” to “Free cash flow” follow (in thousands):


		Two-year period ended June 30,							Two-year period ended June 30,
		2022			2021				2023			2022

Net income attributable to TEGNA Inc. (GAAP basis)	Net income attributable to TEGNA Inc. (GAAP basis)	$	1,119,281		$	834,323		Net income attributable to TEGNA Inc. (GAAP basis)	$	1,192,588		$	1,119,281
Plus: Provision for income taxes	Plus: Provision for income taxes	350,810			262,662			Plus: Provision for income taxes	347,277			350,810
Plus: Interest expense	Plus: Interest expense	373,677			416,146			Plus: Interest expense	352,281			373,677
Plus: M&A-related costs	Plus: M&A-related costs	18,184			26,225			Plus: M&A-related costs	44,103			18,184
Plus: Depreciation	Plus: Depreciation	128,949			129,689			Plus: Depreciation	124,338			128,949
Plus: Amortization	Plus: Amortization	127,236			131,815			Plus: Amortization	118,238			127,236
Plus: Stock-based compensation	Plus: Stock-based compensation	61,462			47,182			Plus: Stock-based compensation	54,669			61,462
Plus: Company stock 401(k) contribution	Plus: Company stock 401(k) contribution	34,974			32,167			Plus: Company stock 401(k) contribution	36,645			34,974
Plus: Syndicated programming amortization	Plus: Syndicated programming amortization	142,664			139,793			Plus: Syndicated programming amortization	136,535			142,664
Plus: Workforce restructuring expense	Plus: Workforce restructuring expense	1,021			5,933			Plus: Workforce restructuring expense	—			1,021
Plus: Advisory fees related to activism defense	Plus: Advisory fees related to activism defense	16,611			45,778			Plus: Advisory fees related to activism defense	—			16,611
Plus: Cash dividend from equity investments for return on capital	Plus: Cash dividend from equity investments for return on capital	8,240			9,093			Plus: Cash dividend from equity investments for return on capital	4,238			8,240
Plus: Cash reimbursements from spectrum repacking	Plus: Cash reimbursements from spectrum repacking	8,517			26,153			Plus: Cash reimbursements from spectrum repacking	827			8,517

Plus: Net income attributable to redeemable noncontrolling interest	Plus: Net income attributable to redeemable noncontrolling interest	2,135			427			Plus: Net income attributable to redeemable noncontrolling interest	1,218			2,135
Plus: Reimbursement from Company-owned life insurance policies	Plus: Reimbursement from Company-owned life insurance policies	1,456			—			Plus: Reimbursement from Company-owned life insurance policies	1,929			1,456
Plus (Less): Equity loss (income) in unconsolidated investments, net	Plus (Less): Equity loss (income) in unconsolidated investments, net	14,299			(5,207)			Plus (Less): Equity loss (income) in unconsolidated investments, net	10,780			14,299
Less: Spectrum repacking reimbursements and other, net		(4,794)			(6,869)
Plus: Asset impairment and other								Plus: Asset impairment and other	3,627			(4,794)
(Less) Plus: Other non-operating items, net	(Less) Plus: Other non-operating items, net	(6,481)			27,640			(Less) Plus: Other non-operating items, net	(37,594)			(6,481)
Less: Merger termination fee								Less: Merger termination fee	(136,000)			—
Less: Syndicated programming payments	Less: Syndicated programming payments	(148,229)			(145,058)			Less: Syndicated programming payments	(134,274)			(148,229)
Less: Income tax payments, net of refunds	Less: Income tax payments, net of refunds	(343,503)			(230,749)			Less: Income tax payments, net of refunds	(307,031)			(343,503)
Less: Pension contributions	Less: Pension contributions	(10,140)			(24,158)			Less: Pension contributions	(12,172)			(10,140)
Less: Interest payments	Less: Interest payments	(364,856)			(391,913)			Less: Interest payments	(339,372)			(364,856)
Less: Purchases of property and equipment	Less: Purchases of property and equipment	(107,361)			(123,792)			Less: Purchases of property and equipment	(101,279)			(107,361)
Free cash flow (non-GAAP basis)	Free cash flow (non-GAAP basis)	$	1,424,152		$	1,207,280		Free cash flow (non-GAAP basis)	$	1,361,571		$	1,424,152

Revenue	Revenue	$	6,226,061		$	5,643,551		Revenue	$	6,282,212		$	6,226,061
Free cash flow as a % of Revenue	Free cash flow as a % of Revenue	22.9		%	21.4		%	Free cash flow as a % of Revenue	21.7		%	22.9		%

Our free cash flow, a non-GAAP performance measure, was ~~$1.42~~$1.36 billion and ~~$1.21~~$1.42 billion for the two-year periods ended June 30, 2023 and 2022, ~~and 2021,~~ respectively. ~~The increase in free cash flow is primarily due to increases in subscription and political revenues.~~

Liquidity, Capital Resources and Cash Flows

Our operations have historically generated positive cash flow which, along with availability under our existing revolving credit facility and cash and cash equivalents on hand, have been sufficient to fund our capital expenditures, interest ~~expense,~~payments, dividends, share repurchases, investments in strategic initiatives ~~(including acquisitions)~~ and other operating requirements.

We paid dividends totaling $40.5 million and $42.3 million in first six months of 2023 and 2022, ~~and $36.4 million in first six months~~respectively. In the second quarter of ~~2021.~~2023 we announced a 20% increase to our quarterly dividend from 9.5 to 11.375 cents per share. We ~~expect to continue to pay our~~paid the previously declared regular quarterly dividend of ~~$0.095~~9.5 cents per share ~~through the closing~~on July 3, 2023, to stockholders of record as of the close of business on June 9, 2023, and expect the increased dividend to be in effect in future regular quarterly dividend payments, subject to the Board of Directors declaration.

The now terminated Merger Agreement did not permit us to increase the dividend or to repurchase our common stock. As a result of these two restrictions, our cash balance was $551.7 million at the end of 2022. In the second quarter of 2023 we employed $300 million of cash when we launched an accelerated share repurchase (ASR) program under which we will repurchase $300 million in TEGNA common shares from JPMorgan. Under the ASR, the Company made an initial payment to JPMorgan of $300 million and received an initial delivery of approximately 15.2 million shares on June 6, 2023, representing 80% ($240 million) of the value of the ASR contract. The final number of shares to be repurchased will be based on the average daily volume-weighted average price of TEGNA shares during the term of the ASR, less a discount and subject to customary adjustments pursuant to the terms of the ASR. The final settlement of the ASR is expected to be completed by the end of the third quarter of 2023, subject to acceleration at JPMorgan’s discretion.

On August 3, 2023, TEGNA announced an additional ASR program with a value of $325 million, which is expected to commence in the ~~maximum~~fourth quarter of 2023. Similar to the initial ASR program, we expect to receive an initial delivery of shares equal to 80% of the value of the program, with the final number of shares received to be based on the average daily volume-weighted average price of TEGNA shares during the term of the ASR, less a discount and subject to customary adjustments pursuant to the terms of the ASR.

During the first half of 2023, we primarily deployed surplus cash in time deposit and money market investments with several financial institutions.

Under our revolving credit facility we have the ability to draw loans based on two different interest rate ~~and frequency permitted by~~indices, one of which was previously based on the ~~Merger Agreement.~~London Interbank Offered Rate (LIBOR). During the second quarter of 2023, we amended our revolving credit facility to replace the LIBOR-based interest rate index, which was phased out, with a Secured Overnight Financing Rate (SOFR) based interest rate index. The transition from LIBOR to SOFR did not have a material impact on the Company.

As of June 30, ~~2022,~~2023, we were in compliance with all covenants contained in our debt agreements and credit ~~facility and our~~facility. Our leverage ratio, calculated in accordance with our revolving credit ~~agreement, wa~~agreem~~s 2.64x,~~ ent, was 2.50x, below th~~below the~~e maximum permitted leverage ratio of ~~less than 5.0x. The~~4.50x. The leverage ratio is calculated using annualized adjusted EBITDA (as defined in the credit agreement) for the trailing eight quarters. We believe that we will remain compliant with all covenants for the foreseeable future.

As of June 30, ~~2022~~2023, our total debt was ~~$3.07~~$3.07 billion, cash and cash equivalents totaled ~~$200.8~~$489.4 million, and we had unused borrowing capacity of ~~$1.49~~$1.49 billion under our revolving credit facility. Our debt consists of unsecured notes which have fixed interest rates.

Our financial and operating performance, as well as our ability to generate sufficient cash flow to maintain compliance with credit facility covenants, are subject to certain risk factors. See Item 1A. “Risk Factors,” in our ~~2021~~2022 Annual Report on Form 10-K for further discussion. We expect our existing cash and cash equivalents, cash flow from our operations, and borrowing capacity under the revolving credit facility will be more than sufficient to fund the $325 million ASR scheduled for the fourth quarter as well as satisfy our recurring contractual commitments, debt service obligations, capital expenditure requirements, and other working capital needs for the next twelve months and beyond.

Cash Flows

The following table provides a summary of our cash flow information followed by a discussion of the key elements of our cash flow (in thousands):


		Six months ended June 30,					Six months ended June 30,
		2022		2021			2023		2022

Balance of cash and cash equivalents beginning of the period	Balance of cash and cash equivalents beginning of the period	$	56,989	$	40,968	Balance of cash and cash equivalents beginning of the period	$	551,681	$	56,989

Operating activities:	Operating activities:					Operating activities:
Net income	Net income	266,227		219,686		Net income	304,097		266,227
Depreciation, amortization and other non-cash adjustments	Depreciation, amortization and other non-cash adjustments	73,715		92,749		Depreciation, amortization and other non-cash adjustments	76,505		73,715
Pension contributions, net of income		(1,070)		(8,781)
Decrease (increase) in trade receivables		25,263		(37,207)
Increase (decrease) in interest and taxes payable		9,615		(52,483)
Merger termination fee						Merger termination fee	(136,000)		—
Pension expense, net of contributions						Pension expense, net of contributions	2,655		(1,070)
Decrease in trade receivables						Decrease in trade receivables	64,356		25,263
Increase in interest and taxes payable						Increase in interest and taxes payable	1,100		9,615
Other, net	Other, net	17,637		(17,471)		Other, net	(5,228)		17,637
Cash flow from operating activities	Cash flow from operating activities	391,387		196,493		Cash flow from operating activities	307,485		391,387

Investing activities:	Investing activities:					Investing activities:
Payments for acquisitions of businesses and other assets, net of cash acquired		—		(13,341)
Purchase of property and equipment						Purchase of property and equipment	(14,491)		(23,094)
All other investing activities	All other investing activities	(23,819)		(20,911)		All other investing activities	(1,416)		(725)
Cash flow used for investing activities	Cash flow used for investing activities	(23,819)		(34,252)		Cash flow used for investing activities	(15,907)		(23,819)

Financing activities:						Financing activities:
Payment under revolving credit facilities, net						Payment under revolving credit facilities, net	—		(166,000)
Repurchase of common stock						Repurchase of common stock	(300,000)		—
All other financing activities						All other financing activities	(53,886)		(57,787)
Cash flow used for financing activities	Cash flow used for financing activities	(223,787)		(145,947)		Cash flow used for financing activities	(353,886)		(223,787)
Increase in cash and cash equivalents	Increase in cash and cash equivalents	143,781		16,294		Increase in cash and cash equivalents	(62,308)		143,781
Balance of cash and cash equivalents end of the period	Balance of cash and cash equivalents end of the period	$	200,770	$	57,262	Balance of cash and cash equivalents end of the period	$	489,373	$	200,770

Operating activities - Cash flow from operating activities was ~~$391.4~~$307.5 million ~~for~~for the six months ended June 30, ~~2022,~~2023, compared to ~~$196.5~~$391.4 million for the same period in ~~2021.~~2022. Net income increased in 2023 due to the one time merger termination fee of $136 million that was settled in the second quarter of 2023. The merger termination fee was satisfied in the form of TEGNA common stock and therefore did not impact cash flows. Driving the ~~increase~~decrease in operating cash flow of $83.9 million was an $87.2 million decline in revenue and a ~~favorable change~~$28.4 million increase in programming costs, partially offset by a $39.1 million decrease in accounts receivable of $62.5 million, primarily due to timing of cash payments related to AMS revenue and an increase in subscription revenue. Operating cash flow was also positively impacted by an increase in political revenue of $49.8 million in the first six months of ~~2022~~2023 as compared to 2021 (political revenue is paid upfront and provides an immediate benefit to cash flow from operating activities). Also contributing to the increase was a favorable change in accounts payable of $34.1 million in the first six months of 2022 as compared to the same period in 2021, due to timing of payments. Lastly, tax payments declined $37.7 million due to the absence of elevated tax payments made in arrears in 2021 related to the strong political-driven record results achieved in fourth quarter of 2020.2022.

Investing activities - Cash flow used for investing activities ~~was $23.8~~was $15.9 million for the six months ended June 30, ~~2022,~~2023, compared to ~~$34.3~~$23.8 million for the same period in ~~2021.~~2022. The decrease of ~~$10.5~~$7.9 million was primary due to ~~$13.3 million being invested on an acquisition in 2021 and an absence of acquisitions in 2022. Also contributing to the decrease was~~ a ~~decrease~~reduction in capital expenditures in the first six months of ~~$4.5 million.~~2023 as compared to the same period in 2022.

Financing activities - Cash flow used for financing activities was ~~$223.8~~$353.9 million for the six months ended June 30, ~~2022,~~2023, compared to ~~$145.9~~$223.8 million for the same period in ~~2021.~~2022. The change was primarily due to our initial payment to JPMorgan of $300 million pursuant to the ASR program in which we received an initial delivery of 15.2 million shares on June 6, 2023, representing 80% ($240 million) of the value of the ASR program. Also contributing to the change was our revolving credit facility which had no net repayments in the first six months of 2023 as compared to net repayments of $166.0 million in the first six months of ~~2022 as compared to net repayments of $99.0 million in the first six months of 2021.~~2022.

Certain Factors Affecting Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q that do not describe historical facts may constitute forward-looking statements within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on a number of assumptions about future events and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs, projections and estimates expressed in such statements. These risks, uncertainties and other factors include, but are not limited to, ~~those described within Part I, Item 1A “Risk Factors”~~risks and uncertainties related to: changes in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and our Quarterly Reports on Form 10-Q, including following: (1) the timing, receipt and terms and conditions of any required governmental or regulatory approvals of the proposed transaction and the related transactions involving the parties that could reduce the anticipated benefits of or cause the parties to abandon the proposed transaction, (2) risks related to the satisfaction of the conditions to closing the proposed transaction (including the failure to obtain necessary regulatory approvals), and the related transactions involving the parties, in the anticipated timeframe or at all, (3) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s shares, general market conditions; constraints, volatility, or disruptions in the capital markets or other factors affecting share repurchases, including the Company’s ASR program; the possibility that the Company’s ASR program, or any future share repurchases, may not enhance long-term stockholder value; the possibility that share repurchases pursuant to the ASR program could increase the volatility of the price of the Company’s common stock ~~(4) disruption from the proposed transaction could make it more difficult to maintain business~~ and ~~operational relationships, including retaining and hiring key personnel and maintaining relationships with~~diminish the Company’s cash reserves; legal proceedings, judgments or settlements; the response of customers, ~~vendors~~suppliers and ~~others with whom it does~~ business ~~(5) the occurrence of any event, change or other circumstances that could give rise~~partners to the termination of the merger agreement, ~~entered into pursuant~~including impacts on and modifications to the ~~proposed transaction or of the transactions involving the parties, (6) risks related to disruption of management’s attention from the~~ Company’s ~~ongoing~~plans, operations and business ~~operations~~relating thereto; difficulties in employee retention due to the ~~proposed transaction, (7) significant transaction costs, (8)~~termination of the ~~risk of litigation and/~~merger agreement; the Company’s ability to re-price or renew subscribers; potential regulatory ~~actions related~~actions; changes in consumer behaviors and impacts on and modifications to ~~the proposed transaction or unfavorable results from currently pending litigation~~TEGNA's operations and ~~proceedings or litigation and proceedings that could arise in the future, (9)~~business relating thereto; other business effects, including the effects of industry, market, economic, political or regulatory ~~conditions, (10)~~conditions; information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity, malware or ransomware ~~attacks,~~attacks; and ~~(11) changes resulting from the COVID-19 pandemic (including the effect of COVID-19 on~~economic, competitive, governmental, technological and other factors and risks that may affect the Company’s ~~revenues, particularly~~operations or financial results, which are discussed in our non-political advertising revenues), which could exacerbate any of the risks described above. Potential regulatory actions, changes in consumer behaviors and impacts on and modifications to our operations and business relating thereto and our ability to execute on our standalone plan can also cause actual results to differ materially. We are not responsible for updating the information contained in this QuarterlyAnnual Report on Form ~~10-Q beyond the published date.~~10-K

Readers are cautioned not to place undue reliance on forward-looking statements made by or on behalf of the Company. Each such statement speaks only as of the day it was made. We undertake no obligation to update or to revise any forward-looking statements. The factors described above cannot be controlled by our Company. When used in this Quarterly Report on Form 10-Q, the words “believes,” “estimates,” “plans,” “expects,” “should,” “could,” “outlook,” and “anticipates” and similar expressions as they relate to our Company or management are intended to identify forward looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q may include, without limitation: ~~statements about the potential benefits of the proposed acquisition,~~ anticipated growth rates, the Company’s plans, objectives ~~expectations,~~ and ~~the anticipated timing of closing the proposed transaction.~~expectations.

3031

Item 3. Quantitative and Qualitative Disclosures about Market Risk

For quantitative and qualitative disclosures about market risk, refer to the following section of our ~~2021~~2022 Annual Report on Form 10-K: “Item 7A. Quantitative and Qualitative Disclosures about Market Risk.” Our exposures to market risk have not changed materially since December 31, ~~2021.~~2022.

As of June 30, ~~2022, approximately $3.09~~2023, we did not have any floating interest obligations outstanding and had unused borrowing capacity of $1.49 billion under our $1.51 billion revolving credit facility, which expires in August 2024. During the second quarter of 2023, we amended our ~~debt has a fixed~~revolving credit facility to replace the LIBOR-based interest rate ~~(which represents 100% of our total principal debt obligation).~~index, which was phased out, with a Secured Overnight Financing Rate (SOFR) based interest rate index. The transition from LIBOR to SOFR did not have a material impact on the Company. Any amounts borrowed under the revolving credit facility in the future are subject to a variable rate. Refer to Note 8 to the condensed consolidated financial statements for information regarding the fair value of our ~~total debt, based on bid and ask quotes for the related debt, totaled $3.00 billion as of June 30, 2022 and $3.40 billion as of December 31, 2021.~~

long-term debt.

Item 4. Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, ~~2022.~~2023. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective, as of June 30, ~~2022,~~2023, to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There have been no material changes in our internal controls or in other factors during the fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See Note 9 to the condensed consolidated financial statements for information regarding our legal proceedings.

Item 1A. Risk Factors

While we attempt to identify, manage and mitigate risks and uncertainties associated with our business, some level of risk and uncertainty will always be present. “Item 1A. Risk Factors” of our ~~2021~~2022 Annual Report on Form 10-K describes the risks and uncertainties that we believe may have the potential to materially affect our business, results of operations, financial condition, cash flows, projected results and future prospects. WeOther than those risk factors related to the now terminated merger, we do not believe that there have been any material changes from the risk factors previously disclosed in our ~~2021~~2022 Annual Report on Form ~~10-K.~~10-K, with the exception of the below risk factor related to the repurchasing of our common stock.

We may not realize the anticipated benefits of our share repurchase programs and any failure to repurchase our common stock after we have announced our intention to do so may negatively impact our stock price.

On June 2, 2023 we entered into an accelerated share repurchase (ASR) program under which we will repurchase $300 million of our common stock. On August 3, we announced we expect to enter into a second ASR program in the fourth quarter under which we will repurchase $325 million of our common stock. Both of these ASR agreements are in addition to the $300 million share repurchase program authorized by our Board of Directors in December 2020.

The timing and amount of any repurchases under these programs will depend on factors such as the stock price, economic and market conditions, and corporate and regulatory requirements. Any failure to repurchase shares after we have announced our intention to do so may negatively impact our reputation, investor confidence and the price of our common stock.

The existence of these share repurchase programs could cause the price of the Company’s common stock to be higher than it otherwise would be and could potentially reduce the market liquidity for our stock. Although these programs are intended to enhance long-term stockholder value, there is no assurance they will do so because the market price of our common stock may decline below the levels at which we repurchased shares and short-term stock price fluctuations could reduce the effectiveness of the programs.

Repurchasing common stock will reduce the amount of cash we have available to fund capital expenditures, interest payments, dividends, share repurchases, investments in strategic initiatives and other operating requirements and we may fail to realize the anticipated benefits of these share repurchase programs.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table presents stock repurchases by the Company during the three month period ended June 30, 2023 (in thousands, except per share amount):


Period Ended	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs

April 1, 2023 - April 30, 2023	—	$	—	—	$	300,000	1
May 1, 2023 - May 31, 2023	—	—		—	300,000		1
June 1, 2023 - June 30, 2023
Accelerated share repurchases2	15,180	—		15,180	60,000
Merger termination fee3	8,640	15.78		8,640	—
Total Second Quarter 2023	23,820	$	—	23,820	$	360,000	4

(1) In December 2020, our Board of Directors authorized the renewal of our share repurchase program for up to ~~$300.0~~$300 million of our common stock over the next three years. NoThe shares ~~were~~may be repurchased ~~during~~at management’s discretion, either on the open market or in privately negotiated block transactions. Management’s decision to repurchase shares will depend on price, blackout periods and other corporate developments. Purchases may occur from time to time and no maximum purchase price has been set. In the second quarter and six months ended June 30, ~~2022.~~2023, no shares were repurchased under this program.

(2) As ~~a result~~announced on June 2, 2023, we entered into the ASR agreement with JPMorgan Chase Bank, National Association (JPMorgan) on June 2, 2023 to repurchase TEGNA common stock with an aggregate value of $300 million. Under the terms of the ~~announcement~~ASR, we paid JPMorgan $300 million and received an initial delivery of approximately 15.2 million shares on June 6, 2023, representing approximately 80% ($240 million) of the value of the ASR. The total number of shares to be repurchased will be based on the average of our daily volume-weighted average stock price, less a discount, during the repurchase period, which is expected to be completed by the end of the third quarter of 2023, at which time share settlement for the full value of the ASR program will be completed. This ASR program was separately authorized by our Board of Directors and therefore did not impact the $300 million share repurchase program authorized by our Board of Directors in December 2020 described in Note 1 above.

(3) On June 1, 2023 Standard General transferred to TEGNA shares of TEGNA common stock to satisfy the approximately $136 million merger termination fee due under the Merger ~~Agreement on February 22, 2022, we have suspended~~Agreement. Receipt of the shares from Standard General will not reduce the $300 million ASR described in footnote 2 above. Refer to Note 1 to the condensed consolidated financial statements for additional information.

(4) Represents (i) $300 million remaining under the share ~~repurchases~~repurchase program authorized by our Board of Directors in December 2020 as described in footnote 1 above, and (ii) $60 million remaining under ~~this program.~~the ASR program, which is expected to be settled by the end of the third quarter of 2023, as described in footnote 2 above.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

3133

Item 6. Exhibits


Exhibit Number						Description


3-1						Fourth Restated Certificate of Incorporation of TEGNA Inc. (incorporated by reference to Exhibit 3-1 to TEGNA Inc.’s Form 8-K filed on May 12, 2021).

3-2						By-laws, as amended through May 12, 2021 (incorporated by reference to Exhibit 3-2 to TEGNA Inc.’s Form 8-K filed on May 12, 2021).

10-1						Form of ~~Director~~Executive Officer Restricted Stock Unit Award Agreement*

10-2						Form of Executive Officer Restricted Stock Unit Award Agreement*

10-3						Form of Executive Officer Restricted Stock Unit Award Agreement*

10-4						Fourteenth Amendment, dated as of May 15, 2023 and effective as of May 29, 2023, 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, as further amended as of August 15, 2019 and as further amended as of June 11, 2020, 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..*(i ncorporated by reference to Exhibit 10-1 to TEGNA Inc ’s Form 8-K filed on May 23, 2023).

31-1						Rule 13a-14(a) Certification of CEO.

31-2						Rule 13a-14(a) Certification of CFO.

32-1						Section 1350 Certification of CEO.

32-2						Section 1350 Certification of CFO.

101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Document.

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Asterisks identify management contracts and compensatory plans and arrangements.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: August ~~8, 2022~~3, 2023			TEGNA INC.

			/s/ Clifton A. McClelland III
			Clifton A. McClelland III
			Senior Vice President and Controller
			(on behalf of Registrant and as Principal Accounting Officer)

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