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, 20222023
OR
    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)
___________________________
Delaware16-0442930
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
8350 Broad Street, Suite 2000,Tysons,Virginia22102-5151
(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 classTrading SymbolName of each exchange on which registered
Common StockTGNANew 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 filerAccelerated filer
Non-accelerated filerSmaller 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, 20222023 was 223,110,797.201,522,005.



INDEX TO TEGNA INC.
June 30, 20222023 FORM 10-Q
 
Item No.Item No. PageItem No. Page
PART I. FINANCIAL INFORMATIONPART I. FINANCIAL INFORMATION
1.1.Financial Statements1.Financial Statements
2.2.2.
3.3.3.
4.4.4.
PART II. OTHER INFORMATIONPART II. OTHER INFORMATION
1.1.1.
1A.1A.1A.
2.2.2.
3.3.3.
4.4.4.
5.5.5.
6.6.6.
2


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

TEGNA Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands of dollars (Unaudited)
June 30, 2022Dec. 31, 2021June 30, 2023Dec. 31, 2022
ASSETSASSETSASSETS
Current assetsCurrent assetsCurrent assets
Cash and cash equivalentsCash 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, respectively615,824 642,280 
Accounts receivable, net of allowances of $4,249 and $3,697, respectivelyAccounts receivable, net of allowances of $4,249 and $3,697, respectively593,410 658,318 
Other receivablesOther receivables7,802 15,496 Other receivables10,534 13,493 
Syndicated programming rightsSyndicated programming rights24,114 53,100 Syndicated programming rights17,326 44,064 
Prepaid expenses and other current assetsPrepaid expenses and other current assets36,867 19,724 Prepaid expenses and other current assets33,257 36,152 
Total current assetsTotal current assets885,377 787,589 Total current assets1,143,900 1,303,708 
Property and equipmentProperty and equipmentProperty and equipment
CostCost1,070,911 1,053,851 Cost1,076,634 1,067,191 
Less accumulated depreciationLess accumulated depreciation(611,576)(586,656)Less accumulated depreciation(634,853)(610,138)
Net property and equipmentNet property and equipment459,335 467,195 Net property and equipment441,781 457,053 
Intangible and other assetsIntangible and other assetsIntangible and other assets
GoodwillGoodwill2,981,587 2,981,587 Goodwill2,981,587 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 leasesRight-of-use assets for operating leases84,270 87,279 Right-of-use assets for operating leases73,605 78,448 
Investments and other assetsInvestments and other assets143,420 152,508 Investments and other assets118,839 126,494 
Total intangible and other assetsTotal intangible and other assets5,620,766 5,662,862 Total intangible and other assets5,529,592 5,568,135 
Total assetsTotal 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.
3


TEGNA Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands of dollars, except par value and share amounts (Unaudited)
June 30, 2022Dec. 31, 2021June 30, 2023Dec. 31, 2022
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITYLIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITYLIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
Current liabilitiesCurrent liabilitiesCurrent liabilities
Accounts payableAccounts payable$86,381 $72,996 Accounts payable$78,788 $76,212 
Accrued liabilitiesAccrued liabilitiesAccrued liabilities
Compensation Compensation49,490 55,179  Compensation38,598 50,339 
Interest Interest44,720 45,905  Interest44,625 45,480 
Contracts payable for programming rights Contracts payable for programming rights93,829 98,534  Contracts payable for programming rights99,593 117,743 
Other Other88,696 91,098  Other67,724 78,265 
Income taxes payableIncome taxes payable7,610 11,420 Income taxes payable3,416 22,985 
Total current liabilitiesTotal current liabilities370,726 375,132 Total current liabilities332,744 391,024 
Noncurrent liabilitiesNoncurrent liabilitiesNoncurrent liabilities
Deferred income tax liabilityDeferred income tax liability552,250 548,374 Deferred income tax liability574,975 556,131 
Long-term debtLong-term debt3,067,608 3,231,970 Long-term debt3,071,026 3,069,316 
Pension liabilitiesPension liabilities54,795 58,063 Pension liabilities73,380 73,684 
Operating lease liabilitiesOperating lease liabilities85,436 88,970 Operating lease liabilities74,231 79,503 
Other noncurrent liabilitiesOther noncurrent liabilities76,175 79,102 Other noncurrent liabilities66,653 70,098 
Total noncurrent liabilitiesTotal noncurrent liabilities3,836,264 4,006,479 Total noncurrent liabilities3,860,265 3,848,732 
Total liabilitiesTotal liabilities4,206,990 4,381,611 Total liabilities4,193,009 4,239,756 
Commitments and contingent liabilities (see Note 9)Commitments and contingent liabilities (see Note 9)00Commitments 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’ equityShareholders’ equityShareholders’ equity
Common stock of $1 par value per share, 800,000,000 shares authorized, 324,418,632 shares issuedCommon stock of $1 par value per share, 800,000,000 shares authorized, 324,418,632 shares issued324,419 324,419 Common stock of $1 par value per share, 800,000,000 shares authorized, 324,418,632 shares issued324,419 324,419 
Additional paid-in capitalAdditional paid-in capital27,941 27,941 Additional paid-in capital27,941 27,941 
Retained earningsRetained earnings7,583,436 7,459,380 Retained earnings7,989,312 7,898,055 
Accumulated other comprehensive lossAccumulated 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, respectivelyLess treasury stock at cost, 122,978,320 shares and 100,970,426 shares, respectively(5,314,047)(5,053,160)
Total equityTotal equity2,741,723 2,519,906 Total equity2,904,158 3,071,722 
Total liabilities, redeemable noncontrolling interest and equityTotal 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.


4


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,
20222021202220212023202220232022
RevenuesRevenues$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 expensesBusiness units - Selling, general and administrative expenses99,585 96,949 201,554 186,275 Business units - Selling, general and administrative expenses97,231 99,585 196,340 201,554 
Corporate - General and administrative expensesCorporate - General and administrative expenses13,612 23,183 34,932 40,053 Corporate - General and administrative expenses26,506 13,612 38,606 34,932 
DepreciationDepreciation15,534 15,838 30,839 31,734 Depreciation14,987 15,534 30,036 30,839 
Amortization of intangible assetsAmortization of intangible assets14,999 15,773 29,999 31,533 Amortization of intangible assets13,296 14,999 26,878 29,999 
Spectrum repacking reimbursements and other, net(105)(1,475)(163)(2,898)
Asset impairment and otherAsset impairment and other3,359 (105)3,359 (163)
Merger termination feeMerger termination fee(136,000)— (136,000)— 
TotalTotal563,860 547,386 1,128,846 1,078,507 Total449,907 563,860 1,016,679 1,128,846 
Operating incomeOperating income221,021 185,522 430,158 381,452 Operating income281,599 221,021 455,154 430,158 
Non-operating (expense) income:Non-operating (expense) income:Non-operating (expense) income:
Equity loss in unconsolidated investments, netEquity loss in unconsolidated investments, net(236)(2,597)(4,047)(3,926)Equity loss in unconsolidated investments, net(283)(236)(520)(4,047)
Interest expenseInterest expense(42,950)(46,609)(86,570)(93,094)Interest expense(42,797)(42,950)(85,703)(86,570)
Other non-operating items, netOther non-operating items, net(1,865)1,524 15,454 1,854 Other non-operating items, net5,781 (1,865)11,192 15,454 
TotalTotal(45,051)(47,682)(75,163)(95,166)Total(37,299)(45,051)(75,031)(75,163)
Income before income taxesIncome before income taxes175,970 137,840 354,995 286,286 Income before income taxes244,300 175,970 380,123 354,995 
Provision for income taxesProvision for income taxes44,030 30,986 88,768 66,600 Provision for income taxes44,207 44,030 76,026 88,768 
Net IncomeNet Income131,940 106,854 266,227 219,686 Net Income200,093 131,940 304,097 266,227 
Net income attributable to redeemable noncontrolling interest(371)(227)(424)(442)
Net loss (income) attributable to redeemable noncontrolling interestNet loss (income) attributable to redeemable noncontrolling interest12 (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:
BasicBasic$0.59 $0.48 $1.19 $0.99 Basic$0.92 $0.59 $1.37 $1.19 
DilutedDiluted$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 sharesBasic shares223,675 221,522 223,197 221,064 Basic shares217,830 223,675 221,168 223,197 
Diluted sharesDiluted shares224,489 222,506 223,867 221,855 Diluted shares217,979 224,489 221,391 223,867 
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.
5


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,
20222021202220212023202220232022
Net incomeNet 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 adjustmentsForeign 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 costs1,085 1,353 2,061 2,578 Recognition of previously deferred post-retirement benefit plan costs1,327 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 taxOther comprehensive income (loss), before tax1,085 1,608 (18,597)3,329 Other comprehensive income (loss), before tax1,327 1,085 2,777 (18,597)
Income tax effect related to components of other comprehensive incomeIncome 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 taxOther comprehensive income (loss), net of tax806 1,194 (13,812)2,472 Other comprehensive income (loss), net of tax988 806 2,066 (13,812)
Comprehensive incomeComprehensive income132,746 108,048 252,415 222,158 Comprehensive income201,081 132,746 306,163 252,415 
Comprehensive income attributable to redeemable noncontrolling interest(371)(227)(424)(442)
Comprehensive loss (income) attributable to redeemable noncontrolling interestComprehensive loss (income) attributable to redeemable noncontrolling interest12 (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.

6


TEGNA Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited, in thousands of dollars


Six months ended June 30,Six months ended June 30,
2022202120232022
Cash flows from operating activities:Cash flows from operating activities:Cash flows from operating activities:
Net incomeNet 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 amortizationDepreciation and amortization60,838 63,267 Depreciation and amortization56,914 60,838 
Stock-based compensationStock-based compensation17,209 16,172 Stock-based compensation8,845 17,209 
Company stock 401(k) contribution Company stock 401(k) contribution9,929 9,384  Company stock 401(k) contribution10,226 9,929 
Gains on assets, netGains on assets, net(18,308)— Gains on assets, net— (18,308)
Equity loss from unconsolidated investments, net4,047 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 receivables25,263 (37,207)
Increase (decrease) in accounts payable13,385 (20,692)
Increase (decrease) in interest and taxes payable, net9,615 (52,483)
Increase (decrease) in deferred revenue1,687 (1,015)
Equity losses from unconsolidated investments, netEquity losses from unconsolidated investments, net520 4,047 
Merger termination feeMerger termination fee(136,000)— 
Pension expense, net of employer contributionsPension expense, net of employer contributions2,655 (1,070)
Change in other assets and liabilities:Change in other assets and liabilities:
Decrease in trade receivablesDecrease in trade receivables64,356 25,263 
Increase in accounts payableIncrease in accounts payable2,576 13,385 
Increase in interest and taxes payable, netIncrease in interest and taxes payable, net1,100 9,615 
Increase in deferred revenueIncrease in deferred revenue861 1,687 
Change in other assets and liabilities, netChange in other assets and liabilities, net2,565 4,236 Change in other assets and liabilities, net(8,665)2,565 
Net cash flow from operating activitiesNet cash flow from operating activities391,387 196,493 Net cash flow from operating activities307,485 391,387 
Cash flows from investing activities:Cash flows from investing activities:Cash flows from investing activities:
Purchase of property and equipmentPurchase of property and equipment(23,094)(27,621)Purchase of property and equipment(14,491)(23,094)
Reimbursements from spectrum repackingReimbursements from spectrum repacking163 4,438 Reimbursements from spectrum repacking— 163 
Payments for acquisitions of businesses— (13,341)
Payments for acquisition of assetsPayments for acquisition of assets(1,150)— 
Purchases of investmentsPurchases of investments(4,706)(408)Purchases of investments(328)(4,706)
Proceeds from investmentsProceeds from investments3,451 2,418 Proceeds from investments23 3,451 
Proceeds from sale of assetsProceeds from sale of assets367 262 Proceeds from sale of assets39 367 
Net cash flow used for investing activitiesNet 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, netPayments under revolving credit facilities, net(166,000)(99,000)Payments under revolving credit facilities, net— (166,000)
Dividends paidDividends paid(42,331)(36,426)Dividends paid(40,489)(42,331)
Repurchase of common stockRepurchase 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 activitiesNet cash flow used for financing activities(223,787)(145,947)Net cash flow used for financing activities(353,886)(223,787)
Increase in cash143,781 16,294 
(Decrease) increase in cash(Decrease) increase in cash(62,308)143,781 
Balance of cash, beginning of periodBalance of cash, beginning of period56,989 40,968 Balance of cash, beginning of period551,681 56,989 
Balance of cash, end of periodBalance 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 refundsCash 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 interestCash 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.
7


TEGNA Inc.
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTEREST
Unaudited, in thousands of dollars, except per share data
Quarters Ended:Redeemable noncontrolling interestCommon
stock
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive
loss
Treasury
stock
Total Equity
Quarters ended:Quarters ended:Redeemable noncontrolling interestCommon
stock
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive
loss
Treasury
stock
Total Equity
Balance at Mar. 31, 2023Balance at Mar. 31, 2023$17,754 $324,419 $27,941 $7,879,619 $(124,455)$(4,956,259)$3,151,265 
Net (loss) incomeNet (loss) income(12)— — 200,105 — — 200,105 
Other comprehensive income, net of taxOther comprehensive income, net of tax— — — — 988 — 988 
Total comprehensive incomeTotal comprehensive income201,093 
Dividends declared: $0.095 per shareDividends declared: $0.095 per share— — — (19,130)— — (19,130)
Company stock 401(k) contributionCompany stock 401(k) contribution— — (961)(12,697)— 18,320 4,662 
Stock-based awards activityStock-based awards activity— — (184)(2,441)— 2,636 11 
Stock-based compensationStock-based compensation— — 5,157 — — — 5,157 
Repurchase of common stockRepurchase of common stock— — (4,220)(55,780)— (378,744)(438,744)
Adjustment of redeemable noncontrolling interest to redemption valueAdjustment of redeemable noncontrolling interest to redemption value364 — — (364)— — (364)
Other activityOther activity— — 208 — — — 208 
Balance at June 30, 2023Balance at June 30, 2023$18,106 $324,419 $27,941 $7,989,312 $(123,467)$(5,314,047)$2,904,158 
Redeemable noncontrolling interestCommon
stock
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive
loss
Treasury
stock
Total Equity
Balance at Mar. 31, 2022Balance 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 incomeNet income371 — — 131,569 — — 131,569 Net income371 — — 131,569 — — 131,569 
Other comprehensive income, net of taxOther comprehensive income, net of tax— — — — 806 — 806 Other comprehensive income, net of tax— — — — 806 — 806 
Total comprehensive incomeTotal comprehensive income132,375 Total comprehensive income132,375 
Dividends declared: $0.095 per shareDividends declared: $0.095 per share— — — (21,180)— — (21,180)Dividends declared: $0.095 per share— — — (21,180)— — (21,180)
Company stock 401(k) contributionCompany 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 activityStock-based awards activity— — (2,053)(1,974)— 4,022 (5)Stock-based awards activity— — (2,053)(1,974)— 4,022 (5)
Stock-based compensationStock-based compensation— — 6,714 — — — 6,714 
Stock-based compensation— — 6,714 — — — 6,714 
Adjustment of redeemable noncontrolling interest to redemption valueAdjustment of redeemable noncontrolling interest to redemption value(36)— — 36 — — 36 Adjustment of redeemable noncontrolling interest to redemption value(36)— — 36 — — 36 
Other activityOther activity— — 343 — — — 343 Other activity— — 343 — — — 343 
Balance at June 30, 2022Balance 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 interestCommon
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 income227 — — 106,627 — — 106,627 
Other comprehensive income, net of tax— — — — 1,194 — 1,194 
Total comprehensive income107,821 
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 value76 — — (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 
8


TEGNA Inc.TEGNA Inc.TEGNA Inc.
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NON-CONTROLLING INTERESTCONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NON-CONTROLLING INTERESTCONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NON-CONTROLLING INTEREST
Unaudited, in thousands of dollars, except per share dataUnaudited, in thousands of dollars, except per share dataUnaudited, in thousands of dollars, except per share data
Six Months Ended:Six Months Ended:Redeemable noncontrolling interestCommon
stock
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive
loss
Treasury
stock
TotalSix Months Ended:Redeemable noncontrolling interestCommon
stock
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive
loss
Treasury
stock
Total
Balance at Dec. 31, 2022Balance at Dec. 31, 2022$17,418 $324,419 $27,941 $7,898,055 $(125,533)$(5,053,160)$3,071,722 
Net incomeNet income(311)— — 304,408 — — 304,408 
Other comprehensive income, net of taxOther comprehensive income, net of tax— — — — 2,066 — 2,066 
Total comprehensive incomeTotal comprehensive income306,474 
Dividends declared: $0.19 per shareDividends declared: $0.19 per share— — — (40,489)— — (40,489)
Company stock 401(k) contributionCompany stock 401(k) contribution— — (1,536)(27,188)— 38,950 10,226 
Stock-based awards activityStock-based awards activity— — (3,609)(88,695)— 78,907 (13,397)
Stock-based compensationStock-based compensation— — 8,845 — — — 8,845 
Repurchase of common stockRepurchase of common stock— — (4,220)(55,780)— (378,744)(438,744)
Adjustment of redeemable noncontrolling interest to redemption valueAdjustment of redeemable noncontrolling interest to redemption value999 — — (999)— — (999)
Other activityOther activity— — 520 — — — 520 
Balance at June 30, 2023Balance at June 30, 2023$18,106 $324,419 $27,941 $7,989,312 $(123,467)$(5,314,047)$2,904,158 
Redeemable noncontrolling interestCommon
stock
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive
loss
Treasury
stock
Total
Balance at Dec. 31, 2021Balance 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 incomeNet income424 — — 265,803 — — 265,803 Net income424 — — 265,803 — — 265,803 
Other comprehensive income, net of taxOther comprehensive income, net of tax— — — — (13,812)— (13,812)Other comprehensive income, net of tax— — — — (13,812)— (13,812)
Total comprehensive incomeTotal comprehensive income251,991 Total comprehensive income251,991 
Dividends declared: $0.19 per shareDividends declared: $0.19 per share— — — (42,331)— — (42,331)Dividends declared: $0.19 per share— — — (42,331)— — (42,331)
Company stock 401(k) contributionCompany 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 activityStock-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 compensationStock-based compensation— — 17,209 — — — 17,209 Stock-based compensation— — 17,209 — — — 17,209 
Adjustment of redeemable noncontrolling interest to redemption valueAdjustment of redeemable noncontrolling interest to redemption value212 — — (212)— — (212)Adjustment of redeemable noncontrolling interest to redemption value212 — — (212)— — (212)
Other activityOther activity— — 687 — — — 687 Other activity— — 687 — — — 687 
Balance at June 30, 2022Balance 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 interestCommon
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 income442 — — 219,244 — — 219,244 
Other comprehensive income, net of tax— — — — 2,472 — 2,472 
Total comprehensive income221,716 
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 value148 — — (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.

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TEGNA Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – AccountingBasis 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 toMay 22, 2023, after a protracted regulatory review, we terminated the Merger Agreement (the Amendment). The Amendment provides, among other things and subjectin 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 termsCompany on June 1, 2023, and conditions set forth therein, that certain regulatory efforts covenants will apply with respectwhich was recorded as an increase to certain station transfers from Parent orour Treasury stock. The $136.0 million termination fee was recorded as an affiliateoperating item within our Consolidated Statement of ParentIncome and Consolidated Statement of Cash flow. Approximately $9.9 million of the termination fee was contractually due to CMG or an affiliateone of CMG that are contemplated to be consummated asthe Company’s professional advisors. This expense was recorded within “Corporate - General and Administrative expenses” within our Consolidated Statement of immediately following the Effective Time.


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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 20222023 that had a material impact on our consolidated financial statements or disclosures.

New accounting guidance not yet adopted: There isare currently no pendingissued accounting guidancestandards 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.

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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 SheetSheets 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.

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Revenue earned by these sources in the second quarter and first six months of 20222023 and 20212022 are shown below (amounts in thousands):
Quarter ended June 30,Six months ended June 30,Quarter ended June 30,Six months ended June 30,
20222021202220212023202220232022
SubscriptionSubscription$389,079 $375,081 $780,733 $761,818 Subscription$396,126 $389,079 $810,406 $780,733 
Advertising & Marketing ServicesAdvertising & Marketing Services335,259 340,889 689,726 663,723 Advertising & Marketing Services317,726 335,259 625,571 689,726 
PoliticalPolitical50,858 9,581 68,823 19,009 Political5,991 50,858 11,282 68,823 
OtherOther9,685 7,357 19,722 15,409 Other11,663 9,685 24,574 19,722 
Total revenuesTotal revenues$784,881 $732,908 $1,559,004 $1,459,959 Total revenues$731,506 $784,881 $1,471,833 $1,559,004 

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NOTE 2 – Goodwill and other intangible assets
The following table displays goodwill, indefinite-lived intangible assets, and amortizable intangible assets as of June 30, 20222023 and December 31, 20212022 (in thousands):
June 30, 2022Dec. 31, 2021June 30, 2023Dec. 31, 2022
GrossAccumulated AmortizationGrossAccumulated AmortizationGrossAccumulated AmortizationGrossAccumulated Amortization
GoodwillGoodwill$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 licensesTelevision and radio station FCC broadcast licenses2,123,898 — 2,123,898 — Television and radio station FCC broadcast licenses2,124,731 — 2,123,898 — 
Amortizable intangible assets:Amortizable intangible assets:Amortizable intangible assets:
Retransmission agreementsRetransmission agreements235,215 (181,867)235,215 (168,439)Retransmission agreements113,621 (84,747)224,827 (184,796)
Network affiliation agreementsNetwork affiliation agreements309,503 (109,430)309,503 (97,195)Network affiliation agreements309,503 (133,250)309,503 (121,664)
OtherOther71,465 (37,295)71,465 (32,959)Other71,190 (45,487)71,465 (41,627)
Total indefinite-lived and amortizable intangible assetsTotal 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 overover 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, 20222023 and December 31, 20212022 (in thousands):
June 30, 2022Dec. 31, 2021June 30, 2023Dec. 31, 2022
Cash value insuranceCash value insurance$48,958 $53,189 Cash value insurance$50,300 $48,919 
Available-for-sale debt security— 23,800 
Equity method investmentsEquity method investments17,143 21,986 Equity method investments16,810 17,003 
Other equity investmentsOther equity investments20,158 20,331 Other equity investments20,158 20,158 
Deferred debt issuance costsDeferred debt issuance costs4,033 5,805 Deferred debt issuance costs450 2,232 
Long-term contract assetsLong-term contract assets22,253 — Long-term contract assets11,881 14,135 
Other long-term assetsOther long-term assets30,875 27,397 Other long-term assets19,240 24,047 
TotalTotal$143,420 $152,508 Total$118,839 $126,494 

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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.

12


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 millionan 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 $20.8 million gain discussed above related to favorable rates obtained on recent commercial agreements with Madhive. This gain resulted in a contract asset which was recognized in January 2022 and is being amortized over two years (through December 2023). See Note 9 for additional details.security.
NOTE 4 – Long-term debt
Our long-term debt is summarized below (in thousands):
June 30, 2022Dec. 31, 2021June 30, 2023Dec. 31, 2022
Borrowings under revolving credit agreement expiring August 2024$— $166,000 
Unsecured notes bearing fixed rate interest at 4.75% due March 2026Unsecured notes bearing fixed rate interest at 4.75% due March 2026550,000 550,000 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 2027Unsecured notes bearing fixed rate interest at 7.75% due June 2027200,000 200,000 Unsecured notes bearing fixed rate interest at 7.75% due June 2027200,000 200,000 
Unsecured notes bearing fixed rate interest at 7.25% due September 2027Unsecured notes bearing fixed rate interest at 7.25% due September 2027240,000 240,000 Unsecured notes bearing fixed rate interest at 7.25% due September 2027240,000 240,000 
Unsecured notes bearing fixed rate interest at 4.625% due March 2028Unsecured notes bearing fixed rate interest at 4.625% due March 20281,000,000 1,000,000 Unsecured notes bearing fixed rate interest at 4.625% due March 20281,000,000 1,000,000 
Unsecured notes bearing fixed rate interest at 5.00% due September 2029Unsecured notes bearing fixed rate interest at 5.00% due September 20291,100,000 1,100,000 Unsecured notes bearing fixed rate interest at 5.00% due September 20291,100,000 1,100,000 
Total principal long-term debtTotal principal long-term debt3,090,000 3,256,000 Total principal long-term debt3,090,000 3,090,000 
Debt issuance costsDebt issuance costs(29,194)(31,378)Debt issuance costs(24,616)(26,911)
Unamortized premiumsUnamortized premiums6,802 7,348 Unamortized premiums5,642 6,227 
Total long-term debtTotal 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.

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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,
2022202120222021
Service cost-benefits earned during the period$— $$— $
Interest cost on benefit obligation4,241 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 loss1,202 1,246 2,302 2,446 
Expense (income) from company-sponsored retirement plans$475 $(3,435)$850 $(6,910)
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Quarter ended June 30,Six months ended June 30,
2023202220232022
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 loss1,434 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, 20222023 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 monthsmonth periods ended June 30, 20222023 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.
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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 PlansForeign Currency TranslationAvailable-For-Sale InvestmentTotalRetirement PlansForeign Currency TranslationAvailable-For-Sale InvestmentTotal
Quarters Ended:
Quarters ended:Quarters ended:
Balance at Mar. 31, 2023Balance at Mar. 31, 2023$(124,987)$532 $— $(124,455)
Amounts reclassified from AOCLAmounts reclassified from AOCL988 — — 988 
Total other comprehensive incomeTotal other comprehensive income988 — — 988 
Balance at June 30, 2023Balance at June 30, 2023$(123,999)$532 $— $(123,467)
Balance at Mar. 31, 2022Balance at Mar. 31, 2022$(112,366)$532 $— $(111,834)Balance at Mar. 31, 2022$(112,366)$532 $— $(111,834)
Amounts reclassified from AOCLAmounts reclassified from AOCL806 — — 806 Amounts reclassified from AOCL806 — — 806 
Total other comprehensive incomeTotal other comprehensive income806 — — 806 Total other comprehensive income806 — — 806 
Balance at June 30, 2022Balance at June 30, 2022$(111,560)$532 $— $(111,028)Balance at June 30, 2022$(111,560)$532 $— $(111,028)
Balance at Mar. 31, 2021$(120,070)$272 $— $(119,798)
Other comprehensive loss before reclassifications— 189 — 189 
Amounts reclassified from AOCL1,005 — — 1,005 
Total other comprehensive income1,005 189 — 1,194 
Balance at June 30, 2021$(119,065)$461 $— $(118,604)
Retirement PlansForeign Currency TranslationAvailable-For-Sale InvestmentTotalRetirement PlansForeign Currency TranslationAvailable-For-Sale InvestmentTotal
Six Months Ended:Six Months Ended:Six Months Ended:
Balance at Dec. 31, 2022Balance at Dec. 31, 2022$(126,065)$532 $— $(125,533)
Other comprehensive income before reclassificationsOther comprehensive income before reclassifications2,066 — — 2,066 
Total other comprehensive income (loss)Total other comprehensive income (loss)2,066 — — 2,066 
Balance at June 30, 2023Balance at June 30, 2023$(123,999)$532 $— $(123,467)
Balance at Dec. 31, 2021Balance at Dec. 31, 2021$(113,090)$455 $15,419 $(97,216)Balance at Dec. 31, 2021$(113,090)$455 $15,419 $(97,216)
Other comprehensive income before reclassificationsOther comprehensive income before reclassifications— 77 — 77 Other comprehensive income before reclassifications— 77 — 77 
Amounts reclassified from AOCLAmounts reclassified from AOCL1,530 — (15,419)(13,889)Amounts reclassified from AOCL1,530 — (15,419)(13,889)
Total other comprehensive income (loss)1,530 77 (15,419)(13,812)
Total other comprehensive incomeTotal other comprehensive income1,530 77 (15,419)(13,812)
Balance at June 30, 2022Balance at June 30, 2022$(111,560)$532 $— $(111,028)Balance at June 30, 2022$(111,560)$532 $— $(111,028)
Balance at Dec. 31, 2020$(120,979)$(97)$— $(121,076)
Other comprehensive income before reclassifications— 558 — 558 
Amounts reclassified from AOCL1,914 — — 1,914 
Total other comprehensive income1,914 558 — 2,472 
Balance at June 30, 2021$(119,065)$461 $— $(118,604)

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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,
20222021202220212023202220232022
Amortization of prior service credit, netAmortization of prior service credit, net$(123)$(266)$(248)$(241)Amortization of prior service credit, net$(107)$(123)$(232)$(248)
Amortization of actuarial lossAmortization of actuarial loss1,208 1,619 2,309 2,819 Amortization of actuarial loss1,434 1,208 3,009 2,309 
Realized gain on available-for-sale investmentRealized gain on available-for-sale investment— — (20,800)— Realized gain on available-for-sale investment— — — (20,800)
Total reclassifications, before taxTotal reclassifications, before tax1,085 1,353 (18,739)2,578 Total reclassifications, before tax1,327 1,085 2,777 (18,739)
Income tax effectIncome tax effect(279)(348)4,850 (664)Income tax effect(339)(279)(711)4,850 
Total reclassifications, net of taxTotal reclassifications, net of tax$806 $1,005 $(13,889)$1,914 Total reclassifications, net of tax$988 $806 $2,066 $(13,889)

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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,
20222021202220212023202220232022
Net IncomeNet 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 interestNet loss (income) attributable to the noncontrolling interest12 (371)311 (424)
Adjustment of redeemable noncontrolling interest to redemption valueAdjustment of redeemable noncontrolling interest to redemption value36 (76)(212)(148)Adjustment of redeemable noncontrolling interest to redemption value(364)36 (999)(212)
Earnings available to common shareholdersEarnings 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 - basicWeighted average number of common shares outstanding - basic223,675 221,522 223,197 221,064 Weighted average number of common shares outstanding - basic217,830 223,675 221,168 223,197 
Effect of dilutive securities:Effect of dilutive securities:Effect of dilutive securities:
Restricted stock unitsRestricted stock units466 718 393 564 Restricted stock units64 466 126 393 
Performance sharesPerformance shares348 265 277 224 Performance shares85 348 97 277 
Stock options— — 
Weighted average number of common shares outstanding - dilutedWeighted average number of common shares outstanding - diluted224,489 222,506 223,867 221,855 Weighted average number of common shares outstanding - diluted217,979 224,489 221,391 223,867 
Earnings per share - basicEarnings 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 - dilutedEarnings 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
15


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.

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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 beenwere 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., filedIn 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 resolutionwas granted by the court. We denycourt 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, 7seven lawsuits have beenthat were filed by purported TEGNA stockholders in connection with the Merger.Merger have been voluntarily dismissed. The lawsuits have beenremaining 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 complaintscomplaint generally allegealleges 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 complaintsPlaintiff 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 tofrom purported TEGNA shareholders in connection with the Merger. The demand letters were each sent on behalfTEGNA’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 withrelating to the Merger (the “definitive proxy statement”) as those noted. Each letter alleged deficiencies in the complaintsdefinitive proxy statement that were similar to the deficiencies alleged in the remaining complaint referenced above.

We believe that the claims asserted in the complaintsremaining 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. AdditionalNotwithstanding TEGNA’s termination of the Merger Agreement, additional lawsuits arising out of the Merger maycould also be filed in the future.
17



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.

16


Related Party Transactions

We have an equity investmentinvestments in MadHive, Inc. (MadHive) which is a related party of TEGNA. In addition to our investment, weWe 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 millionand $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, 20212022 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 existingtwo 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.

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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, ourOur operating results are subject to significant fluctuations across yearly periods (primarily driven by even-year political election cycles). As such, in addition to oneprior year ago comparisons, our management team and Board of Directors also review current period operating results compared to the same periodperiods two years ago (e.g., 20222023 vs. 2020)2021). We believe this comparison will alsothese 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, 20202021 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,
20222021Change from 20212020Change from 202020222021Change from 20212020Change from 202020232022Change from 20222021Change from 202120232022Change from 20222021Change from 2021
RevenuesRevenues$784,881 $732,908 %$577,627 36 %$1,559,004 $1,459,959 %$1,261,816 24 %Revenues$731,506 $784,881 (7 %)$732,908 %$1,471,833 $1,559,004 (6 %)$1,459,959 %
Operating expenses:Operating expenses:Operating expenses:
Cost of revenuesCost of revenues420,235 397,118 %355,367 18 %831,685 791,810 %724,735 15 %Cost of revenues430,528 420,235 %397,118 %857,460 831,685 %791,810 %
Business units - Selling, general and administrative expensesBusiness units - Selling, general and administrative expenses99,585 96,949 %85,008 17 %201,554 186,275 %177,976 13 %Business units - Selling, general and administrative expenses97,231 99,585 (2 %)96,949 %196,340 201,554 (3 %)186,275 %
Corporate - General and administrative expensesCorporate - General and administrative expenses13,612 23,183 (41 %)28,312 (52 %)34,932 40,053 (13 %)50,026 (30 %)Corporate - General and administrative expenses26,506 13,612 95 %23,183 14 %38,606 34,932 11 %40,053 (4 %)
DepreciationDepreciation15,534 15,838 (2 %)16,711 (7 %)30,839 31,734 (3 %)33,611 (8 %)Depreciation14,987 15,534 (4 %)15,838 (5 %)30,036 30,839 (3 %)31,734 (5 %)
Amortization of intangible assetsAmortization of intangible assets14,999 15,773 (5 %)17,248 (13 %)29,999 31,533 (5 %)33,464 (10 %)Amortization of intangible assets13,296 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 otherAsset impairment and other3,359 (105)***(1,475)***3,359 (163)***(2,898)***
Merger termination feeMerger termination fee(136,000)— ***— ***(136,000)— ***— ***
Total operating expensesTotal operating expenses$563,860 $547,386 %$502,530 12 %$1,128,846 $1,078,507 %$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 incomeTotal 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 %$381,452 19 %
Non-operating expensesNon-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)%(95,166)(21 %)
Provision for income taxesProvision for income taxes44,030 30,986 42 %6,607 ***88,768 66,600 33 %27,732 ***Provision for income taxes44,207 44,030 %30,986 43 %76,026 88,768 (14 %)66,600 14 %
Net incomeNet income131,940 106,854 23 %19,573 ***266,227 219,686 21 %105,771 ***Net income200,093 131,940 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 interestNet loss (income) attributable to redeemable noncontrolling interest12 (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 - basicEarnings 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 - dilutedEarnings 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
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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
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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,
20222021Change from 20212020Change from 202020222021Change from 20212020Change from 202020232022Change from 20222021Change from 202120232022Change from 20222021Change from 2021
SubscriptionSubscription$389,079 $375,081 %$323,475 20 %$780,733 $761,818 %$656,277 19 %Subscription$396,126 $389,079 %$375,081 %$810,406 $780,733 %$761,818 %
Advertising & Marketing ServicesAdvertising & Marketing Services335,259 340,889 (2)%229,083 46 %689,726 663,723 %524,236 32 %Advertising & Marketing Services317,726 335,259 (5)%340,889 (7)%625,571 689,726 (9)%663,723 (6)%
PoliticalPolitical50,858 9,581 ***17,544 ***68,823 19,009 ***64,931 %Political5,991 50,858 (88)%9,581 (37)%11,282 68,823 (84)%19,009 (41)%
OtherOther9,685 7,357 32 %7,525 29 %19,722 15,409 28 %16,372 20 %Other11,663 9,685 20 %7,357 59 %24,574 19,722 25 %15,409 59 %
Total revenuesTotal revenues$784,881 $732,908 %$577,627 36 %$1,559,004 $1,459,959 %$1,261,816 24 %Total revenues$731,506 $784,881 (7)%$732,908 %$1,471,833 $1,559,004 (6)%$1,459,959 %
*** Not meaningful

20222023 vs. 20212022

Total revenues increased $52.0decreased $53.4 million in the second quarter of 20222023 and $99.0$87.2 million in the first six months of 20222023 compared to the same periods in 2021.2022. The net increasesdecreases were primarily due to growthdecreases in political revenuerevenue ($41.344.9 million second quarter, $49.8$57.5 million first six months) due to contestedthe absence in 2023 of election primaries and the run up to the mid-term elections which will occurthat 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 declines 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 ($106.217.5 million second quarter, $165.5$64.2 million first six months) reflecting highersofter demand for advertising, (as second quarterparticularly national, caused by continued macroeconomic headwinds as well as the loss of 2020a large national account in our Premion business. The first six months was significantlyalso impacted by reduced demand due to the then onset of the COVID-19 pandemic). Also contributingWinter Olympics and Super Bowl airing last year on NBC, our largest network affiliate partner. Partially offsetting these decreases was growthan increase in subscription revenue ($65.67.0 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 20222023 and $3.9increased $11.9 million in the first six months of 2022 as2023 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.

20


2023 vs. 2021

Cost of revenues increased $23.1$33.4 million in the second quarter of 20222023 and $39.9$65.7 million in the first six months of 20222023 compared to the same periods in 2021. The increases were partiallyincrease was primarily due to growth in programming costs ($11.024.1 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 newlynewly renegotiated affiliation agreements and growth in subscription revenue (certain programming costs are linked to such revenues).agreements. Higher digital expenses ($22.84.8 million second quarter $30.5 millionand first six months) driven by growth in Premion alsoalso contributed to the increase.

20


Business units - Selling, general and administrative expenses

20222023 vs. 20212022

Business unit selling, general and administrative expenses increased $2.6decreased $2.4 million in the second quarter of 20222023 and $15.3$5.2 million in the first six months of 20222023 compared to the same periodsperiod in 2021. 2022. The increasesdecreases were primarily due to highera 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 growtha decline in digitaladvertising revenue.

20222023 vs. 20202021

Business unit SG&A expenses increased $14.6$0.3 million in the second quarter of 20222023 and $23.6$10.1 million in the first six months of 20222023 compared to the same periodperiods in 2020.2021. The increases were primarilyincrease was due in part to higher sales commissionsan 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 $9.6increased $3.3 million in the second quarter of 20222023 and $5.1decreased $1.4 million in the first six months of 20222023 compared to the same periods in 2021. The decreases wereincrease 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 20222023 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 20222021 and $15.1a $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 wereis primarily due to the absence in 20222023 of $16.6 million of advisory fees incurred in 2020 related to activism defense ($15.4incurred in 2021 and a decline of $1.7 million second quarter, $23.1 million first six months) and M&Ain stock based compensation expense due diligence costs ($4.6 millionto the decline in our stock price during the first six months). The decreasesmonths 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 ofconnection with the regulatory review of thenow 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 20222023 and $0.9$1.7 million in the first six months of 20222023 compared to the same periodperiods in 2021. The decreases were due to certain assets reaching the end of their assumed useful lives.

2022 vs. 2020
21


Amortization of intangible assets

Depreciation2023 vs. 2022

Amortization expense decreased by $1.2$1.7 million in the second quarter of 20222023 and $2.8$3.1 million in the first six months of 20222023 compared to the same periodperiods 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

20222023 vs. 2021

Amortization expense decreased $0.8$2.5 million in the second quarter of 20222023 and $1.5$4.7 million in the first six months of 20222023 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.

21


2022 vs. 2020Asset impairment and other

Amortization expense decreased $2.22023 vs. 2022

Asset impairment and other were $3.4 million in both the second quarter of 20222023 and $3.5 million in the first six months of 20222023 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 wereof $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 compared2022. The 2023 activity was due to $2.9a $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. 2020Merger termination fee

Spectrum repacking reimbursements and other net gains were $0.1 million inIn the second quarter of 2022 compared to net gains of $0.1 million in2023, we terminated the same period in 2020 and $0.2 million inMerger Agreement. Per the first six months of 2022 compared to $7.6 million in the same period in 2020. The 2022 activity consiststerms of the item discussed above. The 2020 activity primarily consistsMerger 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 retirementas 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 20222023 and $48.7$73.7 million in the first six months of 20222023 compared to the same periods in 2021. The increase wasincreases were driven by the changes in revenue and expensessame 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 20222023 compared to the same period in 2021.2022. This decrease was primarily due to a $3.7an $8.0 million decreaseincrease in interest expense driven by lower average outstanding debt partially offset by higher averageincome, 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 rateearned 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.

22


Provision for income taxes

Income tax expense increased $13.0$0.2 million in the second quarter of 20222023 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 $22.2decreased $12.7 million in the first six months of 20222023 compared to the same period in 2021.2022. The increases weredecrease in the first six months was primarily due to increasesa 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 20222023 is higherlower than the comparable rate in 20212022 primarily due to state tax planning strategies implemented in 2021. Ourthe 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 towas also unfavorably impacted by a valuation allowance recorded on a minority investmentinvestments 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.

22


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 20222023 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, forduring 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 224.5218.0 million and 222.5224.5 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 221.9the receipt of 15.2 million respectively.shares under the accelerated share repurchase program, both of which occurred in the second quarter of 2023.
23


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 incomeloss (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 reimbursementsasset 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.
24


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 reimbursementsAsset 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 ItemsSpecial Items
Quarter ended June 30, 2022GAAP
measure
M&A-related costsSpectrum repacking reimbursements and otherNon-GAAP measure
Quarter ended June 30, 2023Quarter ended June 30, 2023GAAP
measure
M&A-related costsMerger termination feeAsset impairment and otherSpecial tax itemNon-GAAP measure
Corporate - General and administrative expensesCorporate - 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 otherAsset impairment and other3,359 — — (3,359)— — 
Merger termination feeMerger termination fee(136,000)— 136,000 — — — 
Operating expensesOperating expenses563,860 (4,212)105 559,753 Operating expenses449,907 (17,082)136,000 (3,359)— 565,466 
Operating incomeOperating income221,021 4,212 (105)225,128 Operating income281,599 17,082 (136,000)3,359 — 166,040 
Income before income taxesIncome before income taxes175,970 4,212 (105)180,077 Income before income taxes244,300 17,082 (136,000)3,359 — 128,741 
Provision for income taxesProvision for income taxes44,030 (27)44,010 Provision for income taxes44,207 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.
25


Special ItemsSpecial Items
Quarter ended June 30, 2021GAAP
measure
Advisory fees related to activism defenseSpectrum repacking reimbursements and otherSpecial tax itemsNon-GAAP measure
Quarter ended June 30, 2022Quarter ended June 30, 2022GAAP
measure
M&A-related costsAsset impairment and otherNon-GAAP measure
Corporate - General and administrative expensesCorporate - 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 otherAsset impairment and other(105)— 105 — 
Operating expensesOperating expenses547,386 (12,012)1,475 — 536,849 Operating expenses563,860 (4,212)105 559,753 
Operating incomeOperating income185,522 12,012 (1,475)— 196,059 Operating income221,021 4,212 (105)225,128 
Income before income taxesIncome before income taxes137,840 12,012 (1,475)— 148,377 Income before income taxes175,970 4,212 (105)180,077 
Provision for income taxesProvision for income taxes30,986 3,111 (374)2,797 36,520 Provision for income taxes44,030 (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 ItemsSpecial Items
Six months ended June 30, 2022GAAP
measure
M&A-related costsSpectrum repacking reimbursements and otherOther non-operating itemsSpecial tax itemNon-GAAP measure
Six months ended June. 30, 2023Six months ended June. 30, 2023GAAP
measure
M&A-related costsMerger termination feeAsset impairment and otherSpecial tax itemNon-GAAP measure
Corporate - General and administrative expensesCorporate - 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 otherAsset impairment and other3,359 — — (3,359)— — 
Merger termination feeMerger termination fee(136,000)— 136,000 — — — 
Operating expensesOperating expenses1,128,846 (14,446)163 — — 1,114,563 Operating expenses1,016,679 (19,848)136,000 (3,359)— 1,129,472 
Operating incomeOperating income430,158 14,446 (163)— — 444,441 Operating income455,154 19,848 (136,000)3,359 — 342,361 
Other non-operating items, net15,454 — — (18,308)— (2,854)
Total non-operating expenses(75,163)— — (18,308)— (93,471)
Income before income taxesIncome before income taxes354,995 14,446 (163)(18,308)— 350,970 Income before income taxes380,123 19,848 (136,000)3,359 — 267,330 
Provision for income taxesProvision for income taxes88,768 38 (41)168 (7,117)81,816 Provision for income taxes76,026 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.
26


Special Items
Six months ended June 30, 2021GAAP
measure
Advisory fees related to activism defenseSpectrum repacking reimbursements and otherSpecial tax itemNon-GAAP measure
Special Items
Six months ended June. 30, 2022Six months ended June. 30, 2022GAAP
measure
M&A-related costsAsset impairment and otherOther non-operating itemsSpecial tax itemNon-GAAP measure
Corporate - General and administrative expensesCorporate - 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 otherAsset impairment and other(163)— 163 — — — 
Operating expensesOperating expenses1,078,507 (16,611)2,898 — 1,064,794 Operating expenses1,128,846 (14,446)163 — — 1,114,563 
Operating incomeOperating income381,452 16,611 (2,898)— 395,165 Operating income430,158 14,446 (163)— — 444,441 
Equity income (loss) in unconsolidated investments, net(3,926)— — — (3,926)
Other non-operating items, netOther non-operating items, net1,854 — — — 1,854 Other non-operating items, net15,454 — — (18,308)— (2,854)
Total non-operating expensesTotal non-operating expenses(95,166)— — — (95,166)Total non-operating expenses(75,163)— — (18,308)— (93,471)
Income before income taxesIncome before income taxes286,286 16,611 (2,898)— 299,999 Income before income taxes354,995 14,446 (163)(18,308)— 350,970 
Provision for income taxesProvision for income taxes66,600 4,291 (741)2,797 72,947 Provision for income taxes88,768 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-dilutedNet 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,
20222021Change20222021Change20232022Change20232022Change
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 interest371 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 taxesPlus: Provision for income taxes44,030 30,986 42 %88,768 66,600 33 %Plus: Provision for income taxes44,207 44,030 — %76,026 88,768 (14 %)
Plus: Interest expensePlus: Interest expense42,950 46,609 (8 %)86,570 93,094 (7 %)Plus: Interest expense42,797 42,950 — %85,703 86,570 (1 %)
Plus: Equity loss in unconsolidated investments, netPlus: Equity loss in unconsolidated investments, net236 2,597 (91 %)4,047 3,926 %Plus: Equity loss in unconsolidated investments, net283 236 20 %520 4,047 (87 %)
Plus (less): Other non-operating items, net1,865 (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 %
Plus: M&A-related costsPlus: M&A-related costs4,212 — ***14,446 — ***Plus: M&A-related costs17,082 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 otherPlus (Less): Asset impairment and other3,359 (105)***3,359 (163)***
Less: Merger termination feeLess: 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: DepreciationPlus: Depreciation15,534 15,838 (2 %)30,839 31,734 (3 %)Plus: Depreciation14,987 15,534 (4 %)30,036 30,839 (3 %)
Plus: Amortization of intangible assetsPlus: Amortization of intangible assets14,999 15,773 (5 %)29,999 31,533 (5 %)Plus: Amortization of intangible assets13,296 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 20222023 Adjusted EBITDA margin was 34%28% without corporate expense or 33%27% with corporate expense, compared to second quarter of 20212022 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, 20212022 Adjusted EBITDA of 33%34% without corporate expense or 31%32% with corporate
27


expense. These margin increasesdecreases 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.
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Free Cash Flow Reconciliation

Free Cash Flow Reconciliationcash 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,
2022202120232022
Net income attributable to TEGNA Inc. (GAAP basis)Net income attributable to TEGNA Inc. (GAAP basis)$1,119,281$834,323Net income attributable to TEGNA Inc. (GAAP basis)$1,192,588$1,119,281
Plus: Provision for income taxesPlus: Provision for income taxes350,810262,662Plus: Provision for income taxes347,277350,810
Plus: Interest expensePlus: Interest expense373,677416,146Plus: Interest expense352,281373,677
Plus: M&A-related costsPlus: M&A-related costs18,18426,225Plus: M&A-related costs44,10318,184
Plus: DepreciationPlus: Depreciation128,949129,689Plus: Depreciation124,338128,949
Plus: AmortizationPlus: Amortization127,236131,815Plus: Amortization118,238127,236
Plus: Stock-based compensationPlus: Stock-based compensation61,46247,182Plus: Stock-based compensation54,66961,462
Plus: Company stock 401(k) contributionPlus: Company stock 401(k) contribution34,97432,167Plus: Company stock 401(k) contribution36,64534,974
Plus: Syndicated programming amortizationPlus: Syndicated programming amortization142,664139,793Plus: Syndicated programming amortization136,535142,664
Plus: Workforce restructuring expensePlus: Workforce restructuring expense1,0215,933Plus: Workforce restructuring expense1,021
Plus: Advisory fees related to activism defensePlus: Advisory fees related to activism defense16,61145,778Plus: Advisory fees related to activism defense16,611
Plus: Cash dividend from equity investments for return on capitalPlus: Cash dividend from equity investments for return on capital8,2409,093Plus: Cash dividend from equity investments for return on capital4,2388,240
Plus: Cash reimbursements from spectrum repackingPlus: Cash reimbursements from spectrum repacking8,51726,153Plus: Cash reimbursements from spectrum repacking8278,517
Plus: Net income attributable to redeemable noncontrolling interestPlus: Net income attributable to redeemable noncontrolling interest2,135427Plus: Net income attributable to redeemable noncontrolling interest1,2182,135
Plus: Reimbursement from Company-owned life insurance policiesPlus: Reimbursement from Company-owned life insurance policies1,456Plus: Reimbursement from Company-owned life insurance policies1,9291,456
Plus (Less): Equity loss (income) in unconsolidated investments, netPlus (Less): Equity loss (income) in unconsolidated investments, net14,299(5,207)Plus (Less): Equity loss (income) in unconsolidated investments, net10,78014,299
Less: Spectrum repacking reimbursements and other, net(4,794)(6,869)
Plus: Asset impairment and otherPlus: Asset impairment and other3,627(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 feeLess: Merger termination fee(136,000)
Less: Syndicated programming paymentsLess: Syndicated programming payments(148,229)(145,058)Less: Syndicated programming payments(134,274)(148,229)
Less: Income tax payments, net of refundsLess: Income tax payments, net of refunds(343,503)(230,749)Less: Income tax payments, net of refunds(307,031)(343,503)
Less: Pension contributionsLess: Pension contributions(10,140)(24,158)Less: Pension contributions(12,172)(10,140)
Less: Interest paymentsLess: Interest payments(364,856)(391,913)Less: Interest payments(339,372)(364,856)
Less: Purchases of property and equipmentLess: 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$1,207,280Free cash flow (non-GAAP basis)$1,361,571$1,424,152
RevenueRevenue$6,226,061$5,643,551Revenue$6,282,212$6,226,061
Free cash flow as a % of RevenueFree cash flow as a % of Revenue22.9 %21.4 %Free cash flow as a % of Revenue21.7 %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.
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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 monthsrespectively. 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 ourpaid the previously declared regular quarterly dividend of $0.0959.5 cents per share through the closingon 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 maximumfourth 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 byindices, 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 ourfacility. Our leverage ratio, calculated in accordance with our revolving credit agreement, waagreems 2.64x, ent, was 2.50x, below thbelow thee maximum permitted leverage ratio of less than 5.0x. The4.50x. 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, 20222023, 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 20212022 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.

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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,
2022202120232022
Balance of cash and cash equivalents beginning of the periodBalance 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 income266,227 219,686  Net income304,097 266,227 
Depreciation, amortization and other non-cash adjustments Depreciation, amortization and other non-cash adjustments73,715 92,749  Depreciation, amortization and other non-cash adjustments76,505 73,715 
Pension contributions, net of income(1,070)(8,781)
Decrease (increase) in trade receivables25,263 (37,207)
Increase (decrease) in interest and taxes payable9,615 (52,483)
Merger termination fee Merger termination fee(136,000)— 
Pension expense, net of contributions Pension expense, net of contributions2,655 (1,070)
Decrease in trade receivables Decrease in trade receivables64,356 25,263 
Increase in interest and taxes payable Increase in interest and taxes payable1,100 9,615 
Other, net Other, net17,637 (17,471) Other, net(5,228)17,637 
Cash flow from operating activitiesCash flow from operating activities391,387 196,493 Cash flow from operating activities307,485 391,387 
Investing activities:Investing activities:Investing activities:
Payments for acquisitions of businesses and other assets, net of cash acquired— (13,341)
Purchase of property and equipmentPurchase of property and equipment(14,491)(23,094)
All other investing activitiesAll other investing activities(23,819)(20,911)All other investing activities(1,416)(725)
Cash flow used for investing activitiesCash 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, netPayment under revolving credit facilities, net— (166,000)
Repurchase of common stockRepurchase of common stock(300,000)— 
All other financing activitiesAll other financing activities(53,886)(57,787)
Cash flow used for financing activitiesCash flow used for financing activities(223,787)(145,947)Cash flow used for financing activities(353,886)(223,787)
Increase in cash and cash equivalentsIncrease in cash and cash equivalents143,781 16,294 Increase in cash and cash equivalents(62,308)143,781 
Balance of cash and cash equivalents end of the periodBalance 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 
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Operating activities - Cash flow from operating activities was $391.4$307.5 million forfor 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 increasedecrease 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 20222023 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 $23.8was $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 decreasereduction 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.
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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 withdiminish the Company’s cash reserves; legal proceedings, judgments or settlements; the response of customers, vendorssuppliers and others with whom it does business (5) the occurrence of any event, change or other circumstances that could give risepartners to the termination of the merger agreement, entered into pursuantincluding 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 ongoingplans, operations and business operationsrelating 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 relatedactions; changes in consumer behaviors and impacts on and modifications to the proposed transaction or unfavorable results from currently pending litigationTEGNA'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 oneconomic, competitive, governmental, technological and other factors and risks that may affect the Company’s revenues, particularlyoperations 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 20212022 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 $3.092023, 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 fixedrevolving 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 20212022 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 20212022 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.
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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 EndedTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate 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 202323,820 $— 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 weremay be repurchased duringat 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 resultannounced 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 announcementASR, 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 suspendedAgreement. 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 repurchasesrepurchase 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.
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Item 6. Exhibits
Exhibit NumberDescription
3-1
3-2
10-1
10-2
10-3
10-4
31-1
31-2
32-1
32-2
101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover 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, 20223, 2023TEGNA 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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