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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 September 30, 2023

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

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 October 31, 2023 was 196,967,937.

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INDEX TO TEGNA INC.

September 30, 2023 FORM 10-Q

 

Item No.						Page
			PART I. FINANCIAL INFORMATION
1.			Financial Statements
			Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022			3
			Consolidated Statements of Income for the Quarters and Nine Months Ended September 30, 2023 and 2022			5
			Consolidated Statements of Comprehensive Income for the Quarters and Nine Months Ended September 30, 2023 and 2022			6
			Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022			7
			Consolidated Statements of Equity and Redeemable Noncontrolling Interest for the Quarters and Nine Months Ended September 30, 2023 and 2022			8
			Notes to Condensed Consolidated Financial Statements			10
2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			18
3.			Quantitative and Qualitative Disclosures about Market Risk			32
4.			Controls and Procedures			32
			PART II. OTHER INFORMATION
1.			Legal Proceedings			32
1A.			Risk Factors			32
2.			Unregistered Sales of Equity Securities and Use of Proceeds			33
3.			Defaults Upon Senior Securities			33
4.			Mine Safety Disclosures			33
5.			Other Information			33
6.			Exhibits			34
SIGNATURE						35

2

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TEGNA Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands of dollars (Unaudited)

			Sept. 30, 2023						Dec. 31, 2022
ASSETS
Current assets
Cash and cash equivalents			$	553,030					$	551,681
Accounts receivable, net of allowances of $4,492 and $3,697, respectively			607,316						658,318
Other receivables			8,196						13,493
Syndicated programming rights			41,534						44,064
Prepaid expenses and other current assets			32,320						36,152
Total current assets			1,242,396						1,303,708
Property and equipment
Cost			1,057,629						1,067,191
Less accumulated depreciation			(616,178)						(610,138)
Net property and equipment			441,451						457,053
Intangible and other assets
Goodwill			2,981,587						2,981,587
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $276,780 and $348,087, respectively			2,342,265						2,381,606
Right-of-use assets for operating leases			73,131						78,448
Investments and other assets			114,219						126,494
Total intangible and other assets			5,511,202						5,568,135
Total assets			$	7,195,049					$	7,328,896

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

3

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TEGNA Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

			Sept. 30, 2023						Dec. 31, 2022
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
Current liabilities
Accounts payable			$	85,902					$	76,212
Accrued liabilities
Compensation			57,923						50,339
Interest			12,407						45,480
Contracts payable for programming rights			124,950						117,743
Other			74,518						78,265
Income taxes payable			1,936						22,985
Total current liabilities			357,636						391,024
Noncurrent liabilities
Deferred income tax liability			576,976						556,131
Long-term debt			3,071,899						3,069,316
Pension liabilities			73,228						73,684
Operating lease liabilities			72,849						79,503
Other noncurrent liabilities			63,462						70,098
Total noncurrent liabilities			3,858,414						3,848,732
Total liabilities			4,216,050						4,239,756
Commitments and contingent liabilities (see Note 10)
Redeemable noncontrolling interest (see Note 1)			18,459						17,418
Shareholders’ equity
Common stock of $1 par value per share, 800,000,000 shares authorized, 324,418,632 shares issued			324,419						324,419
Additional paid-in capital			72,456						27,941
Retained earnings			8,062,624						7,898,055
Accumulated other comprehensive loss			(122,435)						(125,533)
Less treasury stock at cost, 127,544,108 shares and 100,970,426 shares, respectively			(5,376,524)						(5,053,160)
Total equity			2,960,540						3,071,722
Total liabilities, redeemable noncontrolling interest and equity			$	7,195,049					$	7,328,896

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

4

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TEGNA Inc.

CONSOLIDATED STATEMENTS OF INCOME

Unaudited, in thousands of dollars, except per share amounts

			Quarter ended Sept. 30,												Nine months ended Sept. 30,
			2023						2022						2023						2022
Revenues			$	713,243					$	803,111					$	2,185,076					$	2,362,115
Operating expenses:
Cost of revenues1			438,260						428,891						1,295,720						1,260,576
Business units - Selling, general and administrative expenses			98,394						98,582						294,734						300,136
Corporate - General and administrative expenses			13,552						13,367						52,158						48,299
Depreciation			15,083						15,219						45,119						46,058
Amortization of intangible assets			13,297						14,953						40,175						44,952
Asset impairment and other			—						(159)						3,359						(322)
Merger termination fee			—						—						(136,000)						—
Total			578,586						570,853						1,595,265						1,699,699
Operating income			134,657						232,258						589,811						662,416
Non-operating (expense) income:
Equity loss in unconsolidated investments, net			(256)						(178)						(776)						(4,225)
Interest expense			(43,418)						(43,406)						(129,121)						(129,976)
Other non-operating items, net			33,072						1,310						44,264						16,764
Total			(10,602)						(42,274)						(85,633)						(117,437)
Income before income taxes			124,055						189,984						504,178						544,979
Provision for income taxes			27,801						43,827						103,827						132,595
Net Income			96,254						146,157						400,351						412,384
Net (income) loss attributable to redeemable noncontrolling interest			(71)						(92)						240						(516)
Net income attributable to TEGNA Inc.			$	96,183					$	146,065					$	400,591					$	411,868
Earnings per share:
Basic			$	0.48					$	0.65					$	1.86					$	1.84
Diluted			$	0.48					$	0.65					$	1.86					$	1.83
Weighted average number of common shares outstanding:
Basic shares			200,779						223,968						214,297						223,456
Diluted shares			201,218						224,921						214,591						224,221
1 Cost of revenues exclude charges for depreciation and amortization expense, which are shown separately.

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

5

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TEGNA Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited, in thousands of dollars

			Quarter ended Sept. 30,												Nine months ended Sept. 30,
			2023						2022						2023						2022
Net income			$	96,254					$	146,157					$	400,351					$	412,384
Other comprehensive income, before tax:
Foreign currency translation adjustments			—						—						—						142
Recognition of previously deferred post-retirement benefit plan costs			1,388						1,031						4,165						3,092
Realized gain on available-for-sale investment during the period			—						—						—						(20,800)
Other comprehensive income (loss), before tax			1,388						1,031						4,165						(17,566)
Income tax effect related to components of other comprehensive income			(356)						(265)						(1,067)						4,520
Other comprehensive income (loss), net of tax			1,032						766						3,098						(13,046)
Comprehensive income			97,286						146,923						403,449						399,338
Comprehensive (income) loss attributable to redeemable noncontrolling interest			(71)						(92)						240						(516)
Comprehensive income attributable to TEGNA Inc.			$	97,215					$	146,831					$	403,689					$	398,822

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

6

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TEGNA Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited, in thousands of dollars

			Nine months ended Sept. 30,
			2023						2022
Cash flows from operating activities:
Net income			$	400,351					$	412,384
Adjustments to reconcile net income to net cash flow from operating activities:
Depreciation and amortization			85,294						91,010
Stock-based compensation			15,403						23,625
Company stock 401(k) contribution			14,150						14,343
Gains on assets, net			(25,809)						(18,308)
Equity losses from unconsolidated investments, net			776						4,225
Merger termination fee			(136,000)						—
Pension expense, net of employer contributions			3,982						(1,697)
Change in other assets and liabilities:
Decrease in trade receivables			50,207						51,986
Increase in accounts payable			9,690						10,817
Decrease in interest and taxes payable, net			(29,601)						(23,104)
Increase in deferred revenue			4,508						22,181
Change in other assets and liabilities, net			15,888						13,243
Net cash flow from operating activities			408,839						600,705
Cash flows from investing activities:
Purchase of property and equipment			(29,301)						(35,527)
Reimbursements from spectrum repacking			—						322
Payments for acquisition of assets			(1,150)						—
Purchases of investments			(360)						(4,715)
Proceeds from investments			27,646						3,451
Proceeds from sale of assets			70						407
Net cash flow used for investing activities			(3,095)						(36,062)
Cash flows from financing activities:
Payments under revolving credit facilities, net			—						(166,000)
Dividends paid			(63,078)						(63,533)
Repurchase of common stock			(327,914)						—
Other, net			(13,403)						(15,458)
Net cash flow used for financing activities			(404,395)						(244,991)
Increase in cash and cash equivalents			1,349						319,652
Balance of cash and cash equivalents, beginning of period			551,681						56,989
Balance of cash and cash equivalents, end of period			$	553,030					$	376,641
Supplemental cash flow information:
Cash paid for income taxes, net of refunds			$	101,201					$	124,206
Cash paid for interest			$	156,924					$	158,293

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

7

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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 June 30, 2023			$	18,106								$	324,419		$	27,941		$	7,989,312		$	(123,467)		$	(5,314,047)		$	2,904,158
Net income			71									—			—			96,183			—			—			96,183
Other comprehensive income, net of tax			—									—			—			—			1,032			—			1,032
Total comprehensive income																											97,215
Dividends declared: $0.11375 per share			—									—			—			(22,589)			—			—			(22,589)
Company stock 401(k) contribution			—									—			(11,695)			—			—			15,619			3,924
Stock-based awards activity			—									—			(1,707)			—			—			1,701			(6)
Stock-based compensation			—									—			6,558			—			—			—			6,558
Repurchase of common stock			—									—			51,093			—			—			(79,797)			(28,704)
Adjustment of redeemable noncontrolling interest to redemption value			282									—			—			(282)			—			—			(282)
Other activity			—									—			266			—			—			—			266
Balance at Sept. 30, 2023			$	18,459								$	324,419		$	72,456		$	8,062,624		$	(122,435)		$	(5,376,524)		$	2,960,540
			Redeemable noncontrolling interest									Common stock			Additional paid-in capital			Retained earnings			Accumulated other comprehensive loss			Treasury stock			Total Equity
Balance at June 30, 2022			$	16,765								$	324,419		$	27,941		$	7,583,436		$	(111,028)		$	(5,083,045)		$	2,741,723
Net income			92									—			—			146,065			—			—			146,065
Other comprehensive income, net of tax			—									—			—			—			766			—			766
Total comprehensive income																											146,831
Dividends declared: $0.095 per share			—									—			—			(21,203)			—			—			(21,203)
Company stock 401(k) contribution			—									—			(6,328)			(3,486)			—			14,229			4,415
Stock-based awards activity			—									—			(397)			(219)			—			615			(1)
Stock-based compensation			—									—			6,416			—			—			—			6,416
Adjustment of redeemable noncontrolling interest to redemption value			235									—			—			(235)			—			—			(235)
Other activity			—									—			309			—			—			—			309
Balance at Sept. 30, 2022			$	17,092								$	324,419		$	27,941		$	7,704,358		$	(110,262)		$	(5,068,201)		$	2,878,255

8

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TEGNA Inc.
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NON-CONTROLLING INTEREST
Unaudited, in thousands of dollars, except per share data
Nine months ended:			Redeemable noncontrolling interest									Common stock			Additional paid-in capital			Retained earnings			Accumulated other comprehensive loss			Treasury stock			Total
Balance at Dec. 31, 2022			$	17,418								$	324,419		$	27,941		$	7,898,055		$	(125,533)		$	(5,053,160)		$	3,071,722
Net income			(240)									—			—			400,591			—			—			400,591
Other comprehensive income, net of tax			—									—			—			—			3,098			—			3,098
Total comprehensive income																											403,689
Dividends declared: $0.30375 per share			—									—			—			(63,078)			—			—			(63,078)
Company stock 401(k) contribution			—									—			(13,231)			(27,188)			—			54,569			14,150
Stock-based awards activity			—									—			(5,316)			(88,695)			—			80,608			(13,403)
Stock-based compensation			—									—			15,403			—			—			—			15,403
Repurchase of common stock			—									—			46,873			(55,780)			—			(458,541)			(467,448)
Adjustment of redeemable noncontrolling interest to redemption value			1,281									—			—			(1,281)			—			—			(1,281)
Other activity			—									—			786			—			—			—			786
Balance at Sept. 30, 2023			$	18,459								$	324,419		$	72,456		$	8,062,624		$	(122,435)		$	(5,376,524)		$	2,960,540
			Redeemable noncontrolling interest									Common stock			Additional paid-in capital			Retained earnings			Accumulated other comprehensive loss			Treasury stock			Total
Balance at Dec. 31, 2021			$	16,129								$	324,419		$	27,941		$	7,459,380		$	(97,216)		$	(5,194,618)		$	2,519,906
Net income			516									—			—			411,868			—			—			411,868
Other comprehensive income, net of tax			—									—			—			—			(13,046)			—			(13,046)
Total comprehensive income																											398,822
Dividends declared: $0.285 per share			—									—			—			(63,533)			—			—			(63,533)
Company stock 401(k) contribution			—									—			(12,655)			(19,571)			—			46,569			14,343
Stock-based awards activity			—									—			(11,967)			(83,339)			—			79,848			(15,458)
Stock-based compensation			—									—			23,625			—			—			—			23,625
Adjustment of redeemable noncontrolling interest to redemption value			447									—			—			(447)			—			—			(447)
Other activity			—									—			997			—			—			—			997
Balance at Sept. 30, 2022			$	17,092								$	324,419		$	27,941		$	7,704,358		$	(110,262)		$	(5,068,201)		$	2,878,255

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 – Basis of presentation, terminated merger agreement and accounting policies

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

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

We operate 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.

Terminated 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.

On May 22, 2023, after a protracted regulatory review, we terminated the Merger Agreement in accordance with its terms. Under the terms of the Merger Agreement, Parent was required to pay us a $136.0 million fee as a result of this termination. In lieu of cash payment for the termination fee, we agreed to accept from Parent 8.6 million shares of the Company’s common stock, which Parent transferred to the Company on June 1, 2023, and which was recorded as an increase to our Treasury stock. The $136.0 million termination fee was recorded as an operating item within our Consolidated Statement of Income and Consolidated Statement of Cash flow during the second quarter of 2023. Approximately $9.9 million of the termination fee was contractually due to one of the Company’s professional advisors. This expense was recorded within “Corporate - General and Administrative expenses” within our Consolidated Statement of Income.

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

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

Trade receivables and allowances for doubtful accounts: Trade receivables are recorded at invoiced amounts and generally do not bear interest. The allowance for doubtful accounts reflects our estimate of credit exposure, determined principally on the basis of our collection experience, aging of our receivables and any specific reserves needed for certain customers based on their credit risk. Our allowance also takes into account expected future trends which may impact our customers’ ability to pay, such as economic growth (or declines), unemployment and demand for our products and services. We monitor the credit quality of our customers and their ability to pay through the use of analytics and communication with individual customers. As of September 30, 2023, our allowance for doubtful accounts was $4.5 million as compared to $3.7 million as of December 31, 2022.

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

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

Redeemable Noncontrolling interest: Our Premion business operates an advertising network for over-the-top (OTT) streaming and connected television platforms. In March 2020, we sold a minority interest in Premion to an affiliate of Gray Television (Gray) and entered into a commercial reselling agreement with the affiliate. During the first quarter of 2023, we entered into a multi-year extension of the reselling agreement with Gray. Gray’s investment allows it to sell its interest to Premion if there is a change in control of TEGNA or if the 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 Sheets in the caption “Redeemable noncontrolling interest.”

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

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

The primary sources of our revenues are: 1) subscription revenues, reflecting fees paid by satellite, cable, OTT (companies that deliver video content to consumers over the Internet) and telecommunications providers to carry our television signals on their systems; 2) advertising & marketing services revenues, which include local and national non-political television advertising, digital marketing services (including Premion), advertising on the stations’ websites, tablet and mobile products, and OTT apps; 3) political advertising revenues, which are driven by even-year election cycles at the local and national level (e.g. 2024, 2022, 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 third quarter and first nine months of 2023 and 2022 are shown below (amounts in thousands):

			Quarter ended Sept. 30,												Nine months ended Sept. 30,
			2023						2022						2023						2022
Subscription			$	377,891					$	377,368					$	1,188,297					$	1,158,101
Advertising & Marketing Services			312,413						320,764						937,984						1,010,490
Political			11,643						92,904						22,925						161,727
Other			11,296						12,075						35,870						31,797
Total revenues			$	713,243					$	803,111					$	2,185,076					$	2,362,115

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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 September 30, 2023 and December 31, 2022 (in thousands):

			Sept. 30, 2023												Dec. 31, 2022
			Gross						Accumulated Amortization						Gross						Accumulated Amortization
Goodwill			$	2,981,587					$	—					$	2,981,587					$	—
Indefinite-lived intangibles:
Television and radio station FCC broadcast licenses			2,124,731						—						2,123,898						—
Amortizable intangible assets:
Retransmission agreements			113,621						(90,183)						224,827						(184,796)
Network affiliation agreements			309,503						(139,042)						309,503						(121,664)
Other			71,190						(47,555)						71,465						(41,627)
Total indefinite-lived and amortizable intangible assets			$	2,619,045					$	(276,780)					$	2,729,693					$	(348,087)

Our retransmission agreements and network affiliation agreements are amortized on a straight-line basis over their estimated useful lives. Other intangibles primarily include distribution agreements from our multicast networks acquisition, which are also amortized on a straight-line basis over their useful lives. In 2023, gross intangible assets and associated accumulated amortization decreased by $111.5 million, due to certain intangible assets reaching the end of their useful lives.

NOTE 3 – Investments and other assets

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

			Sept. 30, 2023						Dec. 31, 2022
Cash value insurance			$	49,567					$	48,919
Equity method investments			16,587						17,003
Other equity investments			19,526						20,158
Deferred debt issuance costs			—						2,232
Long-term contract assets			10,907						14,135
Other long-term assets			17,632						24,047
Total			$	114,219					$	126,494

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

Equity method investments: These are investments in entities in which we have significant influence, but do not have a controlling financial interest. 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.

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.

We own an equity investment in MadHive, Inc (MadHive) that is accounted for as an other equity investment. In the third quarter of 2023 we sold a portion of this investment for $26.4 million, which resulted in a gain of $25.8 million that was recorded in “Other non-operating items, net” within our Consolidated Statement of Income. The sale reduced our ownership in MadHive to 19% on a fully diluted basis. We determined that no write up of our remaining MadHive investment was required. See Note 10 for additional information about our investment in MadHive.

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

Long-term contract assets: These amounts primarily consist of an asset related to a long-term services agreement for IT security.

NOTE 4 – Long-term debt

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

			Sept. 30, 2023						Dec. 31, 2022
Unsecured notes bearing fixed rate interest at 4.75% due March 2026			$	550,000					$	550,000
Unsecured notes bearing fixed rate interest at 7.75% due June 2027			200,000						200,000
Unsecured notes bearing fixed rate interest at 7.25% due September 2027			240,000						240,000
Unsecured notes bearing fixed rate interest at 4.625% due March 2028			1,000,000						1,000,000
Unsecured notes bearing fixed rate interest at 5.00% due September 2029			1,100,000						1,100,000
Total principal long-term debt			3,090,000						3,090,000
Debt issuance costs			(23,439)						(26,911)
Unamortized premiums			5,338						6,227
Total long-term debt			$	3,071,899					$	3,069,316

As of September 30, 2023, cash and cash equivalents totaled $553.0 million and we had unused borrowing capacity of $1.49 billion under our $1.51 billion revolving credit facility, which expires in August 2024. We were in compliance with all covenants, including the leverage ratio (our one financial covenant) contained in our debt agreements and revolving credit facility. We believe, based on our current financial forecasts and trends, that we will remain compliant with all covenants for the foreseeable future.

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

NOTE 5 – Retirement plans

We have various defined benefit retirement plans. Our principal defined benefit pension plan is the TEGNA Retirement Plan (TRP). The total net pension obligations, including both current and non-current liabilities, as of September 30, 2023, were $78.8 million, of which $5.6 million is recorded as a current obligation within accrued liabilities on the Condensed Consolidated Balance Sheet.

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

			Quarter ended Sept. 30,												Nine months ended Sept. 30,
			2023						2022						2023						2022
Interest cost on benefit obligation			$	6,133					$	4,270					$	18,399					$	12,811
Expected return on plan assets			(5,235)						(4,876)						(15,705)						(14,627)
Amortization of prior service credit			(116)						(119)						(348)						(361)
Amortization of actuarial loss			1,504						1,150						4,513						3,452
Expense from company-sponsored retirement plans			$	2,286					$	425					$	6,859					$	1,275

Benefits no longer accrue for TRP and SERP participants as a result of amendments to the plans in past years, and as such we no longer incur a 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 nine months ended September 30, 2023 and 2022, we did not make any cash contributions to the TRP. We made benefit payments to participants of the SERP of $2.8 million during the nine month periods ended September 30, 2023 and $2.9 million in 2022. Based on actuarial projections and funding levels, we do not expect to make any cash payments to the TRP in 2023. We expect to make additional cash payments of $2.1 million to our SERP participants during the remainder of 2023.

NOTE 6 – Accumulated other comprehensive loss

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

			Retirement Plans						Foreign Currency Translation						Available-For-Sale Investment						Total
Quarters ended:
Balance at June 30, 2023			$	(123,999)					$	532					$	—					$	(123,467)
Amounts reclassified from AOCL			1,032						—						—						1,032
Total other comprehensive income			1,032						—						—						1,032
Balance at Sept. 30, 2023			$	(122,967)					$	532					$	—					$	(122,435)
Balance at June 30, 2022			$	(111,560)					$	532					$	—					$	(111,028)
Amounts reclassified from AOCL			766						—						—						766
Total other comprehensive income			766						—						—						766
Balance at Sept. 30, 2022			$	(110,794)					$	532					$	—					$	(110,262)
			Retirement Plans						Foreign Currency Translation						Available-For-Sale Investment						Total
Nine months ended:
Balance at Dec. 31, 2022			$	(126,065)					$	532					$	—					$	(125,533)
Amounts reclassified from AOCL			3,098						—						—						3,098
Total other comprehensive income			3,098						—						—						3,098
Balance at Sept. 30, 2023			$	(122,967)					$	532					$	—					$	(122,435)
Balance at Dec. 31, 2021			$	(113,090)					$	455					$	15,419					$	(97,216)
Other comprehensive income before reclassifications			—						77						—						77
Amounts reclassified from AOCL			2,296						—						(15,419)						(13,123)
Total other comprehensive income			2,296						77						(15,419)						(13,046)
Balance at Sept. 30, 2022			$	(110,794)					$	532					$	—					$	(110,262)

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 Sept. 30,												Nine months ended Sept. 30,
			2023						2022						2023						2022
Amortization of prior service credit, net			$	(116)					$	(106)					$	(348)					$	(354)
Amortization of actuarial loss			1,504						1,137						4,513						3,446
Realized gain on available-for-sale investment			—						—						—						(20,800)
Total reclassifications, before tax			1,388						1,031						4,165						(17,708)
Income tax effect			(356)						(265)						(1,067)						4,585
Total reclassifications, net of tax			$	1,032					$	766					$	3,098					$	(13,123)

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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 Sept. 30,												Nine months ended Sept. 30,
			2023						2022						2023						2022
Net Income			$	96,254					$	146,157					$	400,351					$	412,384
Net (income) loss attributable to the noncontrolling interest			(71)						(92)						240						(516)
Adjustment of redeemable noncontrolling interest to redemption value			(282)						(235)						(1,281)						(447)
Earnings available to common shareholders			$	95,901					$	145,830					$	399,310					$	411,421
Weighted average number of common shares outstanding - basic			200,779						223,968						214,297						223,456
Effect of dilutive securities:
Restricted stock units			261						621						170						469
Performance shares			178						332						124						296
Weighted average number of common shares outstanding - diluted			201,218						224,921						214,591						224,221
Earnings per share - basic			$	0.48					$	0.65					$	1.86					$	1.84
Earnings per share - diluted			$	0.48					$	0.65					$	1.86					$	1.83

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 third quarter of 2023, we recognized a gain of $25.8 million as a result of the sale of a portion of our MadHive investment. The gain was recorded in “Other non-operating items, net” within our Consolidated Statement of Income. The fair value was based on an offer price, which was settled in cash, in an inactive market (which is classified as Level 2 in the fair value hierarchy).

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

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

We also hold other financial instruments, including cash and cash equivalents, receivables, accounts payable and debt. The carrying amounts for cash and cash equivalents, receivables and accounts payable approximated their fair values. The fair value of our total debt, based on the bid and ask quotes for the related debt (Level 2), totaled $2.74 billion at September 30, 2023, and $2.95 billion at December 31, 2022.

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NOTE 9 – Share repurchase programs

In December 2020, our Board of Directors authorized the renewal of our share repurchase program for up to $300 million of our common stock over three years. No purchases occurred under this program from its inception to June 30, 2023. In the third quarter of 2023, 1.7 million shares were repurchased under this program at an average share price of $15.96 for an aggregate cost of $27.9 million.

On June 2, 2023, we entered into an accelerated share repurchase (ASR) program with JPMorgan Chase Bank, National Association (JPMorgan). Under the terms of the ASR, we repurchased $300 million in TEGNA common shares from JPMorgan, with an initial delivery of approximately 15.2 million shares received on June 6, 2023, representing 80% ($240 million) of the value of the ASR contract. The ASR program was completed during the third quarter of 2023 at which time JPMorgan delivered an additional 3.1 million shares to us. The final share settlement was based on the average daily volume-weighted average price of TEGNA shares during the term of the ASR program, less a discount, less the previously delivered 15.2 million shares.

NOTE 10 – Other matters

Litigation

Antitrust matters

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 certain 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 as alleged by the DOJ, or using such information pertaining to other broadcasters, except under limited circumstances. The settlement also requires the settling parties to make certain enhancements to their antitrust compliance programs, to continue to cooperate with the DOJ’s investigation, and to permit DOJ to verify compliance. The costs of compliance have not been material, nor do we expect future compliance costs to be material.

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

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

On May 26, 2023, plaintiffs moved for preliminary approval of settlements with four co-defendants – CBS Corp (n/k/a Paramount Global), Fox Corp., certain Cox entities (including Cox Media Group, LLC, Cox Enterprises, Inc., CMG Media Corporation and Cox Reps, Inc.) and ShareBuilders, Inc. Although ShareBuilders prevailed on its motion to dismiss the case, as noted above, because the court had dismissed the claims without prejudice ShareBuilders entered into a zero dollar settlement with the plaintiffs in order to ensure that the plaintiffs do not re-file the claims in the future. In exchange for a release of plaintiffs’ claims against them, the settling defendants, among other things, collectively agreed to pay $48 million, while expressly denying any liability or wrongdoing. The Court is in the process of reviewing the proposed settlements to determine whether they are fair to the proposed settlement class, the settling defendants, and the non-settling defendants. A hearing on final approval of the settlements is currently scheduled for December 7, 2023.

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

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Claims related to the Merger

In 2022, seven lawsuits were filed by purported TEGNA stockholders against TEGNA and the members of the TEGNA Board of Directors, generally alleging that the preliminary proxy statement filed by TEGNA with the SEC on March 25, 2022 in connection with the Merger contained alleged material misstatements and/or omissions in violation of federal law. Plaintiffs generally sought, among other things, to enjoin TEGNA from consummating the Merger, or in the alternative, rescission of the Merger and/or compensatory damages, as well as attorneys’ fees. As of November 7, 2023, all seven of the lawsuits have been voluntarily dismissed.

In addition, as of November 7, 2023, TEGNA received four demand letters from purported TEGNA shareholders in connection with TEGNA’s filing of a definitive proxy statement with the SEC on April 13, 2022 relating to the Merger (the “definitive proxy statement”). Each letter alleged deficiencies in the definitive proxy statement that were similar to the deficiencies alleged in the complaints referenced above.

We believe that the claims asserted in the letters described above are without merit and are moot in light of TEGNA’s termination of the Merger agreement. Moreover, although we believe that no additional disclosures were or are required under applicable law, TEGNA, without admitting any liability or wrongdoing, voluntarily made supplemental disclosures to the definitive proxy statement as described in the Form 8-K filed by TEGNA with the SEC on May 9, 2022. Notwithstanding TEGNA’s termination of the Merger Agreement, additional lawsuits arising out of the Merger could also be filed in the future.

Other litigation matters

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

Related Party Transactions

We have an equity investment in MadHive, Inc. (MadHive) which is a related party of TEGNA. We also have commercial agreements with MadHive, under which MadHive supports our Premion business in acquiring over-the-top advertising inventory and delivering corresponding advertising impressions. In the third quarter and first nine months of 2023, we incurred expenses of $22.7 million and $71.8 million, respectively, as a result of the commercial agreements with MadHive. In the third quarter and first nine months of 2022, we incurred expenses of $30.4 million and $86.3 million, respectively, as a result of the commercial agreements with MadHive. As of September 30, 2023, and December 31, 2022 we had accounts payable and accrued liabilities associated with the MadHive commercial agreements of $6.6 million and $10.0 million, respectively.

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

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

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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 all U.S. television households. We also own leading multicast networks True Crime Network, Twist and Quest. Each television station also has a robust digital presence across online, mobile, connected television and social platforms, reaching consumers on all devices and platforms they use to consume news content. We have been consistently honored with the industry’s top awards, including Edward R. Murrow, George Polk, Alfred I. DuPont and Emmy Awards. Through TEGNA Marketing Solutions (TMS), our integrated sales and back-end fulfillment operations, we deliver results for advertisers across television, digital and over-the-top (OTT) platforms, including Premion, our OTT advertising network.

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

Terminated Merger Agreement

On February 22, 2022, we entered into the Merger Agreement with Parent, Merger Sub, and solely for purposes of certain provisions specified therein, other subsidiaries of Parent, certain affiliates of Standard General and CMG, and certain of its subsidiaries.

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

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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 that supplements our financial information provided on a GAAP basis.

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

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

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

			Quarter ended Sept. 30,																														Nine months ended Sept. 30,
			2023						2022						Change from 2022						2021						Change from 2021						2023						2022						Change from 2022						2021						Change from 2021
Revenues			$	713,243					$	803,111					(11		%)				$	756,487					(6		%)				$	2,185,076					$	2,362,115					(7		%)				$	2,216,446					(1		%)
Operating expenses:
Cost of revenues			438,260						428,891						2		%				399,751						10		%				1,295,720						1,260,576						3		%				1,191,561						9		%
Business units - Selling, general and administrative expenses			98,394						98,582						0		%				100,425						(2		%)				294,734						300,136						(2		%)				286,700						3		%
Corporate - General and administrative expenses			13,552						13,367						1		%				11,891						14		%				52,158						48,299						8		%				51,944						0		%
Depreciation			15,083						15,219						(1		%)				16,792						(10		%)				45,119						46,058						(2		%)				48,526						(7		%)
Amortization of intangible assets			13,297						14,953						(11		%)				15,774						(16		%)				40,175						44,952						(11		%)				47,307						(15		%)
Asset impairment and other			—						(159)						***						504						***						3,359						(322)						***						(2,394)						***
Merger termination fee			—						—						***						—						***						(136,000)						—						***						—						***
Total operating expenses			$	578,586					$	570,853					1		%				$	545,137					6		%				$	1,595,265					$	1,699,699					(6		%)				$	1,623,644					(2		%)
Total operating income			$	134,657					$	232,258					(42		%)				$	211,350					(36		%)				$	589,811					$	662,416					(11		%)				$	592,802					(1		%)
Non-operating expenses			(10,602)						(42,274)						(75		%)				(45,781)						(77		%)				(85,633)						(117,437)						(27		%)				(140,947)						(39		%)
Provision for income taxes			27,801						43,827						(37		%)				36,870						(25		%)				103,827						132,595						(22		%)				103,470						—		%
Net income			96,254						146,157						(34		%)				128,699						(25		%)				400,351						412,384						(3		%)				348,385						15		%
Net (income) loss attributable to redeemable noncontrolling interest			(71)						(92)						(23		%)				(419)						(83		%)				240						(516)						***						(861)						***
Net income attributable to TEGNA Inc.			$	96,183					$	146,065					(34		%)				$	128,280					(25		%)				$	400,591					$	411,868					(3		%)				$	347,524					15		%
Earnings per share - basic			$	0.48					$	0.65					(26		%)				$	0.58					(17		%)				$	1.86					$	1.84					1		%				$	1.57					18		%
Earnings per share - diluted			$	0.48					$	0.65					(26		%)				$	0.58					(17		%)				$	1.86					$	1.83					2		%				$	1.56					19		%
*** 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.

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

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

			Quarter ended Sept. 30,																														Nine months ended Sept. 30,
			2023						2022						Change from 2022						2021						Change from 2021						2023						2022						Change from 2022						2021						Change from 2021
Subscription			$	377,891					$	377,368					—		%				$	368,672					3		%				$	1,188,297					$	1,158,101					3		%				$	1,130,490					5		%
Advertising & Marketing Services			312,413						320,764						(3)		%				364,234						(14)		%				937,984						1,010,490						(7)		%				1,027,957						(9)		%
Political			11,643						92,904						(87)		%				15,010						(22)		%				22,925						161,727						(86)		%				34,019						(33)		%
Other			11,296						12,075						(6)		%				8,571						32		%				35,870						31,797						13		%				23,980						50		%
Total revenues			$	713,243					$	803,111					(11)		%				$	756,487					(6		%)				$	2,185,076					$	2,362,115					(7)		%				$	2,216,446					(1)		%

2023 vs. 2022

Total revenues decreased $89.9 million in the third quarter of 2023 and $177.0 million in the first nine months of 2023 compared to the same periods in 2022. The net decreases were primarily due to decreases in political revenue ($81.3 million third quarter, $138.8 million first nine months) due to the absence in 2023 of the mid-term election cycle that occurred in 2022. Additionally, AMS revenue was down ($8.4 million third quarter, $72.5 million first nine months), reflecting softer demand for advertising due to macroeconomic headwinds as well as the loss of a large national account in our Premion business. The first nine months were also impacted by the Winter Olympics and Super Bowl airing last year on NBC, our largest network affiliate partner. Partially offsetting these decreases was an increase in subscription revenue ($0.5 million third quarter, $30.2 million first nine months) primarily due to annual rate increases under existing and newly renegotiated retransmission agreements, partially offset by declines in subscribers.

2023 vs. 2021

Total revenues decreased $43.2 million in the third quarter of 2023 and $31.4 million in the first nine months of 2023 compared to the same periods in 2021. The net decreases were primarily due to decreases in AMS revenue ($51.8 million third quarter, $90.0 million first nine months) reflecting softer demand for advertising, particularly national, caused by macroeconomic headwinds. Partially offsetting these declines were increases in subscription revenue ($9.2 million third quarter, $57.8 million first nine months) mainly due to annual rate increases under existing and newly renegotiated retransmission agreements, partially offset by declines in subscribers.

Cost of revenues

2023 vs. 2022

Cost of revenues increased $9.4 million in the third quarter of 2023 and $35.1 million in the first nine months of 2023 compared to the same periods in 2022. The increases were primarily due to growth in programming costs ($11.5 million third quarter, $39.8 million first nine months) driven by rate increases under existing and newly renegotiated affiliation agreements.

2023 vs. 2021

Cost of revenues increased $38.5 million in the third quarter of 2023 and $104.2 million in the first nine months of 2023 compared to the same periods in 2021. The increases were primarily due to growth in programming costs ($23.3 million third quarter, $74.1 million first nine months) driven by rate increases under existing and newly renegotiated affiliation agreements. Higher digital expenses ($10.8 million third quarter, $15.6 million first nine months) also contributed to the increase.

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Business units - Selling, general and administrative expenses

2023 vs. 2022

Business unit selling, general and administrative expenses decreased $0.2 million in the third quarter of 2023 and $5.4 million in the first nine months of 2023 compared to the same period in 2022. The decreases were primarily due to decreases in sales compensation driven by a decline in advertising revenue and due to a lower stock-based compensation expense.

2023 vs. 2021

Business unit SG&A expenses decreased $2.0 million in the third quarter of 2023 and increased $8.0 million in the first nine months of 2023 compared to the same periods in 2021. The third quarter decrease was due in part to a decrease in selling related costs due to the decline in AMS, partially offset by the absence of bad debt expense reversal that occurred in 2021. The increase in the first nine months of 2023 was due in part to an absence of bad debt expense reversal that occurred in 2021 that did not recur in 2023 as well as an increase in sales related payroll and benefit costs.

Corporate - General and administrative expenses

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

2023 vs. 2022

Corporate general and administrative expenses increased $0.2 million in the third quarter of 2023 and $3.9 million in the first nine months of 2023 compared to the same periods in 2022. The increase for the third quarter was primarily driven by employee retention costs following the termination of the Merger. The increase for the first nine months was primarily driven by an increase in M&A-related costs incurred in connection with the now terminated Merger and employee retention costs following the termination of the Merger. Partially offsetting these increases was a decrease in stock-based compensation expense driven by a decline in our stock price.

2023 vs. 2021

Corporate general and administrative expenses increased $1.7 million in the third quarter of 2023 and $0.2 million in the first nine months of 2023 compared to the same periods in 2021. The increases for the third quarter and first nine months were primarily driven by the same factors discussed above. These increases were partially offset by the absence of advisory fees related to activism defense incurred in 2021 and a decline in stock-based compensation expense driven by a decline in our stock price.

Depreciation

2023 vs. 2022

Depreciation expense decreased by $0.1 million in the third quarter of 2023 and $0.9 million in the first nine months of 2023 compared to the same periods in 2022. The decrease was due to certain assets reaching the end of their assumed useful lives.

2023 vs. 2021

Depreciation expense decreased by $1.7 million in the third quarter of 2023 and $3.4 million in the first nine months of 2023 compared to the same periods in 2021. The decrease was due to certain assets reaching the end of their assumed useful lives.

Amortization of intangible assets

2023 vs. 2022

Amortization expense decreased $1.7 million in the third quarter of 2023 and $4.8 million in the first nine months of 2023 compared to the same periods in 2022. The decrease was due to certain assets reaching the end of their assumed useful lives and therefore becoming fully amortized.

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2023 vs. 2021

Amortization expense decreased $2.5 million in the third quarter of 2023 and $7.1 million in the first nine months of 2023 compared to the same periods in 2021. The decreases were due to certain assets reaching the end of their assumed useful lives and therefore becoming fully amortized.

Asset impairment and other

2023 vs. 2022

No asset impairment and other expense was recorded in the third quarter of 2023 and $3.4 million was recorded in the first nine months of 2023 compared to gains of $0.2 million in the third quarter of 2022 and gains of $0.3 million in the first nine months of 2022. The 2023 activity was due to a $3.4 million impairment charge recognized on programming assets in the second quarter of 2023. The 2022 activity was related to reimbursements received from the Federal Communications Commission (FCC) for required spectrum repacking.

2023 vs. 2021

No asset impairment and other expense was recorded in the third quarter of 2023 and $3.4 million was recorded in the first nine months of 2023 compared to net loss of $0.5 million in the third quarter of 2021 and net gains of $2.4 million in the first nine months of 2021. The 2023 activity was due to a $3.4 million impairment charge recognized on programming assets in the second quarter of 2023. The 2021 activity was primarily related to reimbursements from spectrum repacking ($0.6 million third quarter, $5.0 million first nine months), partially offset by a $1.5 million contract termination fee which was incurred in the second quarter of 2021. Additionally, in the third quarter of 2021 there was a $1.1 million write off of certain assets which impacted both the quarter and nine month period comparisons.

Merger termination fee

In the second quarter of 2023, we terminated the Merger Agreement. Per the terms of the Merger Agreement, Parent was required to pay TEGNA a fee of $136.0 million as a result of this termination, which was satisfied in TEGNA common stock and recorded as a reduction in operating expense.

Operating income

2023 vs. 2022

Operating income decreased $97.6 million in the third quarter of 2023 and $72.6 million in the first nine months of 2023 compared to the same periods in 2022. The decreases were driven by the declines in AMS and political revenues and an increase in programming costs. The nine month decline was partially offset by the $136.0 million M