

Quarters ended:	Redeemable noncontrolling interest			Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive loss			Treasury stock			Total Equity
Balance as of Dec. 31, 2023	$	18,812		$	324,419	$	27,941		$	8,091,245		$	(119,610	)	$	(5,619,123	)	$	2,704,872
Net (loss) income		(298	)		—		—			189,560			—			—			189,560
Other comprehensive income, net of tax		—			—		—			—			1,111			—			1,111
Total comprehensive income																			190,671
Dividends declared: $0.11375 per share		—			—		—			(19,898	)		—			—			(19,898	)
Company stock 401(k) match contributions		—			—		(15,532	)		(2,719	)		—			23,680			5,429
Stock-based awards activity		—			—		(54,029	)		(9,462	)		—			55,354			(8,137	)
Employee stock-based compensation awards		—			—		11,132			—			—			—			11,132
Repurchase of common stock		—			—		58,029			—			—			(143,949	)		(85,920	)
Adjustment of redeemable noncontrolling interest to redemption value		660			—		—			(660	)		—			—			(660	)
Other activity		—			—		400			—			—			—			400
Balance as of Mar. 31, 2024	$	19,174		$	324,419	$	27,941		$	8,248,066		$	(118,499	)	$	(5,684,038	)	$	2,797,889


	Redeemable noncontrolling interest			Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive loss			Treasury stock			Total Equity
Balance as of Dec. 31, 2022	$	17,418		$	324,419	$	27,941		$	7,898,055		$	(125,533	)	$	(5,053,160	)	$	3,071,722
Net (loss) income		(299	)		—		—			104,303			—			—			104,303
Other comprehensive income, net of tax		—			—		—			—			1,078			—			1,078
Total comprehensive income																			105,381
Dividends declared: $0.095 per share		—			—		—			(21,360	)		—			—			(21,360	)
Company stock 401(k) match contributions		—			—		(575	)		(14,491	)		—			20,630			5,564
Stock-based awards activity		—			—		(3,425	)		(86,253	)		—			76,271			(13,407	)
Employee stock-based compensation awards		—			—		3,688			—			—			—			3,688
Repurchase of common stock		—			—		—			—			—			—			—
Adjustment of redeemable noncontrolling interest to redemption value		635			—		—			(635	)		—			—			(635	)
Other activity		—			—		312			—			—			—			312
Balance as of Mar. 31, 2023	$	17,754		$	324,419	$	27,941		$	7,879,619		$	(124,455	)	$	(4,956,259	)	$	3,151,265

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

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 March 31, ~~2023,~~2024, our allowance for doubtful accounts was ~~$4.0~~$2.5 million as compared to ~~$3.7~~$2.8 million as of December 31, ~~2022.~~2023.

ng the long-term portion of a contract asset related to favorable rates obtained on commercial agreements with Madhive. The contract asset was recognized in January 2022 and is being amortized over two years (through December 2023). See Note 9 for information regarding our related party transactions with MadHive.

On January 25, 2024, we entered into an amendment to our revolving credit facility (the Credit Agreement). Among other things, the amendment amends the revolving credit facility to:

Under the amended Credit Agreement, the Company’s maximum Total Leverage Ratio (as defined in the Credit Agreement) will remain unchanged at 4.50x.

As of March 31, ~~2023,~~2024, cash and cash equivalents totaled ~~$683.2~~$430.8 million and we had $12.7 million of letters of credit outstanding and unused borrowing capacity of ~~$1.49 billion~~$737.3 million under our ~~$1.51 billion~~$750 million revolving credit facility, which now expires in ~~August 2024.~~January 2029. 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.

These cases were consolidated into a single proceeding in the United States District Court for the Northern District of Illinois, captioned In re: Local TV Advertising Antitrust Litigation on 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 sixteen of the original complaints, the amended complaint did not name TEGNA as a defendant. After TEGNA and four other broadcasters entered into the 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. ShareBuilders filed a motion to dismiss on April 15, 2022, which was granted by the court without prejudice on August 29, 2022. TEGNA has filed its answer to the third amended complaint denying any violation of law and asserting various affirmative defenses.

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

~~Litigation Relating to the Merger~~

As of May 10, 2023, seven lawsuits have been filed by purported TEGNA stockholders in connection with the Merger. The lawsuits have been filed against TEGNA and the current members of the Board of Directors of TEGNA (the Board of Directors). The complaints generally allege that the preliminary proxy statement filed by TEGNA with the SEC on March 25, 2022 in connection with the Merger contained alleged material misstatements and/or omissions in violation of federal law. Plaintiffs in the complaints generally seek, 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 May 10, 2023, all but one of those lawsuits have been voluntarily dismissed.

In addition, as of May 10, 2023, TEGNA received four demand letters from purported TEGNA shareholders in connection with TEGNA’s filing of a definitive proxy statement with the SEC on April 13, 2022 relating to the Merger (the “definitive proxy statement”). Each letter alleged deficiencies in the definitive proxy statement that were similar to the deficiencies alleged in the complaints referenced above.

We believe that the claims asserted in the complaints and letters described above are without merit and 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 inOther litigation without admitting any liability or wrongdoing, TEGNA voluntarily made supplemental disclosures to the definitive proxy statement as described in the Form 8-K filed by TEGNA with the SEC on May 9, 2022. Additional lawsuits arising out of the Merger may also be filed in the future.

matters

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

Related Party Transactions

We have an equity ~~investments~~investment in MadHive, Inc. (MadHive) which is a related party of TEGNA. We also have a commercial ~~agreement~~agreements with MadHive, under which MadHive supports our Premion business in acquiring over-the-top advertising inventory and delivering corresponding advertising impressions. In the first quarter of2024 and 2023, ~~and 2022,~~ we incurred expenses of ~~$25.1 million~~$14.3 million and $~~and $26.0~~25.1 million, respectively, as a result of the commercial ~~agreement~~agreements with MadHive. As of March 31, ~~2023,~~2024, and December 31, ~~2022~~2023, we had accounts payable and accrued liabilities associated with the MadHive commercial agreements of $~~$15.2~~4.9 million anand $~~d $10.0~~5.4 million, respectively.

In December 2021, we renewed two commercial agreements with MadHive. Simultaneously with the commercial agreement renewals, we also amended the terms of our then outstanding available-for-sale convertible debt security 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.

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. 2022, 2024, ~~2022,~~ 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. On February 24, 2023, the FCC issued a hearing designation order (the “HDO”) with respect to the transaction. On March 27, 2023, certain of the parties to the Merger Agreement filed a notice of appeal of the HDO and a petition for a writ of mandamus with the United States Court of Appeals for the District of Columbia Circuit, (the “D.C. Court of Appeals”). On April 3, 2023, the D.C. Court of Appeals dismissed the appeal of the HDO. On April 21, 2023, the D.C. Court of Appeals denied the petition for a writ mandamus. TEGNA is currently evaluating its options. 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.

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~~that supplements our financial information provided on a GAAP basis.

Our operating results are subject to significant fluctuations across yearly periods (primarily driven by even-year political election cycles). As such, in addition to prior year comparisons, our management team and Board of Directors also review quarterly operating results compared to the same periods two years ago (e.g., 2023 vs. 2021). We believe these additional comparisons provide useful information to investors and therefore, have supplemented our prior year comparisons of consolidated results with comparisons against first quarter ended March 31, 2021 results (through operating income).

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

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

Quarter ended Mar. 31,
2023 2022 Change from 2022 2021 Change from 2021
Revenues $ 740,327 $ 774,123 (4 %) $ 727,051 2 %
Operating expenses:
Cost of revenues 426,932 411,450 4 % 394,692 8 %
Business units - Selling, general and administrative expenses 99,109 101,969 (3 %) 89,326 11 %
Corporate - General and administrative expenses 12,100 21,320 (43 %) 16,870 (28 %)
Depreciation 15,049 15,305 (2 %) 15,896 (5 %)
Amortization of intangible assets 13,582 15,000 (9 %) 15,760 (14 %)
Spectrum repacking reimbursements and other, net — (58) *** (1,423) ***
Total operating expenses $ 566,772 $ 564,986 0 % $ 531,121 7 %
Total operating income $ 173,555 $ 209,137 (17 %) $ 195,930 (11 %)
Non-operating expenses (37,732) (30,112) 25 % (47,484) (21 %)
Provision for income taxes 31,819 44,738 (29 %) 35,614 (11 %)
Net income 104,004 134,287 (23 %) 112,832 (8 %)
Net (income) loss attributable to redeemable noncontrolling interest 299 (53) *** (215) ***
Net income attributable to TEGNA Inc. $ 104,303 $ 134,234 (22 %) $ 112,617 (7 %)
Earnings per share - basic $ 0.46 $ 0.60 (23 %) $ 0.51 (10 %)
Earnings per share - diluted $ 0.46 $ 0.60 (23 %) $ 0.51 (10 %)
*** Not meaningful


	Quarter ended Mar. 31,
	2024		2023			Change

Revenues	$	714,252	$	740,327		(4%)

Operating expenses:
Cost of revenues		430,567		426,932		1%
Business units - Selling, general and administrative expenses		102,260		99,109		3%
Corporate - General and administrative expenses		14,798		12,100		22%
Depreciation		14,310		15,049		(5%)
Amortization of intangible assets		13,660		13,582		1%
Asset impairment and other		1,097		—		***
Total	$	576,692	$	566,772		2%

Operating income	$	137,560	$	173,555		(21%)

Non-operating income (expense)		112,963		(37,732	)	***
Provision for income taxes		61,261		31,819		93%
Net income		189,262		104,004		82%
Net loss attributable to redeemable noncontrolling interest		298		299		(0%)
Net income attributable to TEGNA Inc.	$	189,560	$	104,303		82%

Net Income per share - basic	$	1.06	$	0.46		***
Net Income per share - diluted	$	1.06	$	0.46		***

*** Not meaningful

Revenues

Our Subscription revenue category includes revenue earned from cable, satellite and ~~satellite~~telecommunication 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.~~quarters. This is driven by the second quarter reflecting increased spring seasonal advertising, while the fourth quarter typically includes increased advertising related to the holiday season. In addition, our revenue and operating results are subject to significant fluctuations across yearly periods resulting from political advertising. In even numbered years, political spending is usually significantly higher than in odd numbered years due to advertising for the local, state and national elections. Additionally, every four years, we typically experience even greater increases in political advertising in connection with the presidential election. The strong demand for advertising from political advertisers in these even years can result in the significant use of our available inventory (leading to a “crowd out” effect), which can diminish our AMS revenue in the even year of a ~~two year~~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 Mar. 31,
2023 2022 Change from 2022 2021 Change from 2021
Subscription $ 414,280 $ 391,654 6 % $ 386,737 7 %
Advertising & Marketing Services 307,845 354,467 (13) % 322,834 (5) %
Political 5,291 17,965 (71) % 9,428 (44) %
Other 12,911 10,037 29 % 8,052 60 %
Total revenues $ 740,327 $ 774,123 (4) % $ 727,051 2 %
*** Not meaningful


	Quarter ended Mar. 31,
	2024		2023		Change

Subscription	$	375,324	$	414,280	(9%)
Advertising & Marketing Services		298,692		307,845	(3%)
Political		27,828		5,291	***
Other		12,408		12,911	(4%)
Total revenues	$	714,252	$	740,327	(4%)

~~2023 vs. 2022~~

*** Not meaningful

Total revenues decreased ~~$33.8~~$26.1 million in the first quarter of ~~2023~~2024 compared to the same period in ~~2022.~~2023. The net decrease was primarily driven by a ~~$46.6~~$39.0 million decline in subscription revenue primarily due to declines in subscribers and a temporary disruption of service with a distribution partner which was successfully resolved on January 13, 2024. These declines were partially offset by annual rate increases under our retransmission agreements. Also contributing to the decline was a reduction of $9.2 million in AMS revenue due to continued softness in the impact of the Winter Olympics and Super Bowl airing last year on NBC, our largest network affiliate partner. Macroeconomic headwinds also negatively impacted our AMS revenue in 2023. Also contributing to the decrease was $12.7 million decline in political revenue.advertising market. Partially offsetting these decreases was a ~~$22.6~~$22.5 million increase in ~~subscription revenue primarily due to an~~political revenue.

~~nual rate increases under existing and newly renegotiated retransmission agreements, partially offset by declines in subscribers.~~

Cost of revenues

~~2023 vs. 2021~~

~~Total~~Cost of revenues increased ~~$13.3~~$3.6 million in the first quarter of ~~2023~~2024 compared to the same period in ~~2021. The net increase was primarily due to $27.5 million growth in subscription revenue mainly due to annual rate increases under existing and newly renegotiated retransmission agreements, partially offset by declines in subscribers.~~ Partially offsetting this increase was a $15.0 million decrease in AMS revenue reflecting softer demand for advertising caused by macroeconomic headwinds and a $4.1 million decrease in political revenue.

~~Cost of revenues~~

~~2023 vs. 2022~~

~~Cost of revenues increased $15.5 million in the first quarter of 2023 compared to the same period in 2022.~~ 2023. The increase was primarily due to ~~growth~~a $2.3 million increase in ~~programming~~payroll costs and $1.3 million of ~~$15.3 million driven by rate increases under existing and newly renegotiated affiliation agreements.~~employee retention costs.

~~2023 vs. 2021~~

Cost of revenues increased $32.2 million in the first quarter of 2023 compared to the same period in 2021. The increase was primarily due to $26.6 million growth in programming costs driven by rate increases under existing and newly renegotiated affiliation agreements.

Business units - Selling, general and administrative expenses

~~2023 vs. 2022~~

Business unit selling, general and administrative expenses ~~decreased $2.9~~increased $3.2 million in the first quarter of ~~2023~~2024 compared to the same period in ~~2022.~~ 2023. The d~~ecrease~~increase was primarily due to ~~$2.0~~a $1.5 million increase in workforce restructuring expense and $1.2 million of ~~lower stock-based compensation expense driven by a decline~~employee retention costs incurred in ~~our stock price. Additionally, selling costs, primarily sales compensation, declined $0.5 million in 2023 driven by a decline in advertising revenue.~~2024.

~~2023 vs. 2021~~

Business unit SG&A expenses increased $9.8 million in the first quarter of 2023 compared to the same period in 2021. The increase was due in part to an absence of bad debt expense reversal that occurred in 2021 that did not recur in 2023 as well as an increase in payroll and benefit costs.

Corporate - General and administrative expenses

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

Finance.

~~2023 vs. 2022~~

Corporate general and administrative expenses ~~decreased $9.2~~increased $2.7 million in the first quarter of ~~2023~~2024 compared to the same period in ~~2022.~~2023. The ~~decrease for the quarter~~increase was primarily ~~driven by a $7.5 million reduction~~due to increases in ~~M&A-related costs incurred in connection with the Merger. Additionally,~~employee stock-based compensation, employee retention and workforce restructuring costs.

Depreciation

Depreciation expense ~~was $1.6 million lower in 2023 driven~~decreased by ~~a decline in our stock price.~~

~~2023 vs. 2021~~

~~Corporate general and administrative expenses decreased $4.8~~$0.7 million in the first quarter of ~~2023~~2024 compared to the same period in 2021. The decrease for the quarter was primarily driven by the absence in 2023 of $4.6 million of advisory fees related to activism defense incurred in the first quarter of 2021. Partially offsetting this was an increase of $2.8 million in M&A-related costs mainly incurred in support of the regulatory review of the Merger.

~~Depreciation~~

~~2023 vs. 2022~~

~~Depreciation expense decreased by $0.3 million in the first quarter of 2023 compared to the same period in 2022.~~2023. The decrease was primarily due to the impact of certain assets reaching the end of their assumed useful ~~lives.~~

lives during 2023.

~~2023 vs. 2021~~

Amortization of intangible assets

~~Depreciation~~

Intangible asset amortization expense ~~decreased by $0.8~~increased $0.1 million in the first quarter of ~~2023 compared to the same periods in 2021. The decreases were due to certain assets reaching the end of their assumed useful lives.~~

~~Amortization of intangible assets~~

~~2023 vs. 2022~~

~~Amortization expense decreased $1.4 million in the first quarter of 2023~~2024 compared to the same period in ~~2022.~~2023. The ~~decreases were~~increase was primarily due to the amortization of intangible assets acquired in the Octillion Media acquisition, partially offset by a decrease in amortization due to certain intangible assets reaching the end of their assumed useful lives and therefore becoming fully amortized.

~~2023 vs. 2021~~

~~Amortization~~

Asset impairment and other

Asset impairment and other expenses were $1.1 million in 2024 compared to no expense in 2023. The 2024 activity was due to a contract termination fee.

Operating income

Operating income decreased ~~$2.2~~$36.0 million in the first quarter of ~~2023~~2024 compared to the same period in ~~2021. The decreases were due to certain assets reaching~~2023. This decrease was primarily driven by the ~~end of their assumed useful lives~~decline in subscription and ~~therefore becoming fully amortized.~~

AMS revenues described above.

~~Spectrum repacking reimbursements and other, net~~

~~2023 vs. 2022~~

No spectrum repacking reimbursements and other net gains were recognized in the first quarter of 2023 compared to $0.1 million in the same period in 2022. The 2022 activity is related to reimbursements received from the Federal Communications Commission (FCC) for required spectrum repacking.

~~2023 vs. 2021~~

No spectrum repacking reimbursements and other net gains were recognized in the first quarter of 2023 compared to net gains of $1.4 million in the same period in 2021. The 2021 activity related to reimbursements received from the FCC.

~~Operating income~~

~~2023 vs. 2022~~

~~Operating~~Non-operating income ~~decreased $35.6~~(expense)

Non-operating income (expense) increased $150.7 million in the first quarter of ~~2023~~2024 compared to the same period in ~~2022.~~2023. The ~~decrease~~increase was ~~driven by~~primarily due to a $152.9 million gain recognized on the ~~changes~~sale of our investment in ~~revenue and expenses discussed above, most notably~~Broadcast Music, Inc. in the ~~decrease in AMS revenue and increase in programming expense.~~

first quarter of 2024.

~~2023 vs. 2021~~

~~Operating~~Provision for income ~~decreased $22.4~~taxes

Income tax expense increased $29.4 million in the first quarter of ~~2023~~2024 compared to the same period in ~~2021.~~2023. The decrease was driven by the changes in revenue and expenses discussed above, most notably a decrease in AMS revenue and increases in programming expense, partially offset by an increase in subscription revenue.

~~Non-operating (expense) income~~

~~Non-operating expenses increased $7.6 million in the first quarter of 2023 compared to the same period in 2022. This~~ increase was primarily due to the absence in 2023 of a $20.8 million gain recognized on our available for sale investment in MadHive during the first quarter of 2022. Partially offsetting this increase in expense was $7.5 million of interest income, primarily from interest earned on time-deposit investments. Additionally, interest expense decreased by $0.7 million driven by lower average outstanding debt. Total average outstanding debt was $3.09 billion for the first quarter of 2023, compared to $3.19 billion in the same period of 2022. The weighted average interest rate on outstanding debt was 5.27% for the first quarter of 2023, compared to 5.18% in the same period of 2022.

~~Provision for income taxes~~

~~Income tax expense decreased $12.9 million in the first quarter of 2023 compared to the same period in 2022. The decrease was primarily due to decreases~~increases in net income before tax. Our effective income tax rate was 24.5% for the first quarter of 2024, compared to 23.4% for the first quarter of ~~2023, compared to 25.0% for the first quarter of 2022.~~2023. The tax rate for the first quarter of ~~2023~~2024 is ~~lower~~higher than the comparable amount in ~~2022~~2023 primarily due to ~~a valuation allowance recorded on minority investments and higher nondeductible transaction costs incurred in 2022. Partially offsetting the decrease were~~net excess tax expense recognized with respect to stock-based compensation. The effective income tax rate for 2023 was also favorably impacted by net deferred tax benefits ~~realized in 2022 from the utilization~~as a result of ~~capital loss carryforwards in connection with certain transactions and the release of the associated valuation allowance.~~

state tax planning strategies.

Net income

Net income ~~attributable to TEGNA Inc.~~

~~Net income attributable to TEGNA Inc.~~ was ~~$104.3~~$189.3 million, or ~~$0.46~~$1.06 per diluted share, in the first quarter of ~~2023~~2024 compared to ~~$134.2~~$104.0 million, or ~~$0.60~~$0.46 per diluted share, during the same period in ~~2022.~~2023. Both income and earnings per share were affected by the factors discussed above.

The weighted average number of diluted common shares outstanding inas of the first quarter of 2024 and 2023 were 178.4 million and 224.8 million, respectively. The decline in the number of diluted common shares outstanding was primarily due to share repurchases of 39.5 million under our ASR programs which began in the second quarter of 2023, the receipt of 8.6 million shares to satisfy the Merger termination fee which occurred in the second quarter of 2023 and ~~2022 were 224.8~~share repurchases of 7.6 million ~~and 223.2 million, respectively.~~

starting in the third quarter of 2023 through the first quarter of 2024 under our authorized repurchase program.

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 regularly use Corporate – General and administrative expenses, Operating expenses, Operating income and Income before income taxes, Provision for income taxes, Net income attributable to TEGNA Inc., and Diluted earnings per share, each presented on a non-GAAP ~~financial measures~~basis, for purposes of evaluating company performance. Management and our Board of Directors also use Adjusted EBITDA and Adjusted free cash flow to evaluate 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 Adjusted 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 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)~~stock-based compensation expense), 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 ~~loss (income)~~(loss) attributable to redeemable noncontrolling interest, (2) income taxes, (3) interest expense, (4) ~~equity loss in unconsolidated investments, net,~~interest income, (5) other non-operating items, net, (6) M&A-related costs, (7) ~~spectrum repacking reimbursements~~asset impairment and other, ~~net,~~ (8) workforce restructuring, (9) employee retention costs, (10) depreciation and ~~(9) amortization.~~(11) amortization of intangible assets. 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 Adjusted free cash flow and Adjusted free cash flow as a percentage of revenues, non-GAAP performance ~~measure~~measures that the Board of Directors uses to review the performance of the ~~business. Free~~business and compensate senior management. Adjusted 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 Adjusted free cash flow is Net income attributable to TEGNA. ~~Free~~Adjusted free cash flow is calculated as ~~non-GAAP~~ Adjusted EBITDA (as defined above), further adjusted by adding back (1) employee stock-based compensation awards, (2) ~~non-cash~~Company stock 401(k) ~~company~~ match contributions, (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.~~policies and (7) interest income. 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 residual cash ~~flow~~ available for management’s discretionary ~~use.~~

use since it omits significant sources and uses of cash flow including mandatory debt repayments and changes in working capital.

Discussion of Special Charges and Credits Affecting Reported Results

Our results included the following items we consider “special items” that, while at times recurring, are not normal and can vary significantly from period to period:

Quarter ended March 31, ~~2023:~~

2024:

•

Retention costs, including stock-based compensation (SBC) and cash payments to certain employees to ensure their continued service to the Company following the termination of the previously proposed merger;

•

M&A-related ~~costs.~~costs;

~~Quarter ended March 31, 2022:~~

•

Workforce restructuring expenses;

~~Spectrum repacking reimbursements~~•

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

•~~M&A-related costs;~~

•Other non-operating ~~items~~item consisting of a gain recognized on ~~an available-for-sale investment and an impairment charge related to another investment; and~~the sale of one of our investments.

Quarter ended March 31, 2023:

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

22M&A-related costs.

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


			Special Items
Quarter ended Mar. 31, 2024	GAAP measure		Retention costs - SBC			Retention costs - Cash			M&A-related costs			Workforce restructuring			Asset impairment and other			Other non-operating item			Non-GAAP measure

Corporate - General and administrative expenses	$	14,798	$	(752	)	$	(221	)	$	(2,290	)	$	(111	)	$	—		$	—		$	11,424
Operating expenses		576,692		(2,893	)		(570	)		(2,290	)		(1,807	)		(1,097	)		—			568,035
Operating income		137,560		2,893			570			2,290			1,807			1,097			—			146,217
Income before income taxes		250,523		2,893			570			2,290			1,807			1,097			(152,867	)		106,313
Provision for income taxes		61,261		431			77			593			445			284			(36,621	)		26,470
Net income attributable to TEGNA Inc.		189,560		2,462			493			1,697			1,362			813			(116,246	)		80,141
Earnings per share - diluted (a)	$	1.06	$	0.01		$	—		$	0.01		$	0.01		$	—		$	(0.65	)	$	0.45

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


			Special Items
Quarter ended Mar. 31, 2023	GAAP measure		M&A-related costs			Non-GAAP measure

Corporate - General and administrative expenses	$	12,100	$	(2,766	)	$	9,334
Operating expenses		566,772		(2,766	)		564,006
Operating income		173,555		2,766			176,321
Income before income taxes		135,823		2,766			138,589
Provision for income taxes		31,819		181			32,000
Net income attributable to TEGNA Inc.		104,303		2,585			106,888
Earnings per share - diluted	$	0.46	$	0.01		$	0.47

Special Items
Quarter ended Mar. 31, 2023 GAAP
measure M&A-related costs Non-GAAP measure
Corporate - General and administrative expenses $ 12,100 $ (2,766) $ 9,334
Operating expenses 566,772 (2,766) 564,006
Operating income 173,555 2,766 176,321
Income before income taxes 135,823 2,766 138,589
Provision for income taxes 31,819 181 32,000
Net income attributable to TEGNA Inc. 104,303 2,585 106,888
Earnings per share - diluted $ 0.46 $ 0.01 $ 0.47
Special Items
Quarter ended Mar. 31, 2022 GAAP
measure M&A-related costs Spectrum repacking reimbursements and other Other non-operating items Special tax items Non-GAAP measure
Corporate - General and administrative expenses $ 21,320 $ (10,234) $ — $ — $ — $ 11,086
Spectrum repacking reimbursements and other, net (58) — 58 — — —
Operating expenses 564,986 (10,234) 58 — — 554,810
Operating income 209,137 10,234 (58) — — 219,313
Other non-operating items, net 17,319 — — (18,308) — (989)
Total non-operating expenses (30,112) — — (18,308) — (48,420)
Income before income taxes 179,025 10,234 (58) (18,308) — 170,893
Provision for income taxes 44,738 31 (14) 168 (7,117) 37,806
Net income attributable to TEGNA Inc. 134,234 10,203 (44) (18,476) 7,117 133,034
Earnings per share - diluted (a)
$ 0.60 $ 0.05 $ — $ (0.08) $ 0.03 $ 0.59
(a) Per share amounts do not sum due to rounding.

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 Mar. 31,
2023 2022 Change
Net income attributable to TEGNA Inc. (GAAP basis) $ 104,303 $ 134,234 (22 %)
(Less) Plus: Net (loss) income attributable to redeemable noncontrolling interest (299) 53 ***
Plus: Provision for income taxes 31,819 44,738 (29 %)
Plus: Interest expense 42,906 43,620 (2 %)
Plus: Equity loss in unconsolidated investments, net 237 3,811 (94 %)
Less: Other non-operating items, net (5,411) (17,319) (69 %)
Operating income (GAAP basis) 173,555 209,137 (17 %)
Plus: M&A-related costs 2,766 10,234 (73 %)
Less: Spectrum repacking reimbursements and other, net — (58) ***
Adjusted operating income (non-GAAP basis) 176,321 219,313 (20 %)
Plus: Depreciation 15,049 15,305 (2 %)
Plus: Amortization of intangible assets 13,582 15,000 (9 %)
Adjusted EBITDA (non-GAAP basis) 204,952 249,618 (18 %)
Corporate - General and administrative expense (non-GAAP basis) 9,334 11,086 (16 %)
Adjusted EBITDA, excluding Corporate (non-GAAP basis) $ 214,286 $ 260,704 (18 %)
*** Not meaningful


	Quarter ended Mar. 31,
	2024			2023			Change

Net income attributable to TEGNA Inc. (GAAP basis)	$	189,560		$	104,303			82	%
Less: Net loss attributable to redeemable noncontrolling interest		(298	)		(299	)		(0	%)
Plus: Provision for income taxes		61,261			31,819			93	%
Plus: Interest expense		42,368			42,906			(1	%)
Less: Interest income		(5,573	)		(7,573	)		(26	%)
(Less) Plus: Other non-operating items, net		(149,758	)		2,399		***
Operating income (GAAP basis)		137,560			173,555			(21	%)
Plus: M&A-related costs		2,290			2,766			(17	%)
Plus: Asset impairment and other		1,097			—		***
Plus: Workforce restructuring		1,807			—		***
Plus: Retention costs - Employee stock-based compensation awards		2,893			—		***
Plus: Retention costs - Cash		570			—		***
Adjusted operating income (non-GAAP basis)		146,217			176,321			(17	%)
Plus: Depreciation		14,310			15,049			(5	%)
Plus: Amortization of intangible assets		13,660			13,582			1	%
Adjusted EBITDA	$	174,187		$	204,952			(15	%)
Stock-based compensation:
Employee awards		8,240			3,688		***
Company stock 401(k) match contributions		5,429			5,564			(2	%)
Adjusted EBITDA before stock-based compensation costs	$	187,856		$	214,204			(12	%)

*** Not meaningful

In the first quarter of ~~2023~~2024 Adjusted EBITDA margin was ~~29% without corporate~~24% with stock-based compensation expense or ~~28% with corporate expense,~~26% without those expenses. Our total Adjusted EBITDA decreased $30.8 million, or 15%, in 2024 compared to ~~first quarter of 2022 Adjusted EBITDA margin of 34% without corporate expense or 32% with corporate expense. These margin decreases were~~2023. This decrease was primarily driven by the operational factors discussed above within the revenue and operating expense fluctuation explanation sections, most notably, the decrease in subscription and AMS ~~revenue and~~revenues offset by an increase in ~~programming expenses.~~political revenue.

Adjusted Free Cash Flow Reconciliation

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

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

Two-year period ended Mar. 31,
2023 2022
Net income attributable to TEGNA Inc. (GAAP basis) $ 1,099,110 $ 1,007,659
Plus: Provision for income taxes 334,056 313,387
Plus: Interest expense 356,093 382,604
Plus: M&A-related costs 27,021 13,972
Plus: Depreciation 125,189 130,126
Plus: Amortization 120,715 129,485
Plus: Stock-based compensation 56,923 63,073
Plus: Company stock 401(k) contribution 36,063 33,811
Plus: Syndicated programming amortization 136,964 141,999
Plus: Workforce restructuring expense — 1,021
Plus: Advisory fees related to activism defense 12,012 32,059
Plus: Cash dividend from equity investments for return on capital 4,276 11,598
Plus: Cash reimbursements from spectrum repacking 3,842 10,665
Plus: Net income attributable to redeemable noncontrolling interest 1,457 1,390
Plus: Reimbursement from Company-owned life insurance policies 1,929 1,005
Plus (Less): Equity loss (income) in unconsolidated investments, net 13,094 12,142
Less: Spectrum repacking reimbursements and other, net (1,207) (4,805)
(Less) Plus: Other non-operating items, net (33,337) (9,385)
Less: Syndicated programming payments (140,650) (150,211)
Less: Income tax payments, net of refunds (351,206) (263,012)
Less: Pension contributions (12,149) (10,121)
Less: Interest payments (345,153) (389,392)
Less: Purchases of property and equipment (104,069) (100,849)
Free cash flow (non-GAAP basis) $ 1,340,973 $ 1,358,221
Revenue $ 6,286,614 $ 6,018,807
Free cash flow as a % of Revenue 21.3 % 22.6 %


	Two-year period ended Mar. 31,
	2024			2023

Net income attributable to TEGNA Inc. (GAAP basis)	$	1,162,519		$	1,099,110
Plus: Provision for income taxes		349,092			334,056
Plus: Interest expense		345,674			356,093
Plus: M&A-related costs		32,421			27,021
Plus: Depreciation		119,969			125,189
Plus: Amortization of intangible assets		112,009			120,715
Plus: Employee stock-based compensation awards		55,615			56,923
Plus: Company stock 401(k) match contribution		37,381			36,063
Plus: Syndicated programming amortization		114,427			136,964
Plus: Workforce restructuring expense		1,807			—
Plus: Advisory fees related to activism defense		—			12,012
Plus: Cash dividend from equity investments for return on capital		500			4,276
Plus: Cash reimbursements from spectrum repacking		265			3,842
Plus: Net income attributable to redeemable noncontrolling interest		1			1,457
Plus: Reimbursement from Company-owned life insurance policies		1,879			1,929
Plus: Retention costs, cash portion		5,018		—
Plus (Less): Asset impairment and other		4,191			(1,207	)
Less: Other non-operating items, net		(162,922	)		(5,746	)
Less: Merger termination fee		(136,000	)		—
Less: Syndicated programming payments		(110,970	)		(140,650	)
Less: Income tax payments, net of refunds		(298,525	)		(351,206	)
Less: Pension contributions		(9,613	)		(12,149	)
Less: Interest payments		(332,842	)		(345,153	)
Less: Purchases of property and equipment		(105,400	)		(104,069	)
Adjusted free cash flow (non-GAAP basis)	$	1,186,496		$	1,355,470

Revenue	$	6,130,304		$	6,286,614
Adjusted free cash flow as a % of Revenue		19.4	%		21.6	%

Our Adjusted free cash flow ~~a non-GAAP performance measure,~~ was ~~$1.34~~$1.19 billion and $1.36 billion for the two-year periods ended March 31, 2024 and 2023, respectively.

Our share of net earnings and ~~2022, respectively.~~

losses from investments that we have significant influence over, but do not have control, were previously included in “Equity loss in unconsolidated investments, net” in the Consolidated Statements of Income. However, beginning in the first quarter of 2024 such amounts are now included in “Other non-operating items, net”. Prior year amounts have been reclassified to conform to the new presentation.

Starting in the fourth quarter of 2023, TEGNA began presenting interest income as a separate line item on its Statements of Income as a result of its increasing size. Prior to this, interest income was included in Other non-operating items, net. Prior year amounts have been reclassified to conform to the new presentation. Interest income is included in Adjusted free cash flow while Other non-operating items, net is not, consistent with past presentations.

Liquidity, Capital Resources and Cash Flows

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

We paid dividends totaling $19.9 million and $21.4 million in the three months ended March 31, 2024 and ~~$21.2~~2023, respectively. On May 8, 2024 we announced that our Board of Directors further increased the dividend by 10%, from 11.375 to 12.5 cents per share. This increase builds on a 20 percent increase to TEGNA’s dividend in 2023. The increased dividend will be in effect for quarterly dividend payments, beginning with the July 1, 2024 payment, to stockholders of record as of the close of business on June 7, 2024.

On June 2, 2023, we entered into our first accelerated share repurchase program (the first ASR) with JPMorgan Chase Bank, National Association (JPMorgan). Under the terms of the first ASR, we repurchased $300 million in TEGNA common stock 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 first ~~three months~~ASR contract. The first ASR program was completed during the third quarter of 2023 ~~and 2022, respectively. We expect~~at which time JPMorgan delivered an additional 3.1 million shares to ~~continue to pay our regular quarterly dividend~~us. The final share settlement was based on the average daily volume-weighted average price of ~~$0.095 per share through the closing~~TEGNA shares during the term of the ~~Merger,~~first ASR program, less a discount, less the previously delivered 15.2 million shares.

On November 9, 2023, we entered into a second accelerated share repurchase (the second ASR) program with JPMorgan. Under the terms of the second ASR, we repurchased $325 million in TEGNA common stock from JPMorgan, with an initial delivery of approximately 17.3 million shares received on November 13, 2023, representing 80% ($260 million) of the value of the second ASR contract. The second ASR program was completed on February 22, 2024, shortly after which isJPMorgan delivered an additional 4.0 million shares to us. The final share settlement was based on the ~~maximum rate and frequency permitted by~~average daily volume-weighted average price of TEGNA shares during the ~~Merger Agreement. The Merger Agreement also does not permit us~~term of the second ASR program, less a discount, less the previously delivered 17.3 million shares.

In December 2023, our Board of Directors authorized a new share repurchase program for up to ~~repurchase~~$650.0 million of our common ~~stock. As a result~~stock, which was in addition to the second ASR program. This new share repurchase program expires on December 31, 2025. In the first quarter of ~~these two restrictions, our cash balance has increased from $551.7~~2024, 5.8 million shares were repurchased under this program at ~~the end~~an average share price of ~~2022 to $683.2~~$14.50 for an aggregate cost of $84.5 million, atof which $2.1 million had not yet been paid as of the end of the first ~~quarter~~quarter.

Our comprehensive capital allocation framework supports shareholder value creation through a predictable and sustained distribution of ~~2023.~~ free cash flow to shareholders. We are on track and reaffirm our expectation to return 40-60 percent of Adjusted free cash flow generated in 2024-2025 to shareholders through share repurchases and dividends, with the remaining Adjusted free cash flow expected to be used for organic investments and/or bolt-on acquisitions and to prepare for future debt retirement. We will continue to analyze all uses of capital, including regular evaluation of the dividend, with a goal of maximizing long-term shareholder value creation.

Consistent with this framework, we are on track to return approximately $350 million of capital to shareholders in 2024 through dividends and opportunistic share repurchases from time to time on the open market at prevailing prices or in negotiated transactions.

Our Adjusted free cash flow guidance free cash flow guidance includes the impact of transformation initiatives to streamline operations, pursue innovation-driven opportunities, and achieve cost reductions. We expect to complete these transformation initiatives by the end of 2025, with initial benefits expected to occur in the second half of 2024. We expect to realize annualized cost savings of $90-$100 million exiting 2025.

During the first quarter of ~~2023,~~2024, we ~~primarily~~returned $102.3 million of capital to shareholders with $82.4 million of share repurchases, representing 5.7 million shares, and paid $19.9 million in dividends. Excluded from this commitment are share repurchases under our previously announced accelerated share repurchase program, which were completed during the quarter on February 27, 2024, including final settlement of approximately 4.0 million shares.

Our capital allocation plan is subject to a variety of factors, including our strategic plans, market and economic conditions and the discretion of our Board of Directors.

In addition to the above share repurchase initiatives, during 2024 we deployed surplus cash in time deposit and money market investments with several financial ~~institutions, given~~institutions.

On January 25, 2024, we entered into an amendment to our revolving credit facility. Among other things, the ~~limitations under~~amendment amends the ~~Merger Agreement.~~revolving credit facility to:

•

Reduce the Five-Year Commitments (as defined in the Credit Agreement) from $1.51 billion to $750 million;

•

Extend the term of such Five-Year Commitments from August 15, 2024 to January 25, 2029, subject to a 91-day springing maturity date if debt in excess of $300 million (subject to certain exceptions) were to mature before such date;

•

Add the right to obtain a temporary 0.5x step-up in the Total Leverage Ratio (as defined in the Credit Agreement) after consummating a Qualified Acquisition (as defined in the Credit Agreement);

•

Increase the amount of Unrestricted Cash (as defined in the Credit Agreement) to $600 million;

•

Amend the definition of Consolidated EBITDA to include an add-back for certain professional fees and expenses; and

•

Establish a $50 million swingline facility.

Under the amended Credit Agreement, the Company’s maximum Total Leverage Ratio (as defined in the Credit Agreement) will remain unchanged at 4.50x. None of the available capacity on the revolving credit facility was drawn on the amendment date.

As of March 31, ~~2023,~~2024, we were in compliance with all covenants contained in our debt agreements and credit facility. Our leverage ratio, calculated in accordance with our revolving ~~credit agreement, was 2.45x,~~ Credit Agreement, was 2.79x, below the maximum permitted leverage ratio of 4.50x. TheThe leverage ratio is calculated using annualized adjusted EBITDA (as defined in the ~~agreement)~~Credit Agreement) for the trailing eight quarters. We ~~believe that we will~~expect to remain compliant with all covenants for the foreseeable future.

As of March 31, ~~2023~~,2024, our total debt was $3.07 billion, cash and cash equivalents totaled ~~$683.2~~$430.8 million, and we had unused borrowing capacity of ~~$1.49 billion~~$737.3 million 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 ~~2022~~2023 Annual Report on Form 10-K for further discussion. We expect our existing cash and cash equivalents, expected future cash flow from our operations, and borrowing capacity under the revolving credit facility will be more than sufficient to satisfy our recurring contractual commitments, debt service obligations, capital expenditure requirements, and other working capital needs for the next twelve months and beyond.

Cash Flows

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

Three months ended Mar. 31,
2023 2022
Balance of cash and cash equivalents beginning of the period $ 551,681 $ 56,989
Operating activities:
    Net income 104,004 134,287
    Depreciation, amortization and other non-cash adjustments 38,120 31,641
    Pension expense, net of contributions 1,416 (585)
    Decrease (increase) in trade receivables 20,615 (120)
    (Decrease) increase in interest and taxes payable (1,627) 13,663
    Other, net 7,859 17,374
Cash flow from operating activities 170,387 196,260
Investing activities:
Purchase of property and equipment (2,845) (5,538)
All other investing activities (1,277) (1,792)
Cash flow used for investing activities (4,122) (7,330)
Cash flow used for financing activities (34,767) (202,603)
Increase in cash and cash equivalents 131,498 (13,673)
Balance of cash and cash equivalents end of the period $ 683,179 $ 43,316


	Three months ended Mar. 31,
	2024			2023

Cash and cash equivalents at beginning of the period	$	361,036		$	551,681

Operating activities:
Net income		189,262			104,004
Gain on investment sale		(152,867	)		—
Depreciation, amortization and other non-cash adjustments		44,765			38,120
Pension expense, net of contributions		742			1,416
Decrease in trade receivables		22,153			20,615
(Decrease) increase in accounts payable		(34,950	)		12,100
Increase (decrease) in interest and taxes payable		26,958			(1,627	)
All other operating activities		4,317			(4,241	)
Net cash flow from operating activities		100,380			170,387

Investing activities:
Purchase of property and equipment		(4,911	)		(2,845	)
Payments for acquisitions of businesses and assets, net of cash acquired		(52,799	)		(1,150	)
Proceeds from investments		152,867			23
All other investing activities		(8,933	)		(150	)
Net cash flow provided by (used for) investing activities		86,224			(4,122	)

Financing activities:
Repurchase of common stock		(82,394	)		—
Dividends paid		(19,898	)		(21,360	)
Payment of debt issuance costs		(6,448	)		—
All other financing activities		(8,136	)		(13,407	)
Net cash flow used for financing activities		(116,876	)		(34,767	)
Net change in cash and cash equivalents		69,728			131,498
Cash and cash equivalents at end of the period	$	430,764		$	683,179

Operating activities - Cash flow from operating activities was ~~$170.4~~$100.4 million for the three months ended March 31, ~~2023,~~2024, compared to ~~$196.3~~$170.4 million for the same period in ~~2022. Driving~~2023. The decrease of $70.0 million was primarily driven by changes in working capital, primarily accounts payable, due to the timing of payments. Also contributing to the decrease ~~in operating cash flow~~ was ~~a $30.3 million decline in net income primarily a result~~the impact of ~~a decline in AMS and political revenue and an increase in programming expense~~the December 2023 temporary service disruption with one of our distribution partners which negatively impacted collections in the first quarter of ~~2023 as compared~~2024. These declines were partially offset by the timing of payments to ~~2022.~~one of our network affiliation partners.

Investing activities - Cash flow ~~used for~~from investing activities was ~~$4.1~~a net cash inflow of $86.2 million for the three months ended March 31, ~~2023,~~2024, compared to ~~$7.3~~a net cash outflow of $4.1 million for the same period in ~~2022.~~2023. The ~~decrease~~increase in net cash flows of ~~$3.2~~$90.3 million from investing activities was ~~primary due to a $2.7~~primarily driven by proceeds of $152.9 million ~~reduction~~from the sale of our investment in ~~capital expenditures~~BMI in the first ~~three months~~quarter of ~~2023 as compared to~~2024. This was partially offset by cash outflows of $52.8 million for the ~~same period in 2022.~~acquisition of Octillion Media.

Financing activities - Cash flow used for financing activities was ~~$34.8~~$116.9 million for the three months ended March 31, ~~2023,~~2024, compared to ~~$202.6~~$34.8 million for the same period in ~~2022.~~2023. The ~~change~~increase was primarily due to our ~~revolving~~repurchase of common stock. In the first quarter of 2024 we repurchased approximately $82.4 million of shares under our authorized share repurchase program. Additionally, we paid $6.4 million in fees in conjunction with the amendment of our credit ~~facility which had no net repayments~~revolver in the first ~~three months~~quarter of ~~2023 as compared to net repayments of $166.0 million in the first three months of 2022.~~2024.

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. When used in the communication, the words “believes,” “estimates,” “plans,” “expects,” “should,” “could,” “outlook,” and “anticipates” and similar expressions as they relate to the Company, or its financial results are intended to identify forward-looking statements. Forward-looking statements in this communication may include, without limitation, statements regarding anticipated growth rates, the Company’s capital allocation framework, the Company’s business transformation initiatives, and the Company’s other plans, objectives and expectations. 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.~~statements, many of which are outside the Company’s control. 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 the market price of the Company’s shares, general market conditions; constraints, volatility, or disruptions in the capital markets; the possibility that Company’s share repurchases, including through ASR programs, and the execution of the capital allocation framework may not enhance long-term stockholder value; the Company’s ability to realize cost savings and execute its business transformation initiatives; the possibility that share repurchases could increase the volatility of the price of the Company’s common stock; legal proceedings, judgments or settlements; the Company’s ability to re-price or renew subscribers; potential regulatory actions; changes in consumer behaviors and impacts on and modifications to the Company’s operations and business relating thereto; and economic, competitive, governmental, technological and other factors and risks that may affect the Company’s operations or financial results, which are discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and our Quarterly Reports on Form 10-Q, including the 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 common stock, (4) disruption from the proposed transaction could make it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with the Company’s customers, vendors and others with whom it does business, (5) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into pursuant to the proposed transaction or of the transactions involving the parties, (6) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed transaction, (7) significant transaction costs, (8) the risk of litigation and/or regulatory actions related to the proposed transaction or unfavorable results from currently pending litigation and proceedings or litigation and proceedings that could arise in the future, (9) other business effects, including the effects of industry, market, economic, political or regulatory conditions, and (10) information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity, malware or ransomware attacks.

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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

For quantitative and qualitative disclosures about market risk, refer to the following section of our ~~2022~~2023 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, ~~2022.~~

2023.

As of March 31, ~~2023,~~2024, we did not have any floating interest obligations outstanding ~~and had unused borrowing capacity of~~ ~~$1.49 billion~~ under our ~~$1.51 billion~~$750 million revolving credit facility, which expires in ~~August 2024.~~January 2029. 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 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 March 31, ~~2023.~~2024. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective, as of March 31, ~~2023,~~2024, 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 910 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 ~~2022~~2023 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. We do not believe that there have been any material changes from the risk factors previously disclosed in our ~~2022~~2023 Annual Report on Form 10-K.

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 months ended March 31, 2024 (in thousands, except per share amounts):


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

January 1, 2024 - January 31, 2024	—		$	—	—			715,000	(1)
February 1, 2024 - February 29, 2024		3,999		14.51		3,999		650,000	(2)
March 1, 2024 - March 31, 2024		5,828	$	14.50		5,828		565,505	(3)
Total First Quarter 2024		9,827				9,827

(1) Represents as of the beginning of the first quarter of 2024 (i) the remaining value of the $650 million share repurchase program authorized by our Board of Directors in December 2023 and (ii) the remaining $65 million (20% of the total value) under the second ASR program described in footnote 2 below.

(2) In the fourth quarter of 2023, we entered into a second ASR agreement with JPMorgan to repurchase TEGNA common stock with an aggregate value of $325 million. Under the terms of the ASR, we paid JPMorgan $325 million and received an initial delivery of approximately 17.3 million shares in November of 2023, representing approximately 80% ($260 million) of the value of the second ASR. The second ASR program was completed on February 22, 2024, shortly after which date JPMorgan delivered an additional 4.0 million shares to us. The second ASR program was separately authorized by our Board of Directors and therefore did not impact the $650 million share repurchase program authorized by our Board of Directors in December 2023 described in Note 3 below.

(3) In December ~~2020,~~2023, our Board of Directors authorized the renewal of our share repurchase program for up to ~~$300.0~~$650 million of our common stock over two years. The shares may be repurchased at management’s discretion, either on the ~~next three years. No~~open market or in privately negotiated block transactions. Management’s decision to repurchase shares ~~were~~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 March of 2024, we repurchased ~~during the three months ended March 31, 2023. As a result~~5.8 million shares under this program at an aggregate cost of $84.5 million, of which $2.1 million had not yet been paid as of the ~~announcement~~end of the ~~Merger Agreement on February 22, 2022, we have suspended share repurchases under this program.~~

first quarter.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

Rule 10b5-1 Trading Plans

On March 7, 2024, Lynn Beall (Trelstad), Executive Vice President and Chief Operating Officer, entered into a Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K of the Exchange Act) with the intent of selling up to 75,000 shares of the Company’s common stock for diversification purposes. The plan expires upon the earlier of October 31, 2024, or the completion of all authorized transactions under the plan.

~~None.~~

The adoption of this trading plan occurred during an open insider trading window and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

Item 6. Exhibits


Exhibit Number	Description


3-1	~~Fourth~~Fifth Restated Certificate of Incorporation of TEGNA Inc. (incorporated by reference to Exhibit 3-1 to TEGNA Inc.’s Form 8-K filed on ~~May 12, 2021)~~April 25, 2024).

3-2	By-laws, as amended through ~~May 12, 2021~~April 24, 2024 (incorporated by reference to Exhibit 3-2 to TEGNA Inc.’s Form 8-K filed on ~~May 12, 2021)~~April 25, 2024).

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

10-2	Form of CEO Restricted Stock Unit Award Agreement.*

10-3	Form of Executive Officer Performance Share Award Agreement.*

10-4	Form of CEO Performance Share Unit Award Agreement.*

10-5	Amendment No. 2 to the TEGNA Inc. 2015 Change in Control Severance Plan, as amended through May 30, 2017* (incorporated by reference to Exhibit 10-18-2 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 31, 2023).

10-6	Amendment No. 2 to the TEGNA Inc. Executive Severance Plan, as amended through May 30, 2017* (incorporated by reference to Exhibit 10-19-2 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 31, 2023).

10-7	Fifteenth Amendment, dated as of January 25, 2024, and effective as of January 25, 2024, to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated December 13, 2004 and effective as of January 5, 2005, and as amended and restated as of August 5, 2013, as further amended as of June 29, 2015, as further amended as of September 30, 2016, as further amended as of August 1, 2017, as further amended as of June 21, 2018, as further amended as of August 15, 2019, as further amended as of June 11, 2020, and as further amended as of May 14, 2023, among TEGNA Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto (incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 8-K filed on January 25, 2024).

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

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

32-1	Section 1350 Certification of CEO.

32-2	Section 1350 Certification of CFO.

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

101.SCH	Inline XBRL Taxonomy Extension Schema ~~Document.~~With Embedded Linkbase Documents

~~101.CAL~~		~~Inline XBRL Taxonomy Extension Calculation Linkbase Document.~~

~~101.DEF~~			~~Inline XBRL Taxonomy Extension Definition Document.~~

~~101.LAB~~			~~Inline XBRL Taxonomy Extension Label Linkbase Document.~~

~~101.PRE~~			~~Inline XBRL Taxonomy Extension Presentation Linkbase Document.~~

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

* Asterisks identify management contracts and compensatory plans and arrangements.

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: May ~~10, 2023~~8, 2024	TEGNA INC.

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


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

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


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐


	Mar. 31, 2023		Dec. 31, 2022

ASSETS
Current assets
Cash and cash equivalents	$	683,179	$	551,681
Accounts receivable, net of allowances of $3,965 and $3,697, respectively	637,435		658,318
Other receivables	10,906		13,493
Syndicated programming rights	32,578		44,064
Prepaid expenses and other current assets	35,915		36,152
Total current assets	1,400,013		1,303,708
Property and equipment
Cost	1,068,582		1,067,191
Less accumulated depreciation	(623,452)		(610,138)
Net property and equipment	445,130		457,053
Intangible and other assets
Goodwill	2,981,587		2,981,587
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $250,187 and $348,087, respectively	2,368,858		2,381,606
Right-of-use assets for operating leases	75,860		78,448
Investments and other assets	122,594		126,494
Total intangible and other assets	5,548,899		5,568,135
Total assets	$	7,394,042	$	7,328,896


	Mar. 31, 2024			Dec. 31, 2023

ASSETS
Current assets
Cash and cash equivalents	$	430,764		$	361,036
Accounts receivable, net of allowances of $2,535 and $2,845, respectively		604,537			624,445
Other receivables		11,023			9,299
Syndicated programming rights		21,281			31,530
Prepaid expenses and other current assets		28,386			24,008
Total current assets		1,095,991			1,050,318
Property and equipment
Cost		1,082,848			1,078,209
Less accumulated depreciation		(640,149	)		(626,029	)
Net property and equipment		442,699			452,180
Intangible and other assets
Goodwill		3,015,973			2,981,587
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $257,433 and $289,949, respectively		2,349,712			2,328,972
Right-of-use assets for operating leases		70,897			73,479
Investments and other assets		129,388			113,521
Total intangible and other assets		5,565,970			5,497,559
Total assets	$	7,104,660		$	7,000,057


	Mar. 31, 2023		Dec. 31, 2022

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
Current liabilities
Accounts payable	$	88,312	$	76,212
Accrued liabilities
Compensation	40,647		50,339
Interest	12,798		45,480
Contracts payable for programming rights	111,318		117,743
Other	73,560		78,265

Income taxes payable	51,561		22,985

Total current liabilities	378,196		391,024
Noncurrent liabilities

Deferred income tax liability	557,387		556,131
Long-term debt	3,070,164		3,069,316
Pension liabilities	73,550		73,684
Operating lease liabilities	76,674		79,503
Other noncurrent liabilities	69,052		70,098
Total noncurrent liabilities	3,846,827		3,848,732
Total liabilities	4,225,023		4,239,756

Commitments and contingent liabilities (see Note 9)

Redeemable noncontrolling interest (see Note 1)	17,754		17,418

Shareholders’ equity
Common stock of $1 par value per share, 800,000,000 shares authorized, 324,418,632 shares issued	324,419		324,419
Additional paid-in capital	27,941		27,941
Retained earnings	7,879,619		7,898,055
Accumulated other comprehensive loss	(124,455)		(125,533)
Less treasury stock at cost, 99,471,855 shares and 100,970,426 shares, respectively	(4,956,259)		(5,053,160)
Total equity	3,151,265		3,071,722
Total liabilities, redeemable noncontrolling interest and equity	$	7,394,042	$	7,328,896


Item No.		Page
	PART I. FINANCIAL INFORMATION

1.	Financial Statements

	Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	3

	Consolidated Statements of Income for the Quarters ended March 31, 2024 and 2023	5

	Consolidated Statements of Comprehensive Income for the Quarters ended March 31, 2024 and 2023	6

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023	7

	Consolidated Statements of Equity and Redeemable Noncontrolling Interest for the Quarters ended March 31, 2024 and 2023	8

	Notes to Condensed Consolidated Financial Statements	9

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

3.	Quantitative and Qualitative Disclosures about Market Risk	26

4.	Controls and Procedures	26

	PART II. OTHER INFORMATION

1.	Legal Proceedings	26

1A.	Risk Factors	27

2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

3.	Defaults Upon Senior Securities	27

4.	Mine Safety Disclosures	27

5.	Other Information	27

6.	Exhibits	28

	SIGNATURE	29


	Quarter ended Mar. 31,
	2023		2022

Revenues	$	740,327	$	774,123

Operating expenses:
Cost of revenues1	426,932		411,450
Business units - Selling, general and administrative expenses	99,109		101,969
Corporate - General and administrative expenses	12,100		21,320
Depreciation	15,049		15,305
Amortization of intangible assets	13,582		15,000
Spectrum repacking reimbursements and other, net	—		(58)
Total	566,772		564,986
Operating income	173,555		209,137

Non-operating (expense) income:
Equity loss in unconsolidated investments, net	(237)		(3,811)
Interest expense	(42,906)		(43,620)
Other non-operating items, net	5,411		17,319
Total	(37,732)		(30,112)

Income before income taxes	135,823		179,025
Provision for income taxes	31,819		44,738
Net Income	104,004		134,287
Net loss (income) attributable to redeemable noncontrolling interest	299		(53)
Net income attributable to TEGNA Inc.	$	104,303	$	134,234

Earnings per share:
Basic	$	0.46	$	0.60
Diluted	$	0.46	$	0.60

Weighted average number of common shares outstanding:
Basic shares	224,544		222,712
Diluted shares	224,839		223,240

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



Quarters ended:	Redeemable noncontrolling interest		Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total Equity
Balance at Dec. 31, 2022	$	17,418	$	324,419	$	27,941	$	7,898,055	$	(125,533)	$	(5,053,160)	$	3,071,722
Net (loss) income	(299)		—		—		104,303		—		—		104,303
Other comprehensive income, net of tax	—		—		—		—		1,078		—		1,078
Total comprehensive income													105,381
Dividends declared: $0.095 per share	—		—		—		(21,360)		—		—		(21,360)
Company stock 401(k) contribution	—		—		(575)		(14,491)		—		20,630		5,564
Stock-based awards activity	—		—		(3,425)		(86,253)		—		76,271		(13,407)

Stock-based compensation	—		—		3,688		—		—		—		3,688
Adjustment of redeemable noncontrolling interest to redemption value	635		—		—		(635)		—		—		(635)
Other activity	—		—		312		—		—		—		312
Balance at Mar. 31, 2023	$	17,754	$	324,419	$	27,941	$	7,879,619	$	(124,455)	$	(4,956,259)	$	3,151,265

	Redeemable noncontrolling interest		Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total Equity
Balance at Dec. 31, 2021	$	16,129	$	324,419	$	27,941	$	7,459,380	$	(97,216)	$	(5,194,618)	$	2,519,906
Net income	53		—		—		134,234		—		—		134,234
Other comprehensive income, net of tax	—		—		—		—		(14,618)		—		(14,618)
Total comprehensive income													119,616
Dividends declared: $0.095 per share	—		—		—		(21,150)		—		—		(21,150)
Company stock 401(k) contribution	—		—		(1,322)		(11,275)		—		17,935		5,338
Stock-based awards activity	—		—		(9,517)		(81,146)		—		75,211		(15,452)
Stock-based compensation	—		—		10,495		—		—		—		10,495

Adjustment of redeemable noncontrolling interest to redemption value	248		—		—		(248)		—		—		(248)
Other activity	—		—		344		—		—		—		344
Balance at Mar. 31, 2022	$	16,430	$	324,419	$	27,941	$	7,479,795	$	(111,834)	$	(5,101,472)	$	2,618,849


	Mar. 31, 2024					Dec. 31, 2023
	Gross		Accumulated Amortization			Gross		Accumulated Amortization

Goodwill	$	3,015,973	$	—		$	2,981,587	$	—

Indefinite-lived intangibles:
Television and radio station FCC broadcast licenses		2,124,731					2,124,731
Amortizable intangible assets:
Retransmission agreements		101,423		(88,477	)		113,621		(95,619	)
Network affiliation agreements		275,524		(116,239	)		309,502		(144,834	)
Other		105,467		(52,717	)		71,067		(49,496	)
Total indefinite-lived and amortizable intangible assets	$	2,607,145	$	(257,433	)	$	2,618,921	$	(289,949	)


	Mar. 31, 2024		Dec. 31, 2023

Cash value life insurance	$	51,706	$	50,865
Equity method investments		16,520		16,195
Other equity investments		22,454		19,526
Deferred debt issuance costs		7,274		—
Prepaid assets		8,851		9,878
Other long-term assets		22,583		17,057
Total	$	129,388	$	113,521


	Mar. 31, 2023		Dec. 31, 2022

Cash value insurance	$	49,552	$	48,919

Equity method investments	16,928		17,003
Other equity investments	20,158		20,158
Deferred debt issuance costs	1,341		2,232
Long-term contract assets	12,925		14,135
Other long-term assets	21,690		24,047
Total	$	122,594	$	126,494


	Mar. 31, 2024			Dec. 31, 2023

Unsecured notes bearing fixed rate interest at 4.75% due March 2026	$	550,000		$	550,000
Unsecured notes bearing fixed rate interest at 7.75% due June 2027		200,000			200,000
Unsecured notes bearing fixed rate interest at 7.25% due September 2027		240,000			240,000
Unsecured notes bearing fixed rate interest at 4.625% due March 2028		1,000,000			1,000,000
Unsecured notes bearing fixed rate interest at 5.00% due September 2029		1,100,000			1,100,000
Total principal long-term debt		3,090,000			3,090,000
Debt issuance costs		(21,022	)		(22,226	)
Unamortized premiums and discounts, net		4,714			5,027
Total long-term debt	$	3,073,692		$	3,072,801


	Retirement Plans			Foreign Currency		Total
Quarters ended:
Balance as of Dec. 31, 2023	$	(120,142	)	$	532	$	(119,610	)
Amounts reclassified from AOCL		1,111			—		1,111
Total other comprehensive income		1,111			—		1,111
Balance as of Mar. 31, 2024	$	(119,031	)	$	532	$	(118,499	)

Balance as of Dec. 31, 2022	$	(126,065	)	$	532	$	(125,533	)
Amounts reclassified from AOCL		1,078			—		1,078
Total other comprehensive income		1,078			—		1,078
Balance as of Mar. 31, 2023	$	(124,987	)	$	532	$	(124,455	)


	Retirement Plans		Foreign Currency Translation		Available-For-Sale Investment		Total
Quarters ended:
Balance at Dec. 31, 2022	$	(126,065)	$	532	$	—	$	(125,533)

Amounts reclassified from AOCL	1,078		—		—		1,078
Total other comprehensive income	1,078		—		—		1,078
Balance at Mar. 31, 2023	$	(124,987)	$	532	$	—	$	(124,455)

Balance at Dec. 31, 2021	$	(113,090)	$	455	$	15,419	$	(97,216)
Other comprehensive loss before reclassifications	—		77		—		77
Amounts reclassified from AOCL	724		—		(15,419)		(14,695)
Total other comprehensive income	724		77		(15,419)		(14,618)
Balance at Mar. 31, 2022	$	(112,366)	$	532	$	—	$	(111,834)