10-Q

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 March 31, 2022

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)

___________________________

Delaware			16-0442930
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
8350 Broad Street, Suite 2000,	Tysons,	Virginia	22102-5151
(Address of principal executive offices)			(Zip Code)

(703)	873-6600
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	TGNA	New York Stock Exchange

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

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

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

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

The total number of shares of the registrant’s Common Stock, $1 par value, outstanding as of April 30, 2022 was 222,851,730.

INDEX TO TEGNA INC.

Mar. 31, 2022 FORM 10-Q

Item No.		Page
	PART I. FINANCIAL INFORMATION
1.	Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021	3
	Consolidated Statements of Income for the Quarters Ended March 31, 2022 and 2021	5
	Consolidated Statements of Comprehensive Income for the Quarters Ended March 31, 2022 and 2021	6
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021	7
	Consolidated Statements of Equity and Redeemable Noncontrolling Interest for the Quarters Ended March 31, 2022 and 2021	8
	Notes to Condensed Consolidated Financial Statements	9
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
3.	Quantitative and Qualitative Disclosures about Market Risk	26
4.	Controls and Procedures	27
	PART II. OTHER INFORMATION
1.	Legal Proceedings	27
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

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TEGNA Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands of dollars (Unaudited)

	Mar. 31, 2022		Dec. 31, 2021
ASSETS
Current assets
Cash and cash equivalents	$	43,316	$	56,989
Accounts receivable, net of allowances of $4,810 and $4,371, respectively	641,960		642,280
Other receivables	13,508		15,496
Syndicated programming rights	39,378		53,100
Prepaid expenses and other current assets	30,589		19,724
Total current assets	768,751		787,589
Property and equipment
Cost	1,058,682		1,053,851
Less accumulated depreciation	(601,343)		(586,656)
Net property and equipment	457,339		467,195
Intangible and other assets
Goodwill	2,981,587		2,981,587
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $313,593 and $298,593, respectively	2,426,488		2,441,488
Right-of-use assets for operating leases	84,500		87,279
Investments and other assets	135,080		152,508
Total intangible and other assets	5,627,655		5,662,862
Total assets	$	6,853,745	$	6,917,646

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)

	Mar. 31, 2022		Dec. 31, 2021
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
Current liabilities
Accounts payable	$	86,984	$	72,996
Accrued liabilities
Compensation	38,492		55,179
Interest	12,795		45,905
Contracts payable for programming rights	104,981		98,534
Other	89,367		91,098
Income taxes payable	47,176		11,420
Total current liabilities	379,795		375,132
Noncurrent liabilities
Deferred income tax liability	550,998		548,374
Long-term debt	3,066,783		3,231,970
Pension liabilities	56,428		58,063
Operating lease liabilities	85,926		88,970
Other noncurrent liabilities	78,536		79,102
Total noncurrent liabilities	3,838,671		4,006,479
Total liabilities	4,218,466		4,381,611
Commitments and contingent liabilities (see Note 9)
Redeemable noncontrolling interest (see Note 1)	16,430		16,129
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	7,479,795		7,459,380
Accumulated other comprehensive loss	(111,834)		(97,216)
Less treasury stock at cost, 101,681,915 shares and 103,012,455 shares, respectively	(5,101,472)		(5,194,618)
Total equity	2,618,849		2,519,906
Total liabilities, redeemable noncontrolling interest and equity	$	6,853,745	$	6,917,646

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 Mar. 31,
	2022		2021
Revenues	$	774,123	$	727,051
Operating expenses:
Cost of revenues1	411,450		394,692
Business units - Selling, general and administrative expenses	101,969		89,326
Corporate - General and administrative expenses	21,320		16,870
Depreciation	15,305		15,896
Amortization of intangible assets	15,000		15,760
Spectrum repacking reimbursements and other, net	(58)		(1,423)
Total	564,986		531,121
Operating income	209,137		195,930
Non-operating (expense) income:
Equity loss in unconsolidated investments, net	(3,811)		(1,329)
Interest expense	(43,620)		(46,485)
Other non-operating items, net	17,319		330
Total	(30,112)		(47,484)
Income before income taxes	179,025		148,446
Provision for income taxes	44,738		35,614
Net Income	134,287		112,832
Net income attributable to redeemable noncontrolling interest	(53)		(215)
Net income attributable to TEGNA Inc.	$	134,234	$	112,617
Earnings per share:
Basic	$	0.60	$	0.51
Diluted	$	0.60	$	0.51
Weighted average number of common shares outstanding:
Basic shares	222,712		220,602
Diluted shares	223,240		221,198
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 Mar. 31,
	2022		2021
Net income	$	134,287	$	112,832
Other comprehensive income, before tax:
Foreign currency translation adjustments	142		496
Recognition of previously deferred post-retirement benefit plan costs	975		1,225
Realized gain on available-for-sale investment during the period	(20,800)		—
Other comprehensive (loss) income, before tax	(19,683)		1,721
Income tax effect related to components of other comprehensive income	5,065		(443)
Other comprehensive income, net of tax	(14,618)		1,278
Comprehensive income	119,669		114,110
Comprehensive income attributable to redeemable noncontrolling interest	(53)		(215)
Comprehensive income attributable to TEGNA Inc.	$	119,616	$	113,895

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

	Three months ended Mar. 31,
	2022		2021
Cash flows from operating activities:
Net income	$	134,287	$	112,832
Adjustments to reconcile net income to net cash flow from operating activities:
Depreciation and amortization	30,305		31,656
Stock-based compensation	10,495		8,761
Company stock 401(k) contribution	5,338		5,304
Gains on assets, net	(18,308)		—
Equity loss from unconsolidated investments, net	3,811		1,329
Pension contributions including income, net of expense	(585)		(4,410)
Change in other assets and liabilities, net of acquisitions:
Increase in trade receivables	(120)		(63,120)
Increase (decrease) in accounts payable	13,987		(15,077)
Increase in interest and taxes payable, net	13,663		4,320
Increase in deferred revenue	2,298		923
Change in other assets and liabilities, net	1,089		(24,447)
Net cash flow from operating activities	196,260		58,071
Cash flows from investing activities:
Purchase of property and equipment	(5,538)		(13,185)
Reimbursements from spectrum repacking	58		1,423
Payments for acquisitions of businesses	—		(13,341)
Purchases of investments	(2,216)		(157)
Proceeds from investments	—		2,022
Proceeds from sale of assets	366		7
Net cash flow used for investing activities	(7,330)		(23,231)
Cash flows from financing activities:
Payments under revolving credit facilities, net	(166,000)		(37,000)
Dividends paid	(21,151)		(15,439)
Other, net	(15,452)		(10,516)
Net cash flow used for financing activities	(202,603)		(62,955)
Decrease in cash	(13,673)		(28,115)
Balance of cash, beginning of period	56,989		40,968
Balance of cash, end of period	$	43,316	$	12,853
Supplemental cash flow information:
Cash refunds from income taxes, net of payments	$	(248)	$	(33)
Cash paid for interest	$	75,063	$	76,045

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 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
	Redeemable noncontrolling interest		Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total Equity
Balance at Dec. 31, 2020	$	14,933	$	324,419	$	113,267	$	7,075,640	$	(121,076)	$	(5,334,155)	$	2,058,095
Net income	215		—		—		112,617		—		—		112,617
Other comprehensive income, net of tax	—		—		—		—		1,278		—		1,278
Total comprehensive income													113,895
Dividends declared: $0.165 per share	—		—		—		(36,469)		—		—		(36,469)
Company stock 401(k) contribution	—		—		(16,254)		—		—		21,558		5,304
Stock-based awards activity	—		—		(78,518)		—		—		68,002		(10,516)
Stock-based compensation	—		—		8,761		—		—		—		8,761
Adjustment of redeemable noncontrolling interest to redemption value	72		—		—		(72)		—		—		(72)
Other activity	—		—		340		—		—		—		340
Balance at Mar. 31, 2021	$	15,220	$	324,419	$	27,596	$	7,151,716	$	(119,798)	$	(5,244,595)	$	2,139,338

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 – 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.

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 one operating and reportable segment, which primarily consists of our 64 television stations and two 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 is subject to the approval of the Merger Agreement by the stockholders of TEGNA and the satisfaction of customary closing conditions, including receipt of applicable regulatory approvals, and is expected to close in the second half of 2022. On April 13, 2022, we filed with the SEC a definitive proxy statement (the Proxy Statement) with respect to a special meeting of TEGNA stockholders to be held on May 17, 2022 to consider and vote upon the Merger and related proposals. Please refer to the Proxy Statement for more information.

As disclosed in the proxy statement, 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.

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On March 10, 2022, TEGNA, Parent, Merger Sub, and, solely for purposes of certain provisions specified therein, the other Parent Restructuring Entities, entered into an amendment to the Merger Agreement (the Amendment). The Amendment provides, among other things and subject to the terms and conditions set forth therein, that certain regulatory efforts covenants will apply with respect to certain station transfers from Parent or an affiliate of Parent to CMG or an affiliate of CMG that are contemplated to be consummated as of immediately following the Effective Time.

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

New accounting guidance not yet adopted: There is currently no pending accounting guidance 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 March 31, 2022, our allowance for doubtful accounts was $4.8 million as compared to $4.4 million as of December 31, 2021.

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. Gray’s investment allows it to sell its interest to Premion if there is a change in control of TEGNA or if the existing commercial agreement terminates. Since redemption of the minority ownership interest is outside our control, Gray’s equity interest is presented outside of the Equity section on the Condensed Consolidated Balance Sheet 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.

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. 2022, 2020 etc.) and particularly in the second half of those years; and 4) other services, such as production of programming, tower rentals and distribution of our local news content.

Revenue earned by these sources in the first three months of 2022 and 2021 are shown below (amounts in thousands):

	Quarter ended Mar. 31,
	2022		2021
Subscription	$	391,654	$	386,737
Advertising & Marketing Services	354,467		322,834
Political	17,965		9,428
Other	10,037		8,052
Total revenues	$	774,123	$	727,051

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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 March 31, 2022 and December 31, 2021 (in thousands):

	Mar. 31, 2022				Dec. 31, 2021
	Gross		Accumulated Amortization		Gross		Accumulated Amortization
Goodwill	$	2,981,587	$	—	$	2,981,587	$	—
Indefinite-lived intangibles:
Television and radio station FCC broadcast licenses	2,123,898		—		2,123,898		—
Amortizable intangible assets:
Retransmission agreements	235,215		(175,153)		235,215		(168,439)
Network affiliation agreements	309,503		(103,312)		309,503		(97,195)
Other	71,465		(35,128)		71,465		(32,959)
Total indefinite-lived and amortizable intangible assets	$	2,740,081	$	(313,593)	$	2,740,081	$	(298,593)

Our retransmission agreements and network affiliation agreements are amortized on a straight-line basis over their estimated useful lives. Other intangibles primarily include distribution agreements from our multicast networks acquisition, which are also amortized on a straight-line basis over their useful lives.

NOTE 3 – Investments and other assets

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

	Mar. 31, 2022		Dec. 31, 2021
Cash value insurance	$	50,817	$	53,189
Available-for-sale debt security	—		23,800
Equity method investments	17,382		21,986
Other equity investments	20,158		20,331
Deferred debt issuance costs	4,924		5,805
Other long-term assets	41,799		27,397
Total	$	135,080	$	152,508

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 hold a debt security investment issued by MadHive, Inc. (MadHive), that we classify 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. The debt security includes features that allow us to convert investment into equity ownership upon the occurrence of certain events. 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, 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 will mature and become due in June 2022 and therefore its $3.0 million fair value has been reclassified as a current asset in “Other receivables” within our Condensed Consolidated Balance Sheet. See Note 9 for additional information regarding our related party transactions with MadHive.

Other equity investments: Represents investments in non-public businesses that do not have readily determinable pricing, and for which we do not have control or do not exert significant influence. These investments are recorded at cost less

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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.

NOTE 4 – Long-term debt

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

	Mar. 31, 2022		Dec. 31, 2021
Borrowings under revolving credit agreement expiring August 2024	$	—	$	166,000
Unsecured notes bearing fixed rate interest at 4.75% due March 2026	550,000		550,000
Unsecured notes bearing fixed rate interest at 7.75% due June 2027	200,000		200,000
Unsecured notes bearing fixed rate interest at 7.25% due September 2027	240,000		240,000
Unsecured notes bearing fixed rate interest at 4.625% due March 2028	1,000,000		1,000,000
Unsecured notes bearing fixed rate interest at 5.00% due September 2029	1,100,000		1,100,000
Total principal long-term debt	3,090,000		3,256,000
Debt issuance costs	(30,295)		(31,378)
Unamortized premiums	7,078		7,348
Total long-term debt	$	3,066,783	$	3,231,970

As of March 31, 2022, cash and cash equivalents totaled $43.3 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.

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 March 31, 2022, were $62.4 million, of which $6.0 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, are presented in the following table (in thousands):

	Quarter ended Mar. 31,
	2022		2021
Interest cost on benefit obligation	$	4,300	$	3,950
Expected return on plan assets	(4,900)		(8,650)
Amortization of prior service cost	(125)		25
Amortization of actuarial loss	1,100		1,200
Expense (income) from company-sponsored retirement plans	$	375	$	(3,475)

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.

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During the three months ended March 31, 2022 and 2021, we did not make any cash contributions to the TRP. We made benefit payments to participants of the SERP of $0.9 million during both of the three month periods ending March 31, 2022 and 2021. 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). We expect to make additional cash payments of $5.0 million to our SERP participants during the remainder of 2022.

NOTE 6 – Accumulated other comprehensive loss

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

	Retirement Plans		Foreign Currency Translation		Available-For-Sale Investment		Total
Quarters Ended:
Balance at Dec. 31, 2021	$	(113,090)	$	455	$	15,419	$	(97,216)
Other comprehensive income before reclassifications	—		77		—		77
Amounts reclassified from AOCL	724		—		(15,419)		(14,695)
Total other comprehensive income (loss)	724		77		(15,419)		(14,618)
Balance at Mar. 31, 2022	$	(112,366)	$	532	$	—	$	(111,834)
Balance at Dec. 31, 2020	$	(120,979)	$	(97)	$	—	$	(121,076)
Other comprehensive loss before reclassifications	—		369		—		369
Amounts reclassified from AOCL	909		—		—		909
Total other comprehensive income	909		369		—		1,278
Balance at Mar. 31, 2021	$	(120,070)	$	272	$	—	$	(119,798)

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 Mar. 31,
	2022		2021
Amortization of prior service (credit) cost, net	$	(125)	$	25
Amortization of actuarial loss	1,100		1,200
Realized gain on available-for-sale investment	(20,800)		—
Total reclassifications, before tax	(19,825)		1,225
Income tax effect	5,130		(316)
Total reclassifications, net of tax	$	(14,695)	$	909

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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 Mar. 31,
	2022		2021
Net Income	$	134,287	$	112,832
Net income attributable to the noncontrolling interest	(53)		(215)
Adjustment of redeemable noncontrolling interest to redemption value	(248)		(72)
Earnings available to common shareholders	$	133,986	$	112,545
Weighted average number of common shares outstanding - basic	222,712		220,602
Effect of dilutive securities:
Restricted stock units	321		410
Performance shares	207		182
Stock options	—		4
Weighted average number of common shares outstanding - diluted	223,240		221,198
Earnings per share - basic	$	0.60	$	0.51
Earnings per share - diluted	$	0.60	$	0.51

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 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 significant inputs not observable in the market, and thus represented a Level 3 fair value measurement. We also hold other financial instruments, including cash and cash equivalents, receivables, accounts payable and debt. The carrying amounts for cash and cash equivalents, receivables and accounts payable approximated their fair values. The fair value of our total debt, based on the bid and ask quotes for the related debt (Level 2), totaled $3.15 billion at March 31, 2022, and $3.40 billion at December 31, 2021.

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 seven other broadcasters settled a DOJ complaint alleging the exchange of competitively sensitive information in the broadcast television industry. In June 2019, we and four 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 has not been material, nor do we expect future compliance costs to be material.

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

These cases have been consolidated into a single proceeding in the United States District Court for the Northern District of Illinois, captioned Clay, Massey & Associates, P.C. v. Gray Television, Inc. et. al., filed on July 30, 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 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. We deny any violation of law, 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 May 9, 2022, 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). One such lawsuit was voluntarily dismissed on April 1, 2022. The complaints generally allege that the preliminary proxy statement filed by TEGNA 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.

In addition, as of May 9, 2022, four demand letters have been sent to TEGNA in connection with the Merger. The demand letters were each sent on behalf of a purported TEGNA stockholder, and each alleges similar deficiencies in the Proxy Statement as those noted in the complaints referenced above.

We believe that the claims asserted in the complaints and letters described above are without merit. Additional lawsuits arising out of the Merger may also be filed in the future.

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

Related Party Transactions

We have investments in the form of equity and debt in MadHive which is a related party of TEGNA (see Note 3 for additional information). In addition to our investment, we also have a commercial agreement with MadHive, under which MadHive supports our Premion business in acquiring over-the-top advertising inventory and delivering corresponding advertising impressions. In the first quarter of 2022 and 2021, we incurred an expense of $26.0 million and $23.9 million, respectively, as a result of the commercial agreement with MadHive. As of March 31, 2022, and December 31, 2021 we had accounts payable and accrued liabilities associated with the MadHive commercial agreements of $17.2 million and $8.9 million, respectively.

In December 2021, we renewed our two existing commercial agreements with MadHive. Simultaneously with the commercial agreement renewals, we also amended the terms of our existing available-for-sale convertible debt security as discussed in Note 3. 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 we will amortize 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.

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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 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, 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 stockholder and 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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Consolidated Results from Operations

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

As discussed above, our operating results are subject to significant fluctuations across yearly periods (primarily driven by even-year election cycles). As such, in addition to one year ago comparisons, our management team and Board of Directors also review current period operating results compared to the same period two years ago (e.g., 2022 vs. 2020). We believe this comparison will also provide useful information to investors and therefore, have supplemented our prior year comparison of consolidated results to also include a comparison against the first quarter ended March 31, 2020 results (through operating income).

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

	Quarter ended Mar. 31,
	2022		2021		Change from 2021		2020		Change from 2020
Revenues	$	774,123	$	727,051	6	%	$	684,189	13	%
Operating expenses:
Cost of revenues	411,450		394,692		4	%	369,368		11	%
Business units - Selling, general and administrative expenses	101,969		89,326		14	%	92,968		10	%
Corporate - General and administrative expenses	21,320		16,870		26	%	21,714		(2	%)
Depreciation	15,305		15,896		(4	%)	16,900		(9	%)
Amortization of intangible assets	15,000		15,760		(5	%)	16,216		(7	%)
Spectrum repacking reimbursements and other, net	(58)		(1,423)		(96	%)	(7,515)		(99	%)
Total operating expenses	$	564,986	$	531,121	6	%	$	509,651	11	%
Total operating income	$	209,137	$	195,930	7	%	$	174,538	20	%
Non-operating expenses	(30,112)		(47,484)		(37	%)	(67,215)		(55	%)
Provision for income taxes	44,738		35,614		26	%	21,125		***
Net income	134,287		112,832		19	%	86,198		56	%
Net (income) loss attributable to redeemable noncontrolling interest	(53)		(215)		(75	%)	110		***
Net income attributable to TEGNA Inc.	$	134,234	$	112,617	19	%	$	86,308	56	%
Earnings per share - basic	$	0.60	$	0.51	18	%	$	0.40	50	%
Earnings per share - diluted	$	0.60	$	0.51	18	%	$	0.39	54	%
*** Not meaningful

Revenues

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

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

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

	Quarter ended Mar. 31,
	2022		2021		Change from 2021		2020		Change from 2020
Subscription	$	391,654	$	386,737	1	%	$	332,802	18	%
Advertising & Marketing Services	354,467		322,834		10	%	295,153		20	%
Political	17,965		9,428		91	%	47,387		(62)	%
Other	10,037		8,052		25	%	8,847		13	%
Total revenues	$	774,123	$	727,051	6	%	$	684,189	13	%

2022 vs. 2021

Total revenues increased $47.1 million in the first quarter of 2022 compared to the same period in 2021. The increase was primarily due to an AMS revenue increase of $31.6 million, reflecting increased demand for television and digital advertising (due in part to the Winter Olympics and Super Bowl which aired on NBC in 2022). In addition, political revenue increased $8.5 million. Lastly, subscription revenue increased $4.9 million primarily due to annual rate increases under existing and newly renegotiated retransmission agreements, partially offset by declines in subscribers including the impact of an outage with a broadcast satellite provider that began on October 6, 2021 and ended February 4, 2022.

2022 vs. 2020

Total revenues increased $89.9 million in the first quarter of 2022 compared to the same period in 2020. The net increase was primarily due to an AMS revenue increase of $59.3 million, reflecting an increased demand for television and digital advertising (due in part to the 2022 Winter Olympics and Super Bowl which aired on NBC in 2022). In addition, subscription revenue increased $58.9 million, primarily due to annual rate increases under existing and newly renegotiated retransmission agreements. These increases were partially offset by a decrease in political revenue of $29.4 million, due to 2020 being a presidential election year.

Cost of Revenues

2022 vs. 2021

Cost of revenues increased $16.8 million in the first quarter of 2022 compared to the same period in 2021. The increase was primarily due to a $11.4 million increase in programming costs driven by rate increases under existing affiliation agreements. Higher digital expenses of $1.8 million driven by growth in Premion also contributed to the increase.

2022 vs. 2020

Cost of revenues increased $42.1 million in the first quarter of 2022 compared to the same period in 2020. The increase was primarily due to a $32.0 million increase in programming costs driven by rate increases under existing and newly renegotiated affiliation agreements and growth in subscription revenues (certain programming costs are linked to such revenues). Higher digital expenses of $7.7 million driven by growth in Premion also contributed to the increase.

Business Units - Selling, General and Administrative Expenses

2022 vs. 2021

Business unit selling, general and administrative expenses (SG&A) increased $12.6 million in the first quarter of 2022 compared to the same period in 2021. The increase was primarily due to a $10.2 million increase in sales commissions and payroll costs driven by growth in AMS revenue.

2022 vs. 2020

Business unit SG&A expenses increased $9.0 million in the first quarter of 2022 compared to the same period in 2020. The increase was primarily due to a $7.8 million increase in sales commissions and payroll costs driven by growth in AMS revenue.

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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.

2022 vs. 2021

Corporate general and administrative expenses increased $4.5 million in the first quarter of 2022 compared to the same period in 2021. The increase was primarily driven by a $10.2 million increase in M&A-related costs. Partially offsetting this was the absence in 2022 of $4.6 million of advisory fees related to activism defense incurred in the first quarter of 2021.

2022 vs. 2020

Corporate general and administrative expenses decreased $0.4 million in the first quarter of 2022 compared to the same period in 2020. The decrease was primarily driven by the absence in 2022 of $7.6 million of advisory fees related to activism defense costs and $4.6 million of M&A due diligence costs. Partially offsetting these decreases was a $10.2 million increase due to M&A-related costs and the remaining $1.6 million increase is primarily attributed to higher stock-based compensation expense.

Depreciation Expense

2022 vs. 2021

Depreciation expense decreased by $0.6 million in the first quarter of 2022 compared to the same period in 2021. The decrease was due to certain assets reaching the end of their assumed useful lives.

2022 vs. 2020

Depreciation expense decreased by $1.6 million in the first quarter of 2022 compared to the same period in 2020. The decrease was due to certain assets reaching the end of their assumed useful lives.

Amortization Expense

2022 vs. 2021

Amortization expense decreased $0.8 million in the first quarter of 2022 compared to the same periods in 2021. The decrease was due to certain assets reaching the end of their assumed useful lives and therefore becoming fully amortized.

2022 vs. 2020

Amortization expense decreased $1.2 million in the first quarter of 2022 compared to the same periods in 2020. The decrease was due to certain assets reaching the end of their assumed useful lives and therefore becoming fully amortized.

Spectrum Repacking Reimbursements and Other, net

2022 vs. 2021

Spectrum repacking reimbursements and other net gains were $0.1 million in the first quarter of 2022 compared to net gains of $1.4 million in the same period in 2021. The 2022 activity is related to $0.1 million of reimbursements received from the Federal Communications Commission (FCC) for required spectrum repacking, compared to $1.4 million of reimbursements received in the first quarter of 2021.

2022 vs. 2020

Spectrum repacking reimbursements and other net gains were $0.1 million in the first quarter of 2022 compared to $7.5 million in the same period in 2020. The 2022 activity consists of the item discussed above. The 2020 activity reflects $7.5 million of reimbursements received from the FCC.

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Operating Income

2022 vs. 2021

Operating income increased $13.2 million in the first quarter of 2022 compared to the same period in 2021. The increase was driven by the changes in revenue and expenses discussed above, most notably the increase in AMS revenue and programming expense.

2022 vs. 2020

Operating income increased $34.6 million in the first quarter 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 increase in AMS and subscription revenues and programming expense.

Non-Operating Expenses

Non-operating expenses decreased $17.4 million in the first quarter of 2022 compared to the same period in 2021. This decrease was primarily due to a $20.8 million gain recognized on our available for sale investment in MadHive (see Note 3 to the condensed consolidated financial statements). Additionally, interest expense decreased by $2.9 million driven by lower average outstanding debt partially offset by higher average interest rate. Total average outstanding debt was $3.19 billion for the first quarter of 2022, compared to $3.50 billion in the same period of 2021. The weighted average interest rate on outstanding debt was 5.18% for the first quarter of 2022, compared to 5.08% in the same period of 2021. Partially offsetting these decreases was a $2.5 million increase due to an impairment charge recognized on an investment.

Income Tax Expense

Income tax expense increased $9.1 million in the first quarter of 2022 compared to the same period in 2021. The increase was primarily due to increases in net income before tax. Our effective income tax rate was 25.0% for the first quarter of 2022, compared to 24.0% for the first quarter of 2021. The tax rate for the first quarter of 2022 is higher than the comparable rate in 2021 primarily due to a valuation allowance recorded on a minority investment and nondeductible M&A-related transaction costs incurred. Partially offsetting the increase were tax benefits from the utilization of capital loss carryforwards in connection with a gain on an available-for-sale investment and the release of the associated valuation allowance.

Net Income attributable to TEGNA Inc.

Net income attributable to TEGNA Inc. was $134.2 million, or $0.60 per diluted share, in the first quarter of 2022 compared to $112.6 million, or $0.51 per diluted share, during the same period in 2021. Both income and earnings per share were affected by the factors discussed above.

The weighted average number of diluted common shares outstanding in the first quarter of 2022 and 2021 were 223.2 million and 221.2 million, respectively.

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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 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 and gains in the future, we believe that removing these items for purposes of calculating the non-GAAP financial measures provides investors with a more focused presentation of our ongoing operating performance.

We discuss Adjusted EBITDA (with and without corporate expenses), a non-GAAP financial performance measure that we believe offers a useful view of the overall operation of our businesses. We define Adjusted EBITDA as net income attributable to TEGNA before (1) net income 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) M&A-related costs, (7) advisory fees related to activism defense, (8) spectrum repacking reimbursements 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 and (5) reimbursements from spectrum repacking. 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.

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Discussion of Special Charges 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 March 31, 2022:

•Spectrum repacking reimbursements 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 associated with establishing a valuation allowance on a deferred tax asset related to an equity method investment.

Quarter March 31, 2021:

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

•Advisory fees related to activism defense.

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, 2022	GAAP measure		M&A-related costs		Spectrum repacking reimbursements and other		Other non-operating items		Special tax item		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.
			Special Items
Quarter ended Mar. 31, 2021	GAAP measure		Advisory fees related to activism defense		Spectrum repacking reimbursements and other		Non-GAAP measure
Corporate - General and administrative expenses	$	16,870	$	(4,599)	$	—	$	12,271
Spectrum repacking reimbursements and other, net	(1,423)		—		1,423		—
Operating expenses	531,121		(4,599)		1,423		527,945
Operating income	195,930		4,599		(1,423)		199,106
Income before income taxes	148,446		4,599		(1,423)		151,622
Provision for income taxes	35,614		1,180		(367)		36,427
Net income attributable to TEGNA Inc.	112,617		3,419		(1,056)		114,980
Earnings per share - diluted	$	0.51	$	0.02	$	(0.01)	$	0.52

22

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,
	2022		2021		Change
Net income attributable to TEGNA Inc. (GAAP basis)	$	134,234	$	112,617	19	%
Plus: Net income attributable to redeemable noncontrolling interest	53		215		(75	%)
Plus: Provision for income taxes	44,738		35,614		26	%
Plus: Interest expense	43,620		46,485		(6	%)
Plus: Equity loss in unconsolidated investments, net	3,811		1,329		***
(Less): Other non-operating items, net	(17,319)		(330)		***
Operating income (GAAP basis)	209,137		195,930		7	%
Plus: M&A-related costs	10,234		—		***
Plus: Advisory fees related to activism defense	—		4,599		***
Less: Spectrum repacking reimbursements and other, net	(58)		(1,423)		(96	%)
Adjusted operating income (non-GAAP basis)	219,313		199,106		10	%
Plus: Depreciation	15,305		15,896		(4	%)
Plus: Amortization of intangible assets	15,000		15,760		(5	%)
Adjusted EBITDA (non-GAAP basis)	249,618		230,762		8	%
Corporate - General and administrative expense (non-GAAP basis)	11,086		12,271		(10	%)
Adjusted EBITDA, excluding Corporate (non-GAAP basis)	$	260,704	$	243,033	7	%
*** Not meaningful

In the first quarter of 2022 Adjusted EBITDA margin was 34% without corporate expense or 32% with corporate expense, compared to first quarter of 2021 Adjusted EBITDA margin of 33% without corporate expense or 32% with corporate expense. The $17.7 million increase in Adjusted EBITDA was primarily driven by the operational factors discussed above within the revenue and operating expense fluctuation explanation sections, most notably the increase in AMS revenue.

23

Free Cash Flow Reconciliation

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

	Two-year period ended Mar. 31,
	2022			2021
Net income attributable to TEGNA Inc. (GAAP basis)	$	1,007,659		$	807,651
Plus: Provision for income taxes	313,387			256,555
Plus: Interest expense	382,604			415,864
Plus: M&A-related costs	13,972			31,433
Plus: Depreciation	130,126			128,384
Plus: Amortization	129,485			124,865
Plus: Stock-based compensation	63,073			44,780
Plus: Company stock 401(k) contribution	33,811			31,331
Plus: Syndicated programming amortization	141,999			135,349
Plus: Workforce restructuring expense	1,021			7,385
Plus: Advisory fees related to activism defense	32,059			33,766
Plus: Cash dividend from equity investments for return on capital	11,598			9,055
Plus: Cash reimbursements from spectrum repacking	10,665			27,443
Plus: Net income attributable to redeemable noncontrolling interest	1,390			200
Plus: Reimbursement from Company-owned life insurance policies	1,005			—
Plus (Less): Equity loss (income) in unconsolidated investments, net	12,142			(7,189)
Less: Spectrum repacking reimbursements and other, net	(4,805)			(9,700)
(Less) Plus: Other non-operating items, net	(9,385)			20,200
Less: Syndicated programming payments	(150,211)			(135,148)
Less: Income tax payments, net of refunds	(263,012)			(169,298)
Less: Pension contributions	(10,121)			(28,227)
Less: Interest payments	(389,392)			(435,485)
Less: Purchases of property and equipment	(100,849)			(122,230)
Free cash flow (non-GAAP basis)	$	1,358,221		$	1,166,984
Revenue	$	6,018,807		$	5,447,575
Free cash flow as a % of Revenue	22.6		%	21.4		%

Our free cash flow, a non-GAAP performance measure, was $1.36 billion and $1.17 billion for the two-year periods ended March 31, 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, dividends, investments in strategic initiatives (including acquisitions) and other operating requirements.

We paid dividends totaling $21.2 million in first quarter of 2022 and $15.4 million in first quarter of 2021. We expect 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 of March 31, 2022, we were in compliance with all covenants contained in our debt agreements and credit facility and our leverage ratio, calculated in accordance with our revolving credit agreement, was 2.97x, below the permitted leverage ratio of less than 5.5x. The leverage ratio is calculated using annualized adjusted EBITDA (as defined in the agreement) for the trailing eight quarters. We believe that we will remain compliant with all covenants for the foreseeable future.

As of March 31, 2022, our total debt was $3.07 billion, cash and cash equivalents totaled $43.3 million, and we had unused borrowing capacity of $1.49 billion under our revolving credit facility. Our debt consists of unsecured notes which have fixed interest rates.

Our financial and operating performance, as well as our ability to generate sufficient cash flow to maintain compliance with credit facility covenants, are subject to certain risk factors. See Item 1A. “Risk Factors,” in our 2021 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 satisfy our recurring contractual commitments, debt service obligations, capital expenditure requirements, and other working capital needs for the next twelve months.

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,
	2022		2021
Balance of cash and cash equivalents beginning of the period	$	56,989	$	40,968
Operating activities:
Net income	134,287		112,832
Depreciation, amortization and other non-cash adjustments	31,641		47,050
Pension contributions, net of income	(585)		(4,410)
Increase in trade receivables	(120)		(63,120)
Increase in interest and taxes payable	13,663		4,320
Other, net	17,374		(38,601)
Cash flow from operating activities	196,260		58,071
Investing activities:
Payments for acquisitions of businesses and other assets, net of cash acquired	—		(13,341)
All other investing activities	(7,330)		(9,890)
Cash flow used for investing activities	(7,330)		(23,231)
Cash flow used for financing activities	(202,603)		(62,955)
Decrease in cash and cash equivalents	(13,673)		(28,115)
Balance of cash and cash equivalents end of the period	$	43,316	$	12,853

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Operating Activities - Cash flow from operating activities was $196.3 million for the three months ended March 31, 2022, compared to $58.1 million for the same period in 2021. Driving the increase in operating cash flow was a favorable change in accounts receivable of $63.0 million, primarily due to timing of cash payments related to subscription revenue. Also contributing to the increase was a favorable change in accounts payable of $29.1 million in the first quarter of 2022 as compared to the first quarter of 2021, due to timing of payments with our network affiliates.

Investing Activities - Cash flow used for investing activities was $7.3 million for the three months ended March 31, 2022, compared to $23.2 million for the same period in 2021. The decrease of $15.9 million was primary due to $13.3 million being spent on an acquisition in 2021 and an absence of acquisitions in 2022. Also contributing to the decrease was a decrease in capital expenditures of $7.6 million.

Financing Activities - Cash flow used for financing activities was $202.6 million for the three months ended March 31, 2022, compared to $63.0 million for the same period in 2021. The change was primarily due to our revolving credit facility which had net repayments of $166.0 million in the first three months of 2022 as compared to net repayments of $37.0 million in the first three months of 2021.

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” in our Annual Report, and 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 or the approval of the Company’s stockholders), 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 making 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, (10) information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity, malware or ransomware attacks, and (11) changes resulting from the COVID-19 pandemic (including the effect of COVID-19 on the Company’s revenues, particularly 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 Quarterly Report on Form 10-Q beyond the published date.

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 2021 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.

As of March 31, 2022, approximately $3.09 billion of our debt has a fixed interest rate (which represents 100% of our total principal debt obligation). The fair value of our total debt, based on bid and ask quotes for the related debt, totaled $3.15 billion as of March 31, 2022 and $3.40 billion as of December 31, 2021.

26

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, 2022. 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, 2022, to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

While we attempt to identify, manage and mitigate risks and uncertainties associated with our business, some level of risk and uncertainty will always be present. “Item 1A. Risk Factors” of our 2021 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 2021 Annual Report on Form 10-K.

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

In December 2020, our Board of Directors authorized the renewal of our share repurchase program for up to $300.0 million of our common stock over the next three years. No shares were repurchased during the three months ended March 31, 2022. As a result of the announcement of the Merger Agreement on February 22, 2022, we have suspended share repurchases under this program.

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 Number	Description
2-1	Agreement and Plan of Merger, dated as of February 22, 2022, by and among TEGNA Inc., Teton Parent Corp., Teton Merger Corp., and solely for purposes of certain provisions specified therein, Community News Media LLC, CNM Television Holdings I LLC, SGCI Holdings III LLC, P Standard General Ltd., Standard General Master Fund L.P., Standard General Master Fund II L.P., Standard General Focus Fund L.P., CMG Media Corporation, CMG Media Operating Company, LLC, CMG Farnsworth Television Holdings, LLC, CMG Farnsworth Television Operating Company, LLC, Teton Midco Corp., Teton Opco Corp., and CMG Farnsworth Television Acquisition Company, LLC (incorporated by reference to Exhibit 2-1 to TEGNA Inc.’s Form 8-K filed on February 22, 2022).
2-2	Amendment No. 1 to Agreement and Plan of Merger, dated as of March 10, 2022, by and among TEGNA Inc., Teton Parent Corp., Teton Merger Corp., and solely for purposes of certain provisions specified therein, Community News Media LLC, CNM Television Holdings I LLC, SGCI Holdings III LLC, P Standard General Ltd., Standard General Master Fund L.P., Standard General Master Fund II L.P., Standard General Focus Fund L.P., CMG Media Corporation, CMG Media Operating Company, LLC, CMG Farnsworth Television Holdings, LLC, CMG Farnsworth Television Operating Company, LLC, Teton Midco Corp., Teton Opco Corp., and CMG Farnsworth Television Acquisition Company, LLC (incorporated by reference to Exhibit 2-1 to TEGNA Inc.’s Form 8-K filed on March 15, 2022).
3-1	Fourth Restated Certificate of Incorporation of TEGNA Inc. (incorporated by reference to Exhibit 3-1 to TEGNA Inc.’s Form 8-K filed on May 12, 2021).
3-2	By-laws, as amended through May 12, 2021 (incorporated by reference to Exhibit 3-2 to TEGNA Inc.’s Form 8-K filed on May 12, 2021).
10-1	Form of Executive Officer Performance Share Award Agreement.*
10-2	Form of Executive Officer Restricted Stock Unit Award Agreement.*
31-1	Rule 13a-14(a) Certification of CEO.
31-2	Rule 13a-14(a) Certification of CFO.
32-1	Section 1350 Certification of CEO.
32-2	Section 1350 Certification of CFO.
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Asterisks identify management contracts and compensatory plans and arrangements.

28

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 9, 2022	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)

29

EX-10.1

EXHIBIT 10.1

AWARD AGREEMENT

PERFORMANCE SHARES

    The Leadership Development and Compensation Committee of the TEGNA Inc. Board of Directors has approved your opportunity to receive Performance Shares (referred to herein as “Performance Shares”) under the TEGNA Inc. 2020 Omnibus Incentive Compensation Plan (the “Plan”), as set forth below.

    This Award Agreement and the enclosed Terms and Conditions effective as of

March 1, 2022, constitute the formal agreement governing this award.

    Please sign both copies of this Award Agreement to evidence your agreement with the terms hereof. Keep one copy and return the other to the undersigned.

          Please keep the enclosed Terms and Conditions for future reference.

Employee:	Location:
Grant Date:	March 1, 2022
Performance Period Commencement Date:	March 1, 2022
Performance Period End Date:	February 28, 2025
Performance Share Payment Date:	March 1, 2025, or sooner as administratively practicable thereafter but in all instances within the first two weeks of March 2025
Target Numbe of Performance Shares:	______*

* The actual number of Performance Shares you may receive will be higher or lower depending on the Company’s actual performance versus targeted performance and your continued employment with the Company, as more fully explained in the enclosed Terms and Conditions.

		TEGNA Inc.
	By:
Employee's Signature or Acceptance by		Jeffrey Newman
Electronic Signature		Senior Vice President/Human Resources

4856-1222-5291.2

PERFORMANCE SHARES

TERMS AND CONDITIONS

Under the

TEGNA Inc.

2020 Omnibus Incentive Compensation Plan

These Terms and Conditions, dated March 1, 2022, govern the right of the employee (the “Employee”) designated in the Award Agreement dated coincident with these Terms and Conditions to receive Performance Shares (referred to herein as “Performance Shares”). Generally, the Employee will not receive any Performance Shares unless the specified service and performance requirements set forth herein are satisfied. The Performance Shares are granted under, and are subject to, the TEGNA Inc. (the “Company”) 2020 Omnibus Incentive Compensation Plan (the “Plan”). Terms used herein that are defined in the Plan shall have the meanings ascribed to them in the Plan. If there is any inconsistency between these Terms and Conditions and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms herein.

1.    Grant of Performance Shares. Pursuant to the provisions of (i) the Plan, (ii) the individual Award Agreement governing the grant, and (iii) these Terms and Conditions, the Employee may be entitled to receive Performance Shares. Each Performance Share that becomes payable shall entitle the Employee to receive from the Company one share of the Company's common stock (“Common Stock”) upon the expiration of the Incentive Period, as defined in Section 2, except as provided in Section 13. The actual number of Performance Shares an Employee will receive will be calculated in the manner described in these Terms and Conditions, including Exhibit A, and may be different than the Target Number of Performance Shares set forth in the Award Agreement.

4856-1222-5291.2

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2.    Incentive Period. Except as otherwise provided in Section 13 below, the Incentive Period in respect of the Performance Shares shall commence on the Performance Period Commencement Date specified in the Award Agreement and end on the Performance Period End Date specified in the Award Agreement.

3.    No Dividend Equivalents. No dividend equivalents shall be paid to the Employee with regard to the Performance Shares.

4.    Delivery of Shares. The Company shall deliver to the Employee a certificate or certificates, or at the election of the Company make an appropriate book-entry, for the number of shares of Common Stock equal to the number of Performance Shares that have been earned based on the Company’s performance during the Incentive Period as set forth in Exhibit A and satisfaction of the Terms and Conditions set forth herein, which number of shares shall be reduced by the value of all taxes withheld by reason of such delivery; provided that the amount that is withheld, or may be withheld at the Employee’s discretion, cannot exceed the amount of the taxes owed by the Employee using the maximum statutory tax rate in the Employee’s applicable jurisdiction(s). Except as provided in Sections 13 or 14, such delivery shall take place on the Performance Share Payment Date. An Employee shall have no further rights with regard to the Performance Shares once the underlying shares of Common Stock have been delivered.

5.    Forfeiture and Cancellation of Right to Receive Performance Shares.

    (a)    Termination of Employment. Except as provided in Sections 6, 13, and 14, an Employee’s right to receive Performance Shares shall automatically be cancelled upon the Employee’s termination of employment (as well as an event that results in the Employee’s employer ceasing to be a subsidiary of the Company) prior to the Performance Period End Date,

-3-

and in such event the Employee shall not be entitled to receive any shares of Common Stock in respect thereof.

(b)    Forfeiture of Performance Shares/Recovery of Common Stock. Performance Shares granted under this Award Agreement are subject to the Company’s Recoupment Policy, dated as of February 26, 2013, as amended as of December 7, 2018, and which may be further amended from time-to-time with retroactive effect. In addition, the Company may assert any other remedies that may be available to the Company under applicable law, including, without limitation, those available under Section 304 of the Sarbanes-Oxley Act of 2002.

6.    Death, Disability, Retirement. Except as provided in Sections 13 or 14 below, in the event that the Employee’s employment terminates on or prior to the Performance Period End Date by reason of death, permanent disability (as determined under the Company’s Long Term Disability Plan), termination of employment after attaining age 65 (other than for “Cause”), or termination of employment after both attaining age 55 and completing at least 5 years of service (other than for “Cause”), the Employee (or in the case of the Employee's death, the Employee's estate or designated beneficiary) shall be entitled to receive at the Performance Share Payment Date the number of shares of Common Stock equal to the product of (i) the total number of shares in respect of such Performance Shares which the Employee would have been entitled to receive upon the expiration of the Incentive Period had the Employee's employment not terminated, and (ii) a fraction, the numerator of which shall be the number of full calendar months between the Performance Period Commencement Date and the date that employment terminated, and the denominator of which shall be the number of full calendar months from the Performance Period Commencement Date to the Performance Period End Date. In the event the

-4-

Employee is terminated for “Cause” all unpaid awards shall be forfeited. “Cause” shall mean a termination of the Employee’s employment following the occurrence of any of the following events, each of which shall constitute a “Cause” for such termination:

(i)any material misappropriation of funds or property of the Company or its affiliate by the Employee;

(ii)unreasonable and persistent neglect or refusal by the Employee to perform his or her duties which is not remedied within thirty (30) days after receipt of written notice from the Company;

(iii)conviction, including a plea of guilty or of nolo contendere, of the Employee of a securities law violation or a felony;

(iv)material violation of the Company’s employment policies by the Employee; or

(v)material harm to the Company(financial, competitive, reputational or otherwise) caused by the Employee’s gross negligence, intentional misconduct or knowing or reckless disregard of supervisory responsibility for a direct report who engaged in gross negligence or intentional misconduct.

The Committee, in its sole discretion, shall be responsible for making the determination whether an Employee’s termination is for “Cause”, and its decision shall be binding on all parties.

7.    Non-Assignability. Performance Shares may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Performance Shares be made subject to execution, attachment or similar process.

8.    Rights as a Shareholder. The Employee shall have no rights as a shareholder by reason of the Performance Shares.

-5-

9.    Discretionary Plan; Employment. The Plan is discretionary in nature and may be suspended or terminated by the Company at any time. With respect to the Plan, (a) each grant of Performance Shares is a one-time benefit which does not create any contractual or other right to receive future grants of Performance Shares, or benefits in lieu of Performance Shares; (b) all determinations with respect to any such future grants, including, but not limited to, the times when the Performance Shares shall be granted, the number of Performance Shares, and the Incentive Period, will be at the sole discretion of the Company; (c) the Employee’s participation in the Plan shall not create a right to further employment with the Employee’s employer and shall not interfere with the ability of the Employee’s employer to terminate the Employee’s employment relationship at any time with or without cause; (d) the Employee’s participation in the Plan is voluntary; (e) the Performance Shares are not part of normal and expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payment, bonuses, long-service awards, pension or retirement benefits, or similar payments; and (f) the future value of the Performance Shares is unknown and cannot be predicted with certainty.

10.    Effect of Plan and these Terms and Conditions. The Plan is hereby incorporated by reference into these Terms and Conditions, and these Terms and Conditions are subject in all respects to the provisions of the Plan, including without limitation the authority of the Leadership Development and Compensation Committee of the Board of Directors of the Company (the “Committee”) in its sole discretion to adjust awards and to make interpretations and other determinations with respect to all matters relating to the applicable Award Agreements, these Terms and Conditions, the Plan and awards made pursuant thereto. These Terms and Conditions

-6-

shall apply to the grant of Performance Shares made to the Employee on the date hereof and shall not apply to any future grants of Performance Shares made to the Employee.

11.    Notices. Notices hereunder shall be in writing and, if to the Company, shall be addressed to the Secretary of the Company at 8350 Broad Street, Suite 2000, Tysons, Virginia 22102, and, if to the Employee, shall be addressed to the Employee at his or her address as it appears on the Company's records.

12.    Successors and Assigns. The applicable Award Agreement and these Terms and Conditions shall be binding upon and inure to the benefit of the successors and assigns of the Company and, to the extent provided in Section 6 hereof, to the estate or designated beneficiary of the Employee.

13.    Change in Control Provisions.

Notwithstanding anything to the contrary in these Terms and Conditions, the following provisions shall apply to the right of an Employee to receive Performance Shares under the attached Award Agreement.

a)    Definitions.

As used in Articles 2 and 14 of the Plan and in these Terms and Conditions, a “Change in Control” shall mean the first to occur of the following:

(i)    the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of

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directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or one of its affiliates, or (iv) any acquisition pursuant to a transaction that complies with Sections 13(a)(iii)(A), 13(a)(iii)(B) and 13(a)(iii)(C);

(ii)    individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(iii)    consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more

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than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation or entity resulting from such Business Combination (including, without limitation, a corporation or entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or any corporation or entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation or entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation or entity, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation or entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(iv)    approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(b)    Acceleration Provisions. In the event of a Change in Control, the number of Performance Shares payable to an Employee shall be calculated in accordance with the Change in Control rules set forth in Exhibit A, subject to the vesting rules set forth below.

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(i) In the event of the occurrence of a Change in Control in which the Performance Shares are not continued or assumed (i.e., the Performance Shares are not equitably converted into, or substituted for, a right to receive cash and/or equity of a successor entity or its affiliate), the Performance Shares that have not been cancelled shall become fully vested and shall be paid out to the Employee as soon as administratively practicable on or following the effective date of the Change in Control (but in no event later than 30 days after such event), provided that the Change in Control also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A of the Internal Revenue Code of 1986 (the “Code”) and the regulations and guidance issued thereunder (“Section 409A”), and such payout will not result in additional taxes under Section 409A. Otherwise, in the event of the occurrence of a Change in Control in which the Performance Shares are not continued or assumed, the vested Performance Shares shall be paid out at the earlier of the Employee’s termination of employment or the Performance Share Payment Date.

(ii) In the event of the occurrence of a Change in Control in which the Performance Shares are continued or assumed (i.e., the Performance Shares are equitably converted into, or substituted for, a right to receive cash and/or equity of a successor entity or its affiliate), the Performance Shares shall not vest upon the Change in Control, provided that the Performance Shares that have not vested under the other provisions of this Award shall become fully vested in the event that the Employee has a “qualifying termination of employment” within two years following the date of the Change in Control. In the event of the occurrence of a Change in Control in which the Performance Shares are continued or assumed, vested

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Performance Shares shall be paid out to the Employee at the earlier of the Employee’s termination of employment or the Performance Share Payment Date.

A “qualifying termination of employment” shall occur if the Company involuntarily terminates the Employee without “Cause” or the Employee voluntarily terminates for “Good Reason”. For this purpose, “Cause” shall mean:

•any material misappropriation of funds or property of the Company or its affiliate by the Employee;

•unreasonable and persistent neglect or refusal by the Employee to perform his or her duties which is not remedied within thirty (30) days after receipt of written notice from the Company; or

•conviction, including a plea of guilty or of nolo contendere, of the Employee of a securities law violation or a felony.

For this purpose, “Good Reason” means the occurrence after a Change in Control of any of the following circumstances without the Employee’s express written consent, unless such circumstances are fully corrected within 90 days of the Notice of Termination described below:

•the material diminution of the Employee’s duties, authorities or responsibilities from those in effect immediately prior to the Change in Control;

•a reduction in the Employee’s base salary or target bonus opportunity as in effect on the date immediately prior to the Change in Control;

•failure to provide the Employee with an annual long-term incentive opportunity the grant date value of which is equivalent to or greater in value than Employee’s regular annual long-term incentive opportunity in effect on the date of the Change of Control (counting only normal long-term incentive awards made as a part of the regular annual pay package, not special awards not made on a regular basis), calculated using widely recognized valuation methodologies by an experienced compensation consultant at a nationally recognized firm;

•the relocation of the Employee’s office from the location at which the Employee is principally employed immediately prior to the date of the Change in Control to a location 35 or more miles farther from the Employee’s residence immediately prior to the Change in Control, or the Company’s requiring the Employee to be based anywhere other than the Company’s offices at such location, except for required travel on the Company’s business to an extent substantially consistent with the Employee’s business travel obligations prior to the Change in Control; or

•the failure by the Company or its affiliate to pay any compensation or benefits due to the Employee.

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Any termination by the Employee for Good Reason shall be communicated by a Notice of Termination that (x) indicates the specific termination provision in the Award Agreement relied upon, and (y) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated. Such notice must be provided to the Company within ninety (90) days after the event that created the “Good Reason”.

(iii) If in connection with a Change in Control, the Performance Shares are assumed (i.e., the Performance Shares are equitably converted into, or substituted for, a right to receive cash and/or equity of a successor entity or its affiliate), the Performance Shares shall refer to the right to receive such cash and/or equity. An assumption of this Performance Share award must satisfy the following requirements:

•The converted or substituted award must be a right to receive an amount of cash and/or equity that has a value, measured at the time of such conversion or substitution, that is equal to the value of this Award as of the date of the Change in Control;

•Any equity payable in connection with a converted or substituted award must be publicly traded equity securities of the Company, a successor company or their direct or indirect parent company, and such equity issuable with respect to a converted or substituted award must be covered by a registration statement filed with the Securities Exchange Commission that permits the immediate sale of such shares on a national exchange;

•The vesting terms of any converted or substituted award must be substantially identical to the terms of this Award; and

•The other terms and conditions of any converted or substituted award must be no less favorable to the Employee than the terms of this Award are as of the date of the Change in Control (including the provisions that would apply in the event of a subsequent Change in Control).

The determination of whether the conditions of this Section 13(b)(iii) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

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(c) Legal Fees. The Company shall pay all legal fees, court costs, fees of experts and other costs and expenses when incurred by Employee in connection with any actual, threatened or contemplated litigation or legal, administrative or other proceedings involving the provisions of this Section 13, whether or not initiated by the Employee. The Company agrees to pay such amounts within 10 days following the Company’s receipt of an invoice from the Employee, provided that the Employee shall have submitted an invoice for such amounts at least 30 days before the end of the calendar year next following the calendar year in which such fees and disbursements were incurred.

14.    Employment or Similar Agreements. The provisions of Sections 1, 4, 5, 6 and 13 of these Terms and Conditions shall not be applied to or interpreted in a manner which would decrease the rights held by, or the payments owing to, an Employee under an employment agreement, termination benefits agreement or similar agreement with the Company that pre-exists the Grant Date and contains specific provisions applying to Plan awards in the case of any change in control or similar event or termination of employment, and if there is any conflict between the terms of such employment agreement, termination benefits agreement or similar agreement and the terms of Sections 1, 4, 5, 6 or 13, the employment agreement or termination benefits agreement shall control.

    15.    Grant Subject to Applicable Regulatory Approvals. Any grant of Performance Shares under the Plan is specifically conditioned on, and subject to, any regulatory approvals required in the Employee’s country. These approvals cannot be assured. If necessary approvals for grant or payment are not obtained, the Performance Shares may be cancelled or rescinded, or they may expire, as determined by the Company in its sole and absolute discretion.

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    16.    Applicable Laws and Consent to Jurisdiction. The validity, construction, interpretation and enforceability of this Agreement shall be determined and governed by the laws of the State of Delaware without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction in Virginia and agree that such litigation shall be conducted in the courts of Fairfax County, Virginia or the federal courts of the United States for the Eastern District of Virginia.

    17.    Compliance with Section 409A. This Award is intended to comply with the requirements of Section 409A so that no taxes under Section 409A are triggered, and shall be interpreted and administered in accordance with that intent (e.g., the definition of “termination of employment” (or similar term used herein) shall have the meaning ascribed to “separation from service” under Section 409A). If any provision of these Terms and Conditions would otherwise conflict with or frustrate this intent, the provision shall not apply. Notwithstanding any provision in this Award Agreement to the contrary and solely to the extent required by Section 409A, if the Employee is a “specified employee” within the meaning of Code Section 409A and if delivery of shares is being made in connection with the Employee’s separation from service other than by reason of the Employee’s death, delivery of the shares shall be delayed until six months and one day after the Employee’s separation from service with the Company (or, if earlier than the end of the six-month period, the date of the Employee’s death). The Company shall not be responsible or liable for the consequences of any failure of the Award to avoid taxation under Section 409A.

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Exhibit A

Performance Share Calculation

Subject to the Employee’s satisfaction of the applicable service requirements, the potential number of Performance Shares that the Employee may be awarded is the sum of the following:

(i)67% of the Employee’s Target Number of Performance Shares multiplied by the Applicable Percentage determined pursuant to the chart set forth below based on the Company’s Actual 2022-2023 Compensation Adjusted EBITDA versus the Company’s 2022-2023 Target Compensation Adjusted EBITDA; and

(ii)33% of the Employee’s Target Number of Performance Shares multiplied by the Applicable Percentage determined pursuant to the chart set forth below based on the Company’s Actual 2022-2023 FCF as a Percentage of Total Revenue versus the Company’s 2022-2023 Target FCF as a Percentage of Target Revenue.

Applicable Percentage Chart
	Actual Versus Target	Applicable Percentage
Below Threshold	Below 80%	0% - No Award
Threshold	80%	65%*
Target	100%	100%*
Maximum	110%	200%*
Above Maximum	More than 110%	200%

* The Applicable Percentage is calculated using straight line interpolation between points.

Definitions:

“2022 Target Compensation Adjusted EBITDA” means the target Compensation Adjusted EBITDA amount set by the Committee at its February 15, 2022 Committee meeting.

“2023 Target Compensation Adjusted EBITDA” means such amount set by the Committee, in its sole discretion, in the first 60 days of 2023.

“2022-2023 Target Compensation Adjusted EBITDA” means the sum of the 2022 Target Compensation Adjusted EBITDA and the 2023 Target Compensation Adjusted EBITDA.

“2022 Target Compensation Free Cash Flow as a Percentage of Target Revenue” means the target 2022 Compensation Free Cash Flow as a percentage of target revenue set by the Committee at its February 15, 2022 Committee meeting.

“2023 Target Compensation Free Cash Flow as a Percentage of Target Revenue” means the target 2023 Compensation Free Cash Flow as a percentage of target revenue set by the Committee, in its sole discretion, in the first 60 days of 2023.

“2022-2023 Target FCF as a Percentage of Target Revenue” means the average, weighted on the basis of the respective 2022 and 2023 target revenue amounts set by the Committee, of the 2022 Target Compensation Free Cash Flow as a Percentage of Target Revenue and the 2023 Target Compensation Free Cash Flow as a Percentage of Target Revenue.

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“Actual 2022-2023 Compensation Adjusted EBITDA” means the Company’s aggregate Compensation Adjusted EBITDA for its 2022 and 2023 fiscal years.

“Actual 2022-2023 Compensation Free Cash Flow” means the Company’s aggregate Compensation Free Cash Flow for its 2022 and 2023 fiscal years.

“Actual 2022-2023 Compensation Total Revenue” means the Company’s aggregate Compensation Total Revenue for its 2022 and 2023 fiscal years.

“Actual 2022-2023 FCF as a Percentage of Total Revenue” means the Actual 2022-2023 Compensation Free Cash Flow divided by the Actual 2022-2023 Compensation Total Revenue.

“Compensation Adjusted EBITDA” means net income from continuing operations before (1) interest expense, (2) income taxes, (3) equity income (losses) in unconsolidated investments, net, (4) other non-operating items, (5) severance expense, (6) facility consolidation charges, (7) impairment charges, (8) depreciation, (9) amortization, and (10) expense related to performance share long-term incentive awards and further adjusted to exclude unusual or non-recurring charges or credits to the extent and in the amount such items are separately reported or discussed in the audited financial statements and notes thereto or in management’s discussion and analysis of the financial statements in a period report filed with the Securities and Exchange Commission under the Exchange Act. 

“Compensation Free Cash Flow” means “net cash flow from operating activities” less “purchase of property and equipment” as reported in the Consolidated Statements of Cash Flows and adjusted to exclude (1) voluntary pension contributions, (2) capital expenditures required either by government regulators or due to natural disasters offset by any reimbursements of such expenditures (e.g., from US Government or insurance company), and (3) the same adjustments made to Compensation Adjusted EBITDA other than income taxes and interest to the extent of their impact on Compensation Free Cash Flow. When calculating Compensation Free Cash Flow actual changes in working capital for the year will be disregarded to the extent that are greater than or less than the collars specified by the Committee from the target change in working capital.

“Compensation Total Revenue” means “Total Operating Revenues” as reported in the Consolidated Statements of Income.

In its sole discretion, the Committee may make such modifications to the Company’s Compensation Adjusted EBITDA, Compensation Free Cash Flow and/or Compensation Total Revenue for any year as it deems appropriate to adjust for impacts so as to reflect the performance metric and not distort the calculation of the performance metric.

The Committee has the sole discretionary authority to make the above calculations and its decisions are binding on all parties.

Change In Control

In the event of a Change in Control, subject to the satisfaction of the applicable service requirements and rules set forth in Section 13 and provided that the Employee’s right to receive Performance Shares has not previously been cancelled or forfeited, the number of Performance Shares that may be awarded to an Employee is calculated, as follows:

(i)If the Change in Control occurs in 2022 or 2023, the number of Performance Shares shall equal the Target Number of Performance Shares; and

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(ii)If the Change in Control occurs in 2024 or later, the number of Performance Shares shall equal the number earned based on actual performance in 2022 and 2023 as determined by the Committee as constituted immediately prior to the Change in Control.

Feb. 2022

EX-10.2

EXHIBIT 10.2

AWARD AGREEMENT

STOCK UNITS

    The Leadership Development and Compensation Committeeof the TEGNA Inc. Board of Directors has approved an award of Restricted Stock Units (referred to herein as “Stock Units”) to you under the TEGNA Inc. 2020 Omnibus Incentive Compensation Plan (the “Plan”), as set forth below.

    This Award Agreement and the enclosed Terms and Conditions effective as of March 1, 2022, constitute the formal agreement governing this award.

    Please sign both copies of this Award Agreement to evidence your agreement with the terms hereof. Keep one copy and return the other to the undersigned.

          Please keep the enclosed Terms and Conditions for future reference.

Employee:	Location:
Grant Date:	3/1/22
Stock Unit Commencement Date:	3/1/22
Stock Unit Expiration Date:	2/28/26
Stock Unit Vesting Schedule:	25% of the Stock Units shall vest on 2/28/23*
	25% of the Stock Units shall vest on 2/28/24*
	25% of the Stock Units shall vest on 2/28/25*
	25% of the Stock Units shall vest on 2/28/26*
Payment Date:	25% of the Stock Units shall be paid on 3/1/23*
	25% of the Stock Units shall be paid on 3/1/24*
	25% of the Stock Units shall be paid on 3/1/25*
	25% of the Stock Units shall be paid on 3/1/26*

*Provided the Employee is continuously employed until such vesting dates and has not terminated employment on or before such vesting dates. Such dates are hereinafter referred to as the “Vesting Date” or “Payment Date” for the Stock Units that vest or are paid on such dates.

Number of Stock Units:
		TEGNA Inc.
	By:
Employee' Signature or Acceptance by		Jeffrey Newman
Electronic Signature		Senior Vice President/Human Resources

4858-1584-5899.2

STOCK UNITS

TERMS AND CONDITIONS

Under the

TEGNA Inc.

2020 Omnibus Incentive Compensation Plan

These Terms and Conditions, dated March 1, 2022, govern the grant of Restricted Stock Units (referred to herein as “Stock Units”) to the employee (the “Employee”) designated in the Award Agreement dated coincident with these Terms and Conditions. The Stock Units are granted under, and are subject to, the TEGNA Inc. (the “Company”) 2020 Omnibus Incentive Compensation Plan (the “Plan”). Terms used herein that are defined in the Plan shall have the meanings ascribed to them in the Plan. If there is any inconsistency between these Terms and Conditions and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms herein.

1.    Grant of Stock Units. Pursuant to the provisions of (i) the Plan, (ii) the individual Award Agreement governing the grant, and (iii) these Terms and Conditions, the Company has granted to the Employee the number of Stock Units set forth on the applicable Award Agreement. Each vested Stock Unit shall entitle the Employee to receive from the Company one share of the Company's common stock (“Common Stock”) upon the earliest of the Employee’s termination of employment, a Change in Control (but only to the extent provided in Section 14) or the Payment Date, as defined below. The Employee shall not be entitled to receive any shares of Common Stock with respect to unvested Stock Units, and the Employee shall have no further rights with regard to a Stock Unit once the underlying share of Common Stock has been delivered with respect to that Stock Unit.

2.    Payment Date. The Payment Date shall be the dates specified in the Award Agreement with respect to the Stock Units that are vested on such date under the schedule set forth in the Award Agreement.

4858-1584-5899.2

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3.    Vesting Schedule. Subject to the special vesting rules set forth in Sections 7, 14 and 15, the Stock Units shall vest in accordance with the Vesting Schedule specified in the Award Agreement to the extent that the Employee is continuously employed by the Company or its Subsidiaries until the Vesting Dates specified in the Vesting Schedule and has not terminated employment on or before such dates. An Employee will not be treated as remaining in continuous employment if the Employee’s employer ceases to be a Subsidiary of the Company.

4.    No Dividend Equivalents. No dividend equivalents shall be paid to the Employee with regard to the Stock Units.

5.    Delivery of Shares. The Company shall deliver to the Employee a certificate or certificates, or at the election of the Company make an appropriate book-entry, for the number of shares of Common Stock equal to the number of vested Stock Units as soon as administratively practicable (but always by the 30th day) after the earliest of the Employee’s termination of employment, a Change in Control (but only to the extent provided in Section 14) or the Payment Date. The number of shares delivered shall be reduced by the value of all taxes withheld by reason of such delivery; provided that the amount that is withheld, or may be withheld at the Employee’s discretion, cannot exceed the amount of the taxes owed by the Employee using the maximum statutory tax rate in the Employee’s applicable jurisdiction(s). The Employee shall not be entitled to receive any shares of Common Stock with respect to unvested Stock Units, and the Employee shall have no further rights with regard to a Stock Unit once the underlying share of Common Stock has been delivered with respect to that Stock Unit.

6.    Cancellation of Stock Units.

(a)    Termination of Employment. Subject to Sections 7, 14 and 15, all Stock Units granted to the Employee that have not vested as of the date of the Employee’s termination of employment shall automatically be cancelled upon the Employee’s termination of employment.

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Unvested Stock Units shall also be cancelled in connection with an event that results in the Employee’s employer ceasing to be a Subsidiary of the Company.

(b)    Forfeiture of Stock Units/Recovery of Common Stock. Stock Units granted under this Award Agreement are subject to the Company’s Recoupment Policy, dated as of February 26, 2013, as amended as of December 7, 2018, and which may be further amended from time-to-time with retroactive effect. In addition, the Company may assert any other remedies that may be available to the Company under applicable law, including, without limitation, those available under Section 304 of the Sarbanes-Oxley Act of 2002.

7.    Death, Disability, Retirement. In the event that the Employee’s employment terminates on or prior to the Stock Unit Expiration Date by reason of death, permanent disability (as determined under the Company’s Long Term Disability Plan), termination of employment after attaining age 65 (other than for “Cause”), or termination of employment after both attaining age 55 and completing at least 5 years of service (other than for “Cause”), the Employee (or in the case of the Employee's death, the Employee's estate or designated beneficiary) shall become vested in a number of Stock Units equal to the product of (i) the total number of Stock Units in which the Employee would have become vested upon the Stock Unit Expiration Date had the Employee's employment not terminated, and (ii) a fraction, the numerator of which shall be the number of full calendar months between the Stock Unit Commencement Date and the date that employment terminated, and the denominator of which shall be the number of full calendar months from the Stock Unit Commencement Date to the Stock Unit Expiration Date; provided such number of Stock Units so vested shall be reduced by the number of Stock Units that had previously become vested. In the event the Employee is terminated for “Cause” all unpaid awards shall be forfeited. “Cause” shall mean a termination of the Employee’s employment

4858-1584-5899.2

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following the occurrence of any of the following events, each of which shall constitute a “Cause” for such termination:

(i)any material misappropriation of funds or property of the Company or its affiliate by the Employee;

(ii)unreasonable and persistent neglect or refusal by the Employee to perform his or her duties which is not remedied within thirty (30) days after receipt of written notice from the Company;

(iii)conviction, including a plea of guilty or of nolo contendere, of the Employee of a securities law violation or a felony;

(iv)material violation of the Company’s employment policies by the Employee; or

(v)material harm to the Company(financial, competitive, reputational or otherwise) caused by the Employee’s gross negligence, intentional misconduct or knowing or reckless disregard of supervisory responsibility for a direct report who engaged in gross negligence or intentional misconduct.

The Committee, in its sole discretion, shall be responsible for making the determination whether an Employee’s termination is for “Cause”, and its decision shall be binding on all parties.

8.    Non-Assignability. Stock Units may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Stock Units be made subject to execution, attachment or similar process.

9.    Rights as a Shareholder. The Employee shall have no rights as a shareholder by reason of the Stock Units.

10.    Discretionary Plan; Employment. The Plan is discretionary in nature and may be suspended or terminated by the Company at any time. With respect to the Plan, (a) each grant of Stock Units is a one-time benefit which does not create any contractual or other right to receive

4858-1584-5899.2

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future grants of Stock Units, or benefits in lieu of Stock Units; (b) all determinations with respect to any such future grants, including, but not limited to, the times when the Stock Units shall be granted, the number of Stock Units, the Vesting Dates and the Payment Dates, will be at the sole discretion of the Company; (c) the Employee’s participation in the Plan shall not create a right to further employment with the Employee’s employer and shall not interfere with the ability of the Employee’s employer to terminate the Employee’s employment relationship at any time with or without cause; (d) the Employee’s participation in the Plan is voluntary; (e) the Stock Units are not part of normal and expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payment, bonuses, long-service awards, pension or retirement benefits, or similar payments; and (f) the future value of the Stock Units is unknown and cannot be predicted with certainty.

11.    Effect of Plan and these Terms and Conditions. The Plan is hereby incorporated by reference into these Terms and Conditions, and these Terms and Conditions are subject in all respects to the provisions of the Plan, including without limitation the authority of the Leadership Development and Compensation Committee of the Board of Directors of the Company (the “Committee”) in its sole discretion to adjust awards and to make interpretations and other determinations with respect to all matters relating to the applicable Award Agreements, these Terms and Conditions, the Plan and awards made pursuant thereto. These Terms and Conditions shall apply to the grant of Stock Units made to the Employee on the date hereof and shall not apply to any future grants of Stock Units made to the Employee.

12.    Notices. Notices hereunder shall be in writing and if to the Company shall be addressed to the Secretary of the Company at 8350 Broad Street, Suite 2000, Tysons, Virginia 22102, and, if to the Employee, shall be addressed to the Employee at his or her address as it appears on the Company's records.

4858-1584-5899.2

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13.    Successors and Assigns. The applicable Award Agreement and these Terms and Conditions shall be binding upon and inure to the benefit of the successors and assigns of the Company and, to the extent provided in Section 7 hereof, to the estate or designated beneficiary of the Employee.

14.    Change in Control Provisions.

Notwithstanding anything to the contrary in these Terms and Conditions, the following provisions shall apply to all Stock Units granted under the attached Award Agreement.

(a)    Definitions.

As used in Articles 2 and 14 of the Plan and in these Terms and Conditions, a “Change in Control” shall mean the first to occur of the following:

(i)    the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or one of its affiliates or (iv) any acquisition pursuant to a transaction that complies with Sections 14(a)(iii)(A), 14(a)(iii)(B) and 14(a)(iii)(C);

(ii)    individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided,

4858-1584-5899.2

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however, that any individual becoming a director subsequent to the date hereof whose election or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(iii)    consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation or entity resulting from such Business Combination (including, without limitation, a corporation or entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or any corporation or entity resulting from such Business

4858-1584-5899.2

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Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation or entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation or entity, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation or entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(iv)    approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(b)    Acceleration Provisions. (i) In the event of the occurrence of a Change in Control in which the Stock Units are not continued or assumed (i.e., the Stock Units are not equitably converted into, or substituted for, a right to receive cash and/or equity of a successor entity or its affiliate), the Stock Units that have not been cancelled or paid out shall become fully vested. The vested Stock Units shall be paid out to the Employee as soon as administratively practicable on or following the effective date of the Change in Control (but in no event later than 30 days after such event); provided that the Change in Control also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A of the Internal Revenue Code of 1986 (the “Code”) and the regulations and guidance issued thereunder (“Section 409A”), and such payout will not result in additional taxes under Section 409A. Otherwise, the vested Stock Units shall be paid out as soon as administratively practicable after the earlier of the Employee’s termination of employment or the applicable Payment Date for such Stock Units (but in no event later than 30 days after such events).

4858-1584-5899.2

-9-

(ii)    In the event of the occurrence of a Change in Control in which the Stock Units are continued or assumed (i.e., the Stock Units are equitably converted into, or substituted for, a right to receive cash and/or equity of a successor entity or its affiliate), the Stock Units shall not vest upon the Change in Control, provided that the Stock Units that are not subsequently vested and paid under the other provisions of this Award shall become fully vested in the event that the Employee has a “qualifying termination of employment” within two years following the date of the Change in Control. In the event of the occurrence of a Change in Control in which the Stock Units are continued or assumed, vested Stock Units shall be paid out as soon as administratively practicable after the earlier of the Employee’s termination of employment or the applicable Payment Date for such Stock Units (but in no event later than 30 days after such events).

A “qualifying termination of employment” shall occur if the Company involuntarily terminates the Employee without “Cause” or the Employee voluntarily terminates for “Good Reason”. For this purpose, “Cause” shall mean:

•any material misappropriation of funds or property of the Company or its affiliate by the Employee;

•unreasonable and persistent neglect or refusal by the Employee to perform his or her duties which is not remedied within thirty (30) days after receipt of written notice from the Company; or

•conviction, including a plea of guilty or of nolo contendere, of the Employee of a securities law violation or a felony.

For this purpose, “Good Reason” means the occurrence after a Change in Control of any of the following circumstances without the Employee’s express written consent, unless such circumstances are fully corrected within 90 days of the Notice of Termination described below:

•the material diminution of the Employee’s duties, authorities or responsibilities from those in effect immediately prior to the Change in Control;

•a reduction in the Employee’s base salary or target bonus opportunity as in effect on the date immediately prior to the Change in Control;

4858-1584-5899.2

-10-

•failure to provide the Employee with an annual long-term incentive opportunity the grant date value of which is equivalent to or greater in value than Employee’s regular annual long-term incentive opportunity in effect on the date of the Change of Control (counting only normal long-term incentive awards made as a part of the regular annual pay package, not special awards not made on a regular basis), calculated using widely recognized valuation methodologies by an experienced compensation consultant at a nationally recognized firm;

•the relocation of the Employee’s office from the location at which the Employee is principally employed immediately prior to the date of the Change in Control to a location 35 or more miles farther from the Employee’s residence immediately prior to the Change in Control, or the Company’s requiring the Employee to be based anywhere other than the Company’s offices at such location, except for required travel on the Company’s business to an extent substantially consistent with the Employee’s business travel obligations prior to the Change in Control; or

•the failure by the Company or its affiliate to pay any compensation or benefits due to the Employee.

Any termination by the Employee for Good Reason shall be communicated by a Notice of Termination that (x) indicates the specific termination provision in the Award Agreement relied upon, and (y) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated. Such notice must be provided to the Company within ninety (90) days after the event that created the “Good Reason”.

(iii)    If in connection with a Change in Control, the Stock Units are assumed (i.e., the Stock Units are equitably converted into, or substituted for, a right to receive cash and/or equity of a successor entity or its affiliate), the Stock Units shall refer to the right to receive such cash and/or equity. An assumption of this Stock Unit award must satisfy the following requirements:

•The converted or substituted award must be a right to receive an amount of cash and/or equity that has a value, measured at the time of such conversion or substitution, that is equal to the value of this Award as of the date of the Change in Control;

•Any equity payable in connection with a converted or substituted award must be publicly traded equity securities of the Company, a successor company or their direct or indirect parent company, and such equity issuable with respect to a converted or substituted award must be covered by a registration statement filed with the Securities Exchange Commission that permits the immediate sale of such shares on a national exchange;

4858-1584-5899.2

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•The vesting terms of any converted or substituted award must be substantially identical to the terms of this Award; and

•The other terms and conditions of any converted or substituted award must be no less favorable to the Employee than the terms of this Award are as of the date of the Change in Control (including the provisions that would apply in the event of a subsequent Change in Control).

The determination of whether the conditions of this Section 14(b)(iii) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

(c) Legal Fees. The Company shall pay all legal fees, court costs, fees of experts and other costs and expenses when incurred by Employee in connection with any actual, threatened or contemplated litigation or legal, administrative or other proceedings involving the provisions of this Section 14, whether or not initiated by the Employee. The Company agrees to pay such amounts within 10 days following the Company’s receipt of an invoice from the Employee, provided that the Employee shall have submitted an invoice for such amounts at least 30 days before the end of the calendar year next following the calendar year in which such fees and disbursements were incurred.

15.    Employment or Similar Agreements. The provisions of Sections 1, 3, 5, 6, 7 and 14 of these Terms and Conditions shall not be applied to or interpreted in a manner which would decrease the rights held by, or the payments owing to, an Employee under an employment agreement, termination benefits agreement or similar agreement with the Company that pre-exists the Grant Date and contains specific provisions applying to Plan awards in the case of any change in control or similar event or termination of employment, and if there is any conflict between the terms of such employment agreement, termination benefits agreement or similar agreement and the terms of Sections 1, 3, 5, 6, 7 and 14, the employment agreement, termination benefits agreement or similar agreement shall control.

4858-1584-5899.2

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    16.    Grant Subject to Applicable Regulatory Approvals. Any grant of Stock Units under the Plan is specifically conditioned on, and subject to, any regulatory approvals required in the Employee’s country. These approvals cannot be assured. If necessary approvals for grant or payment are not obtained, the Stock Units may be cancelled or rescinded, or they may expire, as determined by the Company in its sole and absolute discretion.

    17.    Applicable Laws and Consent to Jurisdiction. The validity, construction, interpretation and enforceability of this Agreement shall be determined and governed by the laws of the State of Delaware without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction in Virginia and agree that such litigation shall be conducted in the courts of Fairfax County, Virginia or the federal courts of the United States for the Eastern District of Virginia.

    18.    Compliance with Section 409A. This Award is intended to comply with the requirements of Section 409A so that no taxes under Section 409A are triggered, and shall be interpreted and administered in accordance with that intent (e.g., the definition of “termination of employment” (or similar term used herein) shall have the meaning ascribed to “separation from service” under Section 409A). If any provision of these Terms and Conditions would otherwise conflict with or frustrate this intent, the provision shall not apply. Notwithstanding any provision in this Award Agreement to the contrary and solely to the extent required by Section 409A, if the Employee is a “specified employee” within the meaning of Code Section 409A and if delivery of shares is being made in connection with the Employee’s separation from service other than by reason of the Employee’s death, delivery of the shares shall be delayed until six months and one day after the Employee’s separation from service with the Company (or, if earlier than the end of

4858-1584-5899.2

-13-

the six-month period, the date of the Employee’s death). The Company shall not be responsible or liable for the consequences of any failure of the Award to avoid taxation under Section 409A.

2022

US employees

4858-1584-5899.2

EX-31.1

EXHIBIT 31-1

CERTIFICATIONS

I, David T. Lougee, certify that:

1.I have reviewed this quarterly report on Form 10-Q of TEGNA Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ David T. Lougee

David T. Lougee
President and Chief Executive Officer (principal executive officer)

Date: May 9, 2022

EX-31.2

EXHIBIT 31-2

CERTIFICATIONS

I, Victoria D. Harker, certify that:

1.I have reviewed this quarterly report on Form 10-Q of TEGNA Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Victoria D. Harker

Victoria D. Harker
Chief Financial Officer (principal financial officer)

Date: May 9, 2022

EX-32.1

EXHIBIT 32-1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of TEGNA Inc. (“TEGNA”) on Form 10-Q for the quarter ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David T. Lougee, president and chief executive officer of TEGNA, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of TEGNA.

/s/ David T. Lougee

David T. Lougee
President and Chief Executive Officer (principal executive officer)

May 9, 2022

EX-32.2

EXHIBIT 32-2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of TEGNA Inc. (“TEGNA”) on Form 10-Q for the quarter ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Victoria D. Harker, chief financial officer of TEGNA, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of TEGNA.

/s/ Victoria D. Harker

Victoria D. Harker
Chief Financial Officer (principal financial officer)

May 9, 2022

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	Apr. 30, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	1-6961
Entity Registrant Name	TEGNA INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	16-0442930
Entity Address, Address Line One	8350 Broad Street, Suite 2000,
Entity Address, City or Town	Tysons,
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22102-5151
City Area Code	(703)
Local Phone Number	873-6600
Title of 12(b) Security	Common Stock
Trading Symbol	TGNA
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock Shares Outstanding		222,851,730
Entity Central Index Key	0000039899
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 43,316	$ 56,989
Accounts receivable, net of allowances of $4,810 and $4,371, respectively	641,960	642,280
Other receivables	13,508	15,496
Syndicated programming rights	39,378	53,100
Prepaid expenses and other current assets	30,589	19,724
Total current assets	768,751	787,589
Property and equipment
Cost	1,058,682	1,053,851
Less accumulated depreciation	(601,343)	(586,656)
Net property and equipment	457,339	467,195
Intangible and other assets
Goodwill	2,981,587	2,981,587
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $313,593 and $298,593, respectively	2,426,488	2,441,488
Right-of-use assets for operating leases	84,500	87,279
Investments and other assets	135,080	152,508
Total intangible and other assets	5,627,655	5,662,862
Total assets	6,853,745	6,917,646
Current liabilities
Accounts payable	86,984	72,996
Accrued liabilities
Compensation	38,492	55,179
Interest	12,795	45,905
Contracts payable for programming rights	104,981	98,534
Other	89,367	91,098
Income taxes payable	47,176	11,420
Total current liabilities	379,795	375,132
Noncurrent liabilities
Deferred income tax liability	550,998	548,374
Long-term debt	3,066,783	3,231,970
Pension liabilities	56,428	58,063
Operating lease liabilities	85,926	88,970
Other noncurrent liabilities	78,536	79,102
Total noncurrent liabilities	3,838,671	4,006,479
Total liabilities	4,218,466	4,381,611
Commitments and contingent liabilities (see Note 9)
Redeemable noncontrolling interest (see Note 1)	16,430	16,129
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	7,479,795	7,459,380
Accumulated other comprehensive loss	(111,834)	(97,216)
Less treasury stock at cost, 101,681,915 shares and 103,012,455 shares, respectively	(5,101,472)	(5,194,618)
Total equity	2,618,849	2,519,906
Total liabilities, redeemable noncontrolling interest and equity	$ 6,853,745	$ 6,917,646

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Allowance for doubtful accounts receivable	$ 4,810	$ 4,371
Accumulated amortization	$ 313,593	$ 298,593
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, authorized shares (in shares)	800,000,000	800,000,000
Common stock, issued shares (in shares)	324,418,632	324,418,632
Treasury stock, shares (in shares)	101,681,915	103,012,455

XML

Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands		3 Months Ended
		Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenues		$ 774,123	$ 727,051
Operating expenses:
Cost of revenues	[1]	411,450	394,692
Business units - Selling, general and administrative expenses		101,969	89,326
Corporate - General and administrative expenses		21,320	16,870
Depreciation		15,305	15,896
Amortization of intangible assets		15,000	15,760
Spectrum repacking reimbursements and other, net		(58)	(1,423)
Total		564,986	531,121
Operating income		209,137	195,930
Non-operating (expense) income:
Equity loss in unconsolidated investments, net		(3,811)	(1,329)
Interest expense		(43,620)	(46,485)
Other non-operating items, net		17,319	330
Total		(30,112)	(47,484)
Income before income taxes		179,025	148,446
Provision for income taxes		44,738	35,614
Net Income		134,287	112,832
Net income attributable to redeemable noncontrolling interest		(53)	(215)
Net income attributable to TEGNA Inc.		$ 134,234	$ 112,617
Earnings per share:
Basic (in dollars per share)		$ 0.60	$ 0.51
Diluted (in dollars per share)		$ 0.60	$ 0.51
Weighted average number of common shares outstanding:
Basic shares (in shares)		222,712	220,602
Diluted shares (in shares)		223,240	221,198

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

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Net Income	$ 134,287	$ 112,832
Other comprehensive income, before tax:
Foreign currency translation adjustments	142	496
Recognition of previously deferred post-retirement benefit plan costs	975	1,225
Realized gain on available-for-sale investment during the period	(20,800)	0
Other comprehensive (loss) income, before tax	(19,683)	1,721
Income tax effect related to components of other comprehensive income	5,065	(443)
Other comprehensive income, net of tax	(14,618)	1,278
Comprehensive income	119,669	114,110
Comprehensive income attributable to redeemable noncontrolling interest	(53)	(215)
Total comprehensive income	$ 119,616	$ 113,895

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net Income	$ 134,287	$ 112,832
Adjustments to reconcile net income to net cash flow from operating activities:
Depreciation and amortization	30,305	31,656
Stock-based compensation	10,495	8,761
Company stock 401(k) contribution	5,338	5,304
Gains on assets, net	(18,308)	0
Equity loss from unconsolidated investments, net	3,811	1,329
Pension contributions including income, net of expense	(585)	(4,410)
Change in other assets and liabilities, net of acquisitions:
Increase in trade receivables	(120)	(63,120)
Increase (decrease) in accounts payable	13,987	(15,077)
Increase in interest and taxes payable, net	13,663	4,320
Increase in deferred revenue	2,298	923
Change in other assets and liabilities, net	1,089	(24,447)
Net cash flow from operating activities	196,260	58,071
Cash flows from investing activities:
Purchase of property and equipment	(5,538)	(13,185)
Reimbursements from spectrum repacking	58	1,423
Payments for acquisitions of businesses	0	(13,341)
Purchases of investments	(2,216)	(157)
Proceeds from investments	0	2,022
Proceeds from sale of assets	366	7
Net cash flow used for investing activities	(7,330)	(23,231)
Cash flows from financing activities:
Payments under revolving credit facilities, net	(166,000)	(37,000)
Dividends paid	(21,151)	(15,439)
Other, net	(15,452)	(10,516)
Net cash flow used for financing activities	(202,603)	(62,955)
Decrease in cash	(13,673)	(28,115)
Balance of cash, beginning of period	56,989	40,968
Balance of cash, end of period	43,316	12,853
Supplemental cash flow information:
Cash refunds from income taxes, net of payments	(248)	(33)
Cash paid for interest	$ 75,063	$ 76,045

XML

Consolidated Statements of Equity And Redeemable Noncontrolling Interest - USD ($) $ in Thousands	Total	Common stock	Additional paid-in capital	Retained earnings	Accumulated other comprehensive loss	Treasury stock
Beginning balance at Dec. 31, 2020	$ 14,933
Redeemable noncontrolling interest
Net income	215
Adjustment of redeemable noncontrolling interest to redemption value	72
Ending balance at Mar. 31, 2021	15,220
Beginning balance at Dec. 31, 2020	2,058,095	$ 324,419	$ 113,267	$ 7,075,640	$ (121,076)	$ (5,334,155)
Total Equity
Net income	112,617			112,617
Other comprehensive income, net of tax	1,278				1,278
Total comprehensive income	113,895
Dividends declared	(36,469)			(36,469)
Company stock 401(k) contribution	5,304		(16,254)			21,558
Stock-based awards activity	(10,516)		(78,518)			68,002
Stock-based compensation	8,761		8,761
Adjustment of redeemable noncontrolling interest to redemption value	(72)			(72)
Other activity	340		340
Ending balance at Mar. 31, 2021	2,139,338	324,419	27,596	7,151,716	(119,798)	(5,244,595)
Beginning balance at Dec. 31, 2021	16,129
Redeemable noncontrolling interest
Net income	53
Adjustment of redeemable noncontrolling interest to redemption value	248
Ending balance at Mar. 31, 2022	16,430
Beginning balance at Dec. 31, 2021	2,519,906	324,419	27,941	7,459,380	(97,216)	(5,194,618)
Total Equity
Net income	134,234			134,234
Other comprehensive income, net of tax	(14,618)				(14,618)
Total comprehensive income	119,616
Dividends declared	(21,150)			(21,150)
Company stock 401(k) contribution	5,338		(1,322)	(11,275)		17,935
Stock-based awards activity	(15,452)		(9,517)	(81,146)		75,211
Stock-based compensation	10,495		10,495
Adjustment of redeemable noncontrolling interest to redemption value	(248)			(248)
Other activity	344		344
Ending balance at Mar. 31, 2022	$ 2,618,849	$ 324,419	$ 27,941	$ 7,479,795	$ (111,834)	$ (5,101,472)

XML

Consolidated Statements of Equity And Redeemable Noncontrolling Interest (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Stockholders' Equity [Abstract]
Dividends declared per share (in dollars per share)	$ 0.095	$ 0.165

XML

Accounting policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Accounting policies

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.

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 one operating and reportable segment, which primarily consists of our 64 television stations and two 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 is subject to the approval of the Merger Agreement by the stockholders of TEGNA and the satisfaction of customary closing conditions, including receipt of applicable regulatory approvals, and is expected to close in the second half of 2022. On April 13, 2022, we filed with the SEC a definitive proxy statement (the Proxy Statement) with respect to a special meeting of TEGNA stockholders to be held on May 17, 2022 to consider and vote upon the Merger and related proposals. Please refer to the Proxy Statement for more information.

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

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

On March 10, 2022, TEGNA, Parent, Merger Sub, and, solely for purposes of certain provisions specified therein, the other Parent Restructuring Entities, entered into an amendment to the Merger Agreement (the Amendment). The Amendment provides, among other things and subject to the terms and conditions set forth therein, that certain regulatory efforts covenants will apply with respect to certain station transfers from Parent or an affiliate of Parent to CMG or an affiliate of CMG that are contemplated to be consummated as of immediately following the Effective Time.

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

New accounting guidance not yet adopted: There is currently no pending accounting guidance 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 March 31, 2022, our allowance for doubtful accounts was $4.8 million as compared to $4.4 million as of December 31, 2021.

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. Gray’s investment allows it to sell its interest to Premion if there is a change in control of TEGNA or if the existing commercial agreement terminates. Since redemption of the minority ownership interest is outside our control, Gray’s equity interest is presented outside of the Equity section on the Condensed Consolidated Balance Sheet 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.

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. 2022, 2020 etc.) and particularly in the second half of those years; and 4) other services, such as production of programming, tower rentals and distribution of our local news content.

Revenue earned by these sources in the first three months of 2022 and 2021 are shown below (amounts in thousands):

	Quarter ended Mar. 31,
	2022		2021
Subscription	$	391,654	$	386,737
Advertising & Marketing Services	354,467		322,834
Political	17,965		9,428
Other	10,037		8,052
Total revenues	$	774,123	$	727,051

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Goodwill and other intangible assets

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and other intangible assets

Goodwill and other intangible assets

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

	Mar. 31, 2022				Dec. 31, 2021
	Gross		Accumulated Amortization		Gross		Accumulated Amortization
Goodwill	$	2,981,587	$	—	$	2,981,587	$	—
Indefinite-lived intangibles:
Television and radio station FCC broadcast licenses	2,123,898		—		2,123,898		—
Amortizable intangible assets:
Retransmission agreements	235,215		(175,153)		235,215		(168,439)
Network affiliation agreements	309,503		(103,312)		309,503		(97,195)
Other	71,465		(35,128)		71,465		(32,959)
Total indefinite-lived and amortizable intangible assets	$	2,740,081	$	(313,593)	$	2,740,081	$	(298,593)

Our retransmission agreements and network affiliation agreements are amortized on a straight-line basis over their estimated useful lives. Other intangibles primarily include distribution agreements from our multicast networks acquisition, which are also amortized on a straight-line basis over their useful lives.

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Investments and other assets

3 Months Ended

Mar. 31, 2022

Investments, All Other Investments [Abstract]

Investments and other assets

Investments and other assets

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

	Mar. 31, 2022		Dec. 31, 2021
Cash value insurance	$	50,817	$	53,189
Available-for-sale debt security	—		23,800
Equity method investments	17,382		21,986
Other equity investments	20,158		20,331
Deferred debt issuance costs	4,924		5,805
Other long-term assets	41,799		27,397
Total	$	135,080	$	152,508

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 hold a debt security investment issued by MadHive, Inc. (MadHive), that we classify 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. The debt security includes features that allow us to convert investment into equity ownership upon the occurrence of certain events. 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, 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 will mature and become due in June 2022 and therefore its $3.0 million fair value has been reclassified as a current asset in “Other receivables” within our Condensed Consolidated Balance Sheet. See Note 9 for additional information regarding our related party transactions with MadHive.

Other equity investments: Represents investments in non-public businesses that do not have readily determinable pricing, and for which we do not have control or do not exert significant influence. These investments are recorded at cost less

impairments, if any, plus or minus changes in observable prices for those investments. In the first quarter of 2022, we recorded a $2.5 million impairment charge, in “Other non-operating items, net” within our Consolidated Statement of Income, due to the decline in the fair value of one of our investments.

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

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Long-term debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Long-term debt

Long-term debt

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

	Mar. 31, 2022		Dec. 31, 2021
Borrowings under revolving credit agreement expiring August 2024	$	—	$	166,000
Unsecured notes bearing fixed rate interest at 4.75% due March 2026	550,000		550,000
Unsecured notes bearing fixed rate interest at 7.75% due June 2027	200,000		200,000
Unsecured notes bearing fixed rate interest at 7.25% due September 2027	240,000		240,000
Unsecured notes bearing fixed rate interest at 4.625% due March 2028	1,000,000		1,000,000
Unsecured notes bearing fixed rate interest at 5.00% due September 2029	1,100,000		1,100,000
Total principal long-term debt	3,090,000		3,256,000
Debt issuance costs	(30,295)		(31,378)
Unamortized premiums	7,078		7,348
Total long-term debt	$	3,066,783	$	3,231,970

As of March 31, 2022, cash and cash equivalents totaled $43.3 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.

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Retirement plans

3 Months Ended

Mar. 31, 2022

Retirement Benefits [Abstract]

Retirement plans

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 March 31, 2022, were $62.4 million, of which $6.0 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, are presented in the following table (in thousands):

	Quarter ended Mar. 31,
	2022		2021
Interest cost on benefit obligation	$	4,300	$	3,950
Expected return on plan assets	(4,900)		(8,650)
Amortization of prior service cost	(125)		25
Amortization of actuarial loss	1,100		1,200
Expense (income) from company-sponsored retirement plans	$	375	$	(3,475)

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 three months ended March 31, 2022 and 2021, we did not make any cash contributions to the TRP. We made benefit payments to participants of the SERP of $0.9 million during both of the three month periods ending March 31, 2022 and 2021. 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). We expect to make additional cash payments of $5.0 million to our SERP participants during the remainder of 2022.

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Accumulated other comprehensive loss

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Accumulated other comprehensive loss

Accumulated other comprehensive loss

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

	Retirement Plans		Foreign Currency Translation		Available-For-Sale Investment		Total
Quarters Ended:
Balance at Dec. 31, 2021	$	(113,090)	$	455	$	15,419	$	(97,216)
Other comprehensive income before reclassifications	—		77		—		77
Amounts reclassified from AOCL	724		—		(15,419)		(14,695)
Total other comprehensive income (loss)	724		77		(15,419)		(14,618)
Balance at Mar. 31, 2022	$	(112,366)	$	532	$	—	$	(111,834)
Balance at Dec. 31, 2020	$	(120,979)	$	(97)	$	—	$	(121,076)
Other comprehensive loss before reclassifications	—		369		—		369
Amounts reclassified from AOCL	909		—		—		909
Total other comprehensive income	909		369		—		1,278
Balance at Mar. 31, 2021	$	(120,070)	$	272	$	—	$	(119,798)

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 Mar. 31,
	2022		2021
Amortization of prior service (credit) cost, net	$	(125)	$	25
Amortization of actuarial loss	1,100		1,200
Realized gain on available-for-sale investment	(20,800)		—
Total reclassifications, before tax	(19,825)		1,225
Income tax effect	5,130		(316)
Total reclassifications, net of tax	$	(14,695)	$	909

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Earnings per share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Earnings per share

Earnings per share

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

	Quarter ended Mar. 31,
	2022		2021
Net Income	$	134,287	$	112,832
Net income attributable to the noncontrolling interest	(53)		(215)
Adjustment of redeemable noncontrolling interest to redemption value	(248)		(72)
Earnings available to common shareholders	$	133,986	$	112,545
Weighted average number of common shares outstanding - basic	222,712		220,602
Effect of dilutive securities:
Restricted stock units	321		410
Performance shares	207		182
Stock options	—		4
Weighted average number of common shares outstanding - diluted	223,240		221,198
Earnings per share - basic	$	0.60	$	0.51
Earnings per share - diluted	$	0.60	$	0.51

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

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Fair value measurement

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair value measurement

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 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 significant inputs not observable in the market, and thus represented a Level 3 fair value measurement. We also hold other financial instruments, including cash and cash equivalents, receivables, accounts payable and debt. The carrying amounts for cash and cash equivalents, receivables and accounts payable approximated their fair values. The fair value of our total debt, based on the bid and ask quotes for the related debt (Level 2), totaled $3.15 billion at March 31, 2022, and $3.40 billion at December 31, 2021.

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Other matters

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Other matters

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 seven other broadcasters settled a DOJ complaint alleging the exchange of competitively sensitive information in the broadcast television industry. In June 2019, we and four 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 has not been material, nor do we expect future compliance costs to be material.

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

These cases have been consolidated into a single proceeding in the United States District Court for the Northern District of Illinois, captioned Clay, Massey & Associates, P.C. v. Gray Television, Inc. et. al., filed on July 30, 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 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. We deny any violation of law, 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 May 9, 2022, 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). One such lawsuit was voluntarily dismissed on April 1, 2022. The complaints generally allege that the preliminary proxy statement filed by TEGNA 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.

In addition, as of May 9, 2022, four demand letters have been sent to TEGNA in connection with the Merger. The demand letters were each sent on behalf of a purported TEGNA stockholder, and each alleges similar deficiencies in the Proxy Statement as those noted in the complaints referenced above.

We believe that the claims asserted in the complaints and letters described above are without merit. Additional lawsuits arising out of the Merger may also be filed in the future.

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

Related Party Transactions

We have investments in the form of equity and debt in MadHive which is a related party of TEGNA (see Note 3 for additional information). In addition to our investment, we also have a commercial agreement with MadHive, under which MadHive supports our Premion business in acquiring over-the-top advertising inventory and delivering corresponding advertising impressions. In the first quarter of 2022 and 2021, we incurred an expense of $26.0 million and $23.9 million, respectively, as a result of the commercial agreement with MadHive. As of March 31, 2022, and December 31, 2021 we had accounts payable and accrued liabilities associated with the MadHive commercial agreements of $17.2 million and $8.9 million, respectively.

In December 2021, we renewed our two existing commercial agreements with MadHive. Simultaneously with the commercial agreement renewals, we also amended the terms of our existing available-for-sale convertible debt security as discussed in Note 3. 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 we will amortize 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.

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Accounting policies (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of presentation

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.

Use of estimates

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.

Consolidation

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.

Merger Agreement

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 is subject to the approval of the Merger Agreement by the stockholders of TEGNA and the satisfaction of customary closing conditions, including receipt of applicable regulatory approvals, and is expected to close in the second half of 2022. On April 13, 2022, we filed with the SEC a definitive proxy statement (the Proxy Statement) with respect to a special meeting of TEGNA stockholders to be held on May 17, 2022 to consider and vote upon the Merger and related proposals. Please refer to the Proxy Statement for more information.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.

Accounting guidance adopted in 2022 and New accounting guidance not yet adopted

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

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

Trade receivables and allowances for doubtful accounts

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.

Redeemable Noncontrolling interest

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. Gray’s investment allows it to sell its interest to Premion if there is a change in control of TEGNA or if the existing commercial agreement terminates. Since redemption of the minority ownership interest is outside our control, Gray’s equity interest is presented outside of the Equity section on the Condensed Consolidated Balance Sheet in the caption “Redeemable noncontrolling interest.”

Treasury Stock

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.

Revenue recognition

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. 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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Accounting policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Schedule of Disaggregation of Revenue

Revenue earned by these sources in the first three months of 2022 and 2021 are shown below (amounts in thousands):

	Quarter ended Mar. 31,
	2022		2021
Subscription	$	391,654	$	386,737
Advertising & Marketing Services	354,467		322,834
Political	17,965		9,428
Other	10,037		8,052
Total revenues	$	774,123	$	727,051

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Goodwill and other intangible assets (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill

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

	Mar. 31, 2022				Dec. 31, 2021
	Gross		Accumulated Amortization		Gross		Accumulated Amortization
Goodwill	$	2,981,587	$	—	$	2,981,587	$	—
Indefinite-lived intangibles:
Television and radio station FCC broadcast licenses	2,123,898		—		2,123,898		—
Amortizable intangible assets:
Retransmission agreements	235,215		(175,153)		235,215		(168,439)
Network affiliation agreements	309,503		(103,312)		309,503		(97,195)
Other	71,465		(35,128)		71,465		(32,959)
Total indefinite-lived and amortizable intangible assets	$	2,740,081	$	(313,593)	$	2,740,081	$	(298,593)

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Investments and other assets (Tables)

3 Months Ended

Mar. 31, 2022

Investments, All Other Investments [Abstract]

Schedule of Other Assets

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

	Mar. 31, 2022		Dec. 31, 2021
Cash value insurance	$	50,817	$	53,189
Available-for-sale debt security	—		23,800
Equity method investments	17,382		21,986
Other equity investments	20,158		20,331
Deferred debt issuance costs	4,924		5,805
Other long-term assets	41,799		27,397
Total	$	135,080	$	152,508

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Long-term debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

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

	Mar. 31, 2022		Dec. 31, 2021
Borrowings under revolving credit agreement expiring August 2024	$	—	$	166,000
Unsecured notes bearing fixed rate interest at 4.75% due March 2026	550,000		550,000
Unsecured notes bearing fixed rate interest at 7.75% due June 2027	200,000		200,000
Unsecured notes bearing fixed rate interest at 7.25% due September 2027	240,000		240,000
Unsecured notes bearing fixed rate interest at 4.625% due March 2028	1,000,000		1,000,000
Unsecured notes bearing fixed rate interest at 5.00% due September 2029	1,100,000		1,100,000
Total principal long-term debt	3,090,000		3,256,000
Debt issuance costs	(30,295)		(31,378)
Unamortized premiums	7,078		7,348
Total long-term debt	$	3,066,783	$	3,231,970

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Retirement plans (Tables)

3 Months Ended

Mar. 31, 2022

Retirement Benefits [Abstract]

Schedule of Benefit Costs (Income)

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

	Quarter ended Mar. 31,
	2022		2021
Interest cost on benefit obligation	$	4,300	$	3,950
Expected return on plan assets	(4,900)		(8,650)
Amortization of prior service cost	(125)		25
Amortization of actuarial loss	1,100		1,200
Expense (income) from company-sponsored retirement plans	$	375	$	(3,475)

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Accumulated other comprehensive loss (Tables)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Loss

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

	Retirement Plans		Foreign Currency Translation		Available-For-Sale Investment		Total
Quarters Ended:
Balance at Dec. 31, 2021	$	(113,090)	$	455	$	15,419	$	(97,216)
Other comprehensive income before reclassifications	—		77		—		77
Amounts reclassified from AOCL	724		—		(15,419)		(14,695)
Total other comprehensive income (loss)	724		77		(15,419)		(14,618)
Balance at Mar. 31, 2022	$	(112,366)	$	532	$	—	$	(111,834)
Balance at Dec. 31, 2020	$	(120,979)	$	(97)	$	—	$	(121,076)
Other comprehensive loss before reclassifications	—		369		—		369
Amounts reclassified from AOCL	909		—		—		909
Total other comprehensive income	909		369		—		1,278
Balance at Mar. 31, 2021	$	(120,070)	$	272	$	—	$	(119,798)

Schedule of Reclassification out of Accumulated Other Comprehensive Loss

Amounts reclassified out of AOCL are summarized below (in thousands):

	Quarter ended Mar. 31,
	2022		2021
Amortization of prior service (credit) cost, net	$	(125)	$	25
Amortization of actuarial loss	1,100		1,200
Realized gain on available-for-sale investment	(20,800)		—
Total reclassifications, before tax	(19,825)		1,225
Income tax effect	5,130		(316)
Total reclassifications, net of tax	$	(14,695)	$	909

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Earnings per share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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

	Quarter ended Mar. 31,
	2022		2021
Net Income	$	134,287	$	112,832
Net income attributable to the noncontrolling interest	(53)		(215)
Adjustment of redeemable noncontrolling interest to redemption value	(248)		(72)
Earnings available to common shareholders	$	133,986	$	112,545
Weighted average number of common shares outstanding - basic	222,712		220,602
Effect of dilutive securities:
Restricted stock units	321		410
Performance shares	207		182
Stock options	—		4
Weighted average number of common shares outstanding - diluted	223,240		221,198
Earnings per share - basic	$	0.60	$	0.51
Earnings per share - diluted	$	0.60	$	0.51

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Accounting policies - Narrative (Details) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended
	Feb. 22, 2022 USD ($) $ / shares	Mar. 31, 2020	Mar. 31, 2022 USD ($) segment station radioStation market $ / shares	Dec. 31, 2021 USD ($) $ / shares
Disaggregation of Revenue [Line Items]
Number of operating segments | segment			1
Number of reportable segments | segment			1
Number of television stations | station			64
Number of radio stations | radioStation			2
Number of markets in which entity operates | market			51
Common stock, par value (in dollars per share)	$ 1.00		$ 1	$ 1
Allowance for doubtful accounts receivable | $			$ 4,810	$ 4,371
Commercial reselling agreement, term		3 years
Business Combination Termination Scenario One | Teton Parent Corp
Disaggregation of Revenue [Line Items]
Termination fee | $	$ 136,000
Business Combination Termination Scenario Two | Teton Parent Corp
Disaggregation of Revenue [Line Items]
Termination fee | $	$ 272,000
Teton Parent Corp
Disaggregation of Revenue [Line Items]
Conversion price (in dollars per share)	$ 24.00
Termination fee | $	$ 163,000
Teton Parent Corp | Closing between 9- and 12-month anniversary of signing
Disaggregation of Revenue [Line Items]
Ticking fee, per day (dollars per share)	$ 0.00167
Ticking fee, per month (dollars per share)	0.05
Teton Parent Corp | Closing between 12- and 13-month anniversary of signing
Disaggregation of Revenue [Line Items]
Ticking fee, per day (dollars per share)	0.0025
Ticking fee, per month (dollars per share)	0.075
Teton Parent Corp | Closing between 13- and 14-month anniversary of signing
Disaggregation of Revenue [Line Items]
Ticking fee, per day (dollars per share)	0.00333
Ticking fee, per month (dollars per share)	0.10
Teton Parent Corp | Closing after 14-month anniversary of signing
Disaggregation of Revenue [Line Items]
Ticking fee, per day (dollars per share)	0.00417
Ticking fee, per month (dollars per share)	$ 0.125

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Accounting policies - Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenues	$ 774,123	$ 727,051
Subscription
Disaggregation of Revenue [Line Items]
Total revenues	391,654	386,737
Advertising & Marketing Services
Disaggregation of Revenue [Line Items]
Total revenues	354,467	322,834
Political
Disaggregation of Revenue [Line Items]
Total revenues	17,965	9,428
Other
Disaggregation of Revenue [Line Items]
Total revenues	$ 10,037	$ 8,052

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Goodwill and other intangible assets - Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 2,981,587	$ 2,981,587
Accumulated Amortization	0	0
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	(313,593)	(298,593)
Total indefinite-lived and amortizable intangible assets	2,740,081	2,740,081
Television and radio station FCC broadcast licenses
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangibles	2,123,898	2,123,898
Retransmission agreements
Finite-Lived Intangible Assets [Line Items]
Amortizable intangible assets, gross	235,215	235,215
Accumulated Amortization	(175,153)	(168,439)
Network affiliation agreements
Finite-Lived Intangible Assets [Line Items]
Amortizable intangible assets, gross	309,503	309,503
Accumulated Amortization	(103,312)	(97,195)
Other
Finite-Lived Intangible Assets [Line Items]
Amortizable intangible assets, gross	71,465	71,465
Accumulated Amortization	$ (35,128)	$ (32,959)

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Investments and other assets - Components of Investments and Other Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Investments, All Other Investments [Abstract]
Cash value insurance	$ 50,817	$ 53,189
Available-for-sale debt security	0	23,800
Equity method investments	17,382	21,986
Other equity investments	20,158	20,331
Deferred debt issuance costs	4,924	5,805
Other long-term assets	41,799	27,397
Total	$ 135,080	$ 152,508

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Investments and other assets - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)
Debt Securities, Available-for-sale [Line Items]
Debt instrument, amendment gain	$ 20.8
Impairment of other equity investments	2.5
Other Receivables Net Current
Debt Securities, Available-for-sale [Line Items]
Fair value, current	$ 3.0

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Long-term debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total principal long-term debt	$ 3,090,000	$ 3,256,000
Debt issuance costs	(30,295)	(31,378)
Unamortized premiums	7,078	7,348
Total long-term debt	3,066,783	3,231,970
Borrowings under revolving credit agreement expiring August 2024
Debt Instrument [Line Items]
Total principal long-term debt	$ 0	$ 166,000
Unsecured notes bearing fixed rate interest at 4.75% due March 2026 | Senior Notes
Debt Instrument [Line Items]
Stated interest rate (as a percent)	0.0475%	0.0475%
Total principal long-term debt	$ 550,000	$ 550,000
Unsecured notes bearing fixed rate interest at 7.75% due June 2027 | Senior Notes
Debt Instrument [Line Items]
Stated interest rate (as a percent)	0.0775%	0.0775%
Total principal long-term debt	$ 200,000	$ 200,000
Unsecured notes bearing fixed rate interest at 7.25% due September 2027 | Senior Notes
Debt Instrument [Line Items]
Stated interest rate (as a percent)	0.0725%	0.0725%
Total principal long-term debt	$ 240,000	$ 240,000
Unsecured notes bearing fixed rate interest at 4.625% due March 2028 | Senior Notes
Debt Instrument [Line Items]
Stated interest rate (as a percent)	0.04625%	0.04625%
Total principal long-term debt	$ 1,000,000	$ 1,000,000
Unsecured notes bearing fixed rate interest at 5.00% due September 2029 | Senior Notes
Debt Instrument [Line Items]
Stated interest rate (as a percent)	0.05%	0.05%
Total principal long-term debt	$ 1,100,000	$ 1,100,000

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Long-term debt - Narrative (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Cash and cash equivalents	$ 43,316,000	$ 56,989,000
Amended and Restated Competitive Advance and Revolving Credit Agreement | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Unused borrowing capacity	1,490,000,000
Maximum borrowing capacity under credit facility	$ 1,510,000,000

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Retirement plans - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
TRP
Defined Benefit Plan Disclosure [Line Items]
Total net pension obligations	$ 62,400,000
Cash contributions	0	$ 0
Accrued liabilities | TRP
Defined Benefit Plan Disclosure [Line Items]
Total net pension obligations	6,000,000
SERP
Defined Benefit Plan Disclosure [Line Items]
Cash contributions	900,000	$ 900,000
Additional cash payments	$ 5,000,000

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Retirement plans - Benefit Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Retirement Benefits [Abstract]
Interest cost on benefit obligation	$ 4,300	$ 3,950
Expected return on plan assets	(4,900)	(8,650)
Amortization of prior service cost	(125)	25
Amortization of actuarial loss	1,100	1,200
Expense (income) from company-sponsored retirement plans	$ 375	$ (3,475)

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Accumulated other comprehensive loss - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	$ 2,519,906	$ 2,058,095
Other comprehensive income before reclassifications	77	369
Amounts reclassified from AOCL	(14,695)	909
Other comprehensive income, net of tax	(14,618)	1,278
Ending balance	2,618,849	2,139,338
Retirement Plans
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(113,090)	(120,979)
Other comprehensive income before reclassifications	0	0
Amounts reclassified from AOCL	724	909
Other comprehensive income, net of tax	724	909
Ending balance	(112,366)	(120,070)
Foreign Currency Translation
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	455	(97)
Other comprehensive income before reclassifications	77	369
Amounts reclassified from AOCL	0	0
Other comprehensive income, net of tax	77	369
Ending balance	532	272
Available-For-Sale Investment
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	15,419	0
Other comprehensive income before reclassifications	0	0
Amounts reclassified from AOCL	(15,419)	0
Other comprehensive income, net of tax	(15,419)	0
Ending balance	0	0
Total
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(97,216)	(121,076)
Other comprehensive income, net of tax	(14,618)	1,278
Ending balance	$ (111,834)	$ (119,798)

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Accumulated other comprehensive loss - Reclassifications out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total reclassifications, before tax	$ (19,825)	$ 1,225
Income tax effect	5,130	(316)
Total reclassifications, net of tax	(14,695)	909
Amortization of prior service (credit) cost, net
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total reclassifications, before tax	(125)	25
Amortization of actuarial loss
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total reclassifications, before tax	1,100	1,200
Realized gain on available-for-sale investment
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total reclassifications, before tax	$ (20,800)	$ 0

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Earnings per share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Net Income	$ 134,287	$ 112,832
Net income attributable to redeemable noncontrolling interest	(53)	(215)
Adjustment of redeemable noncontrolling interest to redemption value	(248)	(72)
Earnings available to common shareholders, basic	133,986	112,545
Earnings available to common shareholders, diluted	$ 133,986	$ 112,545
Weighted average number of common shares outstanding - basic (in shares)	222,712	220,602
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Weighted average number of common shares outstanding - diluted (in shares)	223,240	221,198
Earnings per share – basic (in dollars per share)	$ 0.60	$ 0.51
Earnings per share – diluted (in dollars per share)	$ 0.60	$ 0.51
Restricted stock units
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Effect of dilutive securities (in shares)	321	410
Performance shares
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Effect of dilutive securities (in shares)	207	182
Stock options
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Effect of dilutive securities (in shares)	0	4

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Fair value measurement (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of total long-term debt	$ 3,150.0	$ 3,400.0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment loss on investment	$ 2.5

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Other matters (Details) $ in Millions		1 Months Ended				3 Months Ended
	Jul. 30, 2018 defendant	Jan. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) agreement	Jun. 30, 2019 defendant	Dec. 13, 2018 defendant	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)
MadHive
Business Acquisition [Line Items]
Number of renewed existing commercial agreements | agreement			2
Intangible Contract Asset
Business Acquisition [Line Items]
Amortizable intangible assets, gross		$ 20.8
Intangible asset useful life		2 years
Equity And Debt Investment | Affiliated Entity
Business Acquisition [Line Items]
Expenses incurred with related party						$ 26.0	$ 23.9
Accounts payable and accrued liabilities with related party			$ 8.9			$ 17.2
Clay, Massey & Associates, P.C. v. Gray Television
Business Acquisition [Line Items]
Number of other broadcasters settling DOJ complaint (defendant) | defendant	16			4
Settled litigation
Business Acquisition [Line Items]
Number of other broadcasters settling DOJ complaint (defendant) | defendant				4	7