SEC Filing | TEGNA Inc.

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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 June 30, 2024

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

Commission file number 1-6961

TEGNA INC.

(Exact name of registrant as specified in its charter)


Delaware						16-0442930
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

8350 Broad Street, Suite 2000, Tysons, Virginia						22102-5151
(Address of principal executive offices)						(Zip Code)

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


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

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

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

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

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


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

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

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

The total number of shares of the registrant’s Common Stock, $1 par value, outstanding as of July 31, 2024 was 165,432,173.

INDEX TO TEGNA INC.

June 30, 2024 FORM 10-Q


Item No.		Page
	PART I. FINANCIAL INFORMATION

1.	Financial Statements

	Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023	3

	Consolidated Statements of Income for the Quarters and Six Months Ended June 30, 2024 and 2023	5

	Consolidated Statements of Comprehensive Income for the Quarters and Six Months Ended June 30, 2024 and 2023	6

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023	7

	Consolidated Statements of Equity and Redeemable Noncontrolling Interest for the Quarters and Six Months Ended June 30, 2024 and 2023	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	27

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	28

3.	Defaults Upon Senior Securities	28

4.	Mine Safety Disclosures	28

5.	Other Information	28

6.	Exhibits	29

	SIGNATURE	30

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TEGNA Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands of dollars (Unaudited)


	June 30, 2024			Dec. 31, 2023

ASSETS
Current assets
Cash and cash equivalents	$	445,729		$	361,036
Accounts receivable, net of allowances of $4,170 and $2,845, respectively		605,226			624,445
Other receivables		10,812			9,299
Syndicated programming rights		10,969			31,530
Prepaid expenses and other current assets		26,277			24,008
Total current assets		1,099,013			1,050,318
Property and equipment
Cost		1,079,620			1,078,209
Less accumulated depreciation		(634,024	)		(626,029	)
Net property and equipment		445,596			452,180
Intangible and other assets
Goodwill		3,015,973			2,981,587
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $269,827 and $289,949, respectively		2,336,049			2,328,972
Right-of-use assets for operating leases		68,084			73,479
Investments and other assets		124,616			113,521
Total intangible and other assets		5,544,722			5,497,559
Total assets	$	7,089,331		$	7,000,057

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

TEGNA Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

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


	June 30, 2024			Dec. 31, 2023
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
Current liabilities
Accounts payable	$	79,130		$	114,950
Accrued liabilities
Compensation		43,869			54,929
Interest		43,977			45,144
Contracts payable for programming rights		121,629			119,562
Other		93,394			82,782
Income taxes payable		43,778			6,005
Total current liabilities		425,777			423,372

Noncurrent liabilities
Deferred income tax liability		577,334			578,219
Long-term debt		3,074,592			3,072,801
Pension liabilities		67,885			70,483
Operating lease liabilities		68,050			73,733
Other noncurrent liabilities		55,038			57,765
Total noncurrent liabilities		3,842,899			3,853,001
Total liabilities	$	4,268,676		$	4,276,373

Commitments and contingent liabilities (see Note 10)

Redeemable noncontrolling interest (see Note 1)	$	19,555		$	18,812

Shareholders’ equity
Common stock of $1 per 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		8,281,037			8,091,245
Accumulated other comprehensive loss		(117,389	)		(119,610	)
Less treasury stock at cost, 157,538,421 shares and 144,502,338 shares, respectively		(5,714,908	)		(5,619,123	)
Total equity		2,801,100			2,704,872
Total liabilities, redeemable noncontrolling interest and equity	$	7,089,331		$	7,000,057

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

TEGNA Inc.

CONSOLIDATED STATEMENTS OF INCOME

Unaudited, in thousands of dollars, except per share amounts


	Quarters ended June 30,						Six months ended June 30,
	2024			2023			2024			2023

Revenues	$	710,363		$	731,506		$	1,424,615		$	1,471,833

Operating expenses:
Cost of revenues1		432,044			430,528			862,611			857,460
Business units - Selling, general and administrative expenses		94,938			97,231			197,198			196,340
Corporate - General and administrative expenses		12,685			26,506			27,483			38,606
Depreciation		15,173			14,987			29,483			30,036
Amortization of intangible assets		13,663			13,296			27,323			26,878
Asset impairment and other		—			3,359			1,097			3,359
Merger termination fee		—			(136,000	)		—			(136,000	)
Total		568,503			449,907			1,145,195			1,016,679
Operating income		141,860			281,599			279,420			455,154

Non-operating (expense) income:
Interest expense		(41,748	)		(42,797	)		(84,116	)		(85,703	)
Interest income		5,873			8,536			11,446			16,109
Other non-operating items, net		(2,749	)		(3,038	)		147,009			(5,437	)
Total		(38,624	)		(37,299	)		74,339			(75,031	)

Income before income taxes		103,236			244,300			353,759			380,123
Provision for income taxes		21,207			44,207			82,468			76,026
Net income		82,029			200,093			271,291			304,097
Net loss attributable to redeemable noncontrolling interest		115			12			413			311
Net income attributable to TEGNA Inc.	$	82,144		$	200,105		$	271,704		$	304,408

Earnings per share:
Basic	$	0.48		$	0.92		$	1.56		$	1.37
Diluted	$	0.48		$	0.92		$	1.55		$	1.37

Weighted average number of common shares outstanding:
Basic shares		169,512			217,830			173,668			221,168
Diluted shares		169,880			217,979			174,158			221,391

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.

TEGNA Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited, in thousands of dollars


	Quarters ended June 30,						Six months ended June 30,
	2024			2023			2024			2023

Net Income	$	82,029		$	200,093		$	271,291		$	304,097
Recognition of previously deferred post-retirement benefit plan costs		1,495			1,327			2,995			2,777
Income tax effect related to components of other comprehensive income		(385	)		(339	)		(774	)		(711	)
Other comprehensive income, net of tax		1,110			988			2,221			2,066
Comprehensive income		83,139			201,081			273,512			306,163
Comprehensive loss attributable to redeemable noncontrolling interest		115			12			413			311
Comprehensive income attributable to TEGNA Inc.	$	83,254		$	201,093		$	273,925		$	306,474

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

TEGNA Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited, in thousands of dollars


	Six months ended June 30,
	2024			2023
Cash flows from operating activities:
Net income	$	271,291		$	304,097
Adjustments to reconcile net income to net cash flow from operating activities:
Depreciation and amortization		56,806			56,914
Employee stock-based compensation expenses		20,070			8,845
Company stock 401(k) match contributions		10,216			10,226
Gain on investment sales		(153,626	)		—
Equity loss in unconsolidated investments, net		604			520
Merger termination fee		—			(136,000	)
Pension expense, net of employer contributions		436			2,655
Change in operating assets and liabilities, net of acquisitions:
Decrease in trade receivables		19,830			64,356
(Decrease) increase in accounts payable		(35,820	)		2,576
Increase in interest and taxes payable		33,194			1,100
Increase in deferred revenue		50			861
Changes in other assets and liabilities, net		2,108			(8,665	)
Net cash flow from operating activities		225,159			307,485
Cash flows from investing activities:
Purchase of property and equipment		(20,883	)		(14,491	)
Payments for acquisitions of businesses and assets, net of cash acquired		(52,799	)		(1,150	)
Payments for investments		(9,789	)		(328	)
Proceeds from investments		155,037			23
Proceeds from sale of assets		64			39
Net cash flow provided by (used for) investing activities		71,630			(15,907	)
Cash flows from financing activities:
Repurchase of common stock		(154,699	)		(300,000	)
Dividends paid		(40,914	)		(40,489	)
Payments for financing costs		(6,448	)		—
Other, net		(10,035	)		(13,397	)
Net cash flow used for financing activities		(212,096	)		(353,886	)
Increase (decrease) in cash and cash equivalents		84,693			(62,308	)
Balance of cash and cash equivalents at beginning of period		361,036			551,681
Balance of cash and cash equivalents at end of period	$	445,729		$	489,373


Supplemental cash flow information:
Cash paid for income taxes, net of refunds	$	48,091		$	74,372
Cash paid for interest	$	82,619		$	83,058

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

TEGNA Inc.

CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

Unaudited, in thousands of dollars, except per share data



Quarters ended:	Redeemable noncontrolling interest			Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive loss			Treasury stock			Total Equity
Balance as of Mar. 31, 2024	$	19,174		$	324,419	$	27,941		$	8,248,066		$	(118,499	)	$	(5,684,038	)	$	2,797,889
Net (loss) income		(115	)		—		—			82,144			—			—			82,144
Other comprehensive income, net of tax		—			—		—			—			1,110			—			1,110
Total comprehensive income																			83,254
Dividends declared: $0.125 per share		—			—		—			(21,016	)		—			—			(21,016	)
Company stock 401(k) match contributions		—			—		(4,172	)		(12,446	)		—			21,405			4,787
Stock-based awards activity		—			—		(5,099	)		(15,215	)		—			18,416			(1,898	)
Employee stock-based compensation expenses		—			—		8,938			—			—			—			8,938
Repurchase of common stock		—			—		—			—			—			(70,691	)		(70,691	)
Adjustment of redeemable noncontrolling interest to redemption value		496			—		—			(496	)		—			—			(496	)
Other activity		—			—		333			—			—			—			333
Balance as of June 30, 2024	$	19,555		$	324,419	$	27,941		$	8,281,037		$	(117,389	)	$	(5,714,908	)	$	2,801,100



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

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

TEGNA Inc.

CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

Unaudited, in thousands of dollars, except per share data



Six Months Ended:	Redeemable noncontrolling interest			Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive loss			Treasury stock			Total Equity
Balance as of Dec. 31, 2023	$	18,812		$	324,419	$	27,941		$	8,091,245		$	(119,610	)	$	(5,619,123	)	$	2,704,872
Net (loss) income		(413	)		—		—			271,704			—			—			271,704
Other comprehensive income, net of tax		—			—		—			—			2,221			—			2,221
Total comprehensive income																			273,925
Dividends declared: $0.23875 per share		—			—		—			(40,914	)		—			—			(40,914	)
Company stock 401(k) match contributions		—			—		(19,704	)		(15,165	)		—			45,085			10,216
Stock-based awards activity		—			—		(59,128	)		(24,677	)		—			73,770			(10,035	)
Employee stock-based compensation expenses		—			—		20,070			—			—			—			20,070
Repurchase of common stock		—			—		58,029			—			—			(214,640	)		(156,611	)
Adjustment of redeemable noncontrolling interest to redemption value		1,156			—		—			(1,156	)		—			—			(1,156	)
Other activity		—			—		733			—			—			—			733
Balance as of June 30, 2024	$	19,555		$	324,419	$	27,941		$	8,281,037		$	(117,389	)	$	(5,714,908	)	$	2,801,100



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

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

TEGNA Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – Basis of presentation and accounting policies

Basis of presentation: Our (or TEGNA’s) 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 audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

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, allocation of purchase price to assets and liabilities in business combinations, 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 were previously included in “Equity loss in unconsolidated investments, net” in the Consolidated Statements of Income, however beginning in the first quarter of 2024 such amounts are now included in “Other non-operating items, net”. Additionally, we now present interest income separately within the Non-operating income (expense) section of our Consolidated Statements of Income. We have recast the prior year amounts to conform to these new presentations.

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.

Accounting guidance adopted in 2024: We did not adopt any new accounting guidance in 2024 that had a material impact on our condensed consolidated financial statements or disclosures.

New accounting guidance not yet adopted: In November 2023, the Financial Accounting Standards Board (FASB) issued new guidance that changes required disclosures related to segment reporting. The guidance will require entities to disclose on a quarterly and annual basis the significant segment expense items that are regularly provided to the entity’s chief operating decision maker (CODM). Entities will also be required to disclose the title and position of their CODM. The new guidance is effective for us beginning in 2024 on an annual basis and the first quarter of 2025 on a quarterly basis, and is to be applied on a retrospective basis. Early adoption of the guidance is permitted. We are currently evaluating the effect this new guidance will have on our disclosures.

In December 2023, the FASB issued new guidance that changes certain disclosures related to income taxes. The guidance requires entities to disclose additional quantitative and qualitative information about the reconciliation between their statutory and effective tax rates. Specifically, the guidance requires disaggregation of the reconciling items using standardized categories. This guidance also requires additional disclosure of income taxes paid to now include disaggregation on a federal, state and foreign basis and to specifically include the amount of income taxes paid to individual jurisdictions when they represent five percent or more of total income tax payments. The new guidance is effective for us beginning in 2025 annual reporting and may be applied on either a prospective or retrospective basis. Early adoption of the guidance is permitted. We are currently evaluating the effect this new guidance will have on our disclosures.

Trade receivables and allowances for doubtful accounts: Trade receivables are recorded at invoiced amounts and generally do not bear interest. The allowance for doubtful accounts reflects our estimate of credit exposure, determined principally on the basis of our collection experience, aging of our receivables and any specific reserves needed for certain customers based on their credit risk. Our allowance also takes into account expected future trends which may impact our customers’ ability to pay, such as economic growth (or declines), unemployment and demand for our products and services. We monitor the credit quality of our customers and their ability to pay through the use of analytics and communication with individual customers. As of June 30, 2024, our allowance for doubtful accounts was $4.2 million as compared to $2.8 million as of December 31, 2023.

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. 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.” When the redemption or carrying value (the acquisition date fair value adjusted for the noncontrolling interest’s share of net income (loss) and dividends) is less than the recorded redemption value, we adjust the redeemable noncontrolling interest to equal the redemption value with changes recognized as an adjustment to retained earnings. Any such adjustment, when necessary, will be performed as of the applicable balance sheet date.

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 accumulated 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, 2024, etc.) and particularly in the second half of those years; and 4) other services, such as production of programming, tower rentals and distribution of our local news content.

Revenue earned by these sources in the second quarter and first six months of 2024 and 2023 are shown below (amounts in thousands):


	Quarters ended June 30,				Six months ended June 30,
	2024		2023		2024		2023

Subscription	$	367,025	$	396,126	$	742,349	$	810,406
Advertising & Marketing Services		300,977		317,726		599,669		625,571
Political		31,643		5,991		59,471		11,282
Other		10,718		11,663		23,126		24,574
Total revenues	$	710,363	$	731,506	$	1,424,615	$	1,471,833

NOTE 2 – Goodwill and other intangible assets

The following table displays goodwill, indefinite-lived intangible assets, and amortizable intangible assets as of June 30, 2024 and December 31, 2023 (in thousands):


	June 30, 2024					Dec. 31, 2023
	Gross		Accumulated Amortization			Gross		Accumulated Amortization

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

Indefinite-lived intangibles:
Television and radio station FCC broadcast licenses		2,124,731					2,124,731
Amortizable intangible assets:
Retransmission agreements		101,423		(92,951	)		113,621		(95,619	)
Network affiliation agreements		275,524		(121,623	)		309,502		(144,834	)
Other		104,198		(55,253	)		71,067		(49,496	)
Total indefinite-lived and amortizable intangible assets	$	2,605,876	$	(269,827	)	$	2,618,921	$	(289,949	)

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 the first six months of 2024, gross intangible assets and associated accumulated amortization decreased by $47.4 million, due to certain intangible assets reaching the end of their useful lives.

On January 31, 2024, Premion, LLC acquired substantially all the assets of Octillion Media, a next-generation, demand-side platform focused on Local Connected TV(CTV)/Over-the-Top (OTT) advertising. The acquisition expands Premion’s capabilities in the growing CTV marketplace by combining Octillion’s technology with Premion’s local CTV/OTT advertising solution.

The base purchase price of the acquisition was $56.0 million plus an adjustment for working capital and a maximum earnout of $14.0 million that the sellers will be entitled to receive if the Octillion Media business achieves certain technological and financial milestones during a defined period following the closing. During the six months ended June 30, 2024, $52.8 million of the purchase price had been paid.

The acquisition was funded with available cash on hand.

We are accounting for the acquisition as a business combination, which requires us to record the assets acquired and liabilities assumed at fair value. The amount by which the purchase price exceeds the fair value of the net assets acquired is recorded as goodwill. We have commenced the appraisals necessary to assess the fair values of the tangible and intangible assets acquired and liabilities assumed and the amount of goodwill to be recognized. Based on preliminary valuations we have recorded $34.4 million of intangible assets related to acquired technology and customer relationships. We also recorded an additional $34.4 million as goodwill, which represents the future economic benefits expected to arise from the acquisition that do not qualify for separate recognition, including assembled workforce, as well as future synergies that we expect to generate. The goodwill and intangible assets are expected to be deductible for tax purposes.

The amounts recorded for acquired assets and liabilities are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date.

NOTE 3 – Investments and other assets

Our investments and other assets consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands):


	June 30, 2024		Dec. 31, 2023

Cash value life insurance	$	51,644	$	50,865
Equity method investments		16,904		16,195
Other equity investments		20,972		19,526
Deferred financing costs		6,898		—
Prepaid assets		7,973		9,878
Other long-term assets		20,225		17,057
Total	$	124,616	$	113,521

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 Statements 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 “Other non-operating items, 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 and 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 2024 we received $152.9 million of pre-tax cash proceeds upon the completion of the previously announced sale of Broadcast Music, Inc. (BMI) to a private equity firm. The pre-tax gain of $152.9 million associated with this sale is included in “Other non-operating items, net” in the Consolidated Statements of Income. Following this sale we no longer have any ownership interest in BMI.

Deferred financing costs: These costs consist of amounts paid to lenders related to our revolving credit facility. On January 25, 2024, we entered into an amendment of our credit facility that resulted in the capitalization of $6.4 million of fees paid to lenders under the new amendment. Additionally, we reclassified approximately $1.1 million of fees under the previous credit facility as non-current deferred financing costs. See Note 4 for additional details of the revolving credit facility amendment. Financing costs paid for our unsecured notes are accounted for as a reduction in the debt obligation.

Prepaid 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):


	June 30, 2024			Dec. 31, 2023

Unsecured notes bearing fixed rate interest at 4.75% due March 2026	$	550,000		$	550,000
Unsecured notes bearing fixed rate interest at 7.75% due June 2027		200,000			200,000
Unsecured notes bearing fixed rate interest at 7.25% due September 2027		240,000			240,000
Unsecured notes bearing fixed rate interest at 4.625% due March 2028		1,000,000			1,000,000
Unsecured notes bearing fixed rate interest at 5.00% due September 2029		1,100,000			1,100,000
Total principal long-term debt		3,090,000			3,090,000
Deferred financing costs		(19,805	)		(22,226	)
Unamortized premiums and discounts, net		4,397			5,027
Total long-term debt	$	3,074,592		$	3,072,801

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

•

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

•

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

•

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

•

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

•

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

•

Establish a $50 million swingline facility.

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

As of June 30, 2024, cash and cash equivalents totaled $445.7 million and we had $12.7 million of letters of credit outstanding and unused borrowing capacity of $737.3 million under our $750 million revolving credit facility, which expires in January 2029. We were in compliance with all covenants, including the leverage ratio (our one financial covenant) contained in our debt agreements and revolving credit facility. We believe, based on our current financial forecasts and trends, that we will remain compliant with all covenants for the foreseeable future.

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 June 30, 2024, were $73.7 million, of which $5.8 million is recorded as a current obligation within accrued liabilities on the Condensed Consolidated Balance Sheets.

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):


	Quarters ended June 30,						Six months ended June 30,
	2024			2023			2024			2023

Interest cost on benefit obligation	$	5,697		$	6,116		$	11,372		$	12,266
Expected return on plan assets		(5,533	)		(5,245	)		(11,033	)		(10,470	)
Amortization of prior service cost (credit)		20			(107	)		45			(232	)
Amortization of actuarial loss		1,475			1,434			2,950			3,009
Expense for company-sponsored retirement plans	$	1,659		$	2,198		$	3,334		$	4,573

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.

During the six months ended June 30, 2024 and 2023 we made cash contributions to the TRP of $1.0 million and $0.0 million, respectively. We made benefit payments to participants of the SERP of $1.9 million during both of the six month periods ended June 30, 2024 and 2023. Based on actuarial projections and funding levels, we expect to make additional cash payments of $2.8 million to the TRP in 2024. We expect to make additional cash payments of $3.0 million to our SERP participants during the remainder of 2024.

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		Total
Quarters ended:
Balance as of Mar. 31, 2024	$	(119,031	)	$	532	$	(118,499	)
Amounts reclassified from AOCL		1,110			—		1,110
Total other comprehensive income		1,110			—		1,110
Balance as of June 30, 2024	$	(117,921	)	$	532	$	(117,389	)

Balance as of Mar. 31, 2023	$	(124,987	)	$	532	$	(124,455	)
Amounts reclassified from AOCL		988			—		988
Total other comprehensive income		988			—		988
Balance as of June 30, 2023	$	(123,999	)	$	532	$	(123,467	)

Six Months Ended:
Balance as of Dec. 31, 2023	$	(120,142	)	$	532	$	(119,610	)
Amounts reclassified from AOCL		2,221			—		2,221
Total other comprehensive income		2,221			—		2,221
Balance as of June 30, 2024	$	(117,921	)	$	532	$	(117,389	)


Balance as of Dec. 31, 2022	$	(126,065	)	$	532	$	(125,533	)
Amounts reclassified from AOCL		2,066			—		2,066
Total other comprehensive income		2,066			—		2,066
Balance as of June 30, 2023	$	(123,999	)	$	532	$	(123,467	)

Reclassifications from AOCL to the Consolidated Statements of Income are comprised of pension and other post-retirement components. Pension and other post-retirement reclassifications are related to the amortization of prior service costs and actuarial losses. Amounts reclassified out of AOCL are summarized below (in thousands):


	Quarters ended June 30,						Six months ended June 30,
	2024			2023			2024			2023

Amortization of prior service cost (credit), net	$	20		$	(107	)	$	45		$	(232	)
Amortization of actuarial loss		1,475			1,434			2,950			3,009
Total reclassifications, before tax		1,495			1,327			2,995			2,777
Income tax effect		(385	)		(339	)		(774	)		(711	)
Total reclassifications, net of tax	$	1,110		$	988		$	2,221		$	2,066

NOTE 7 – Earnings per share

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


	Quarters ended June 30,						Six months ended June 30,
	2024			2023			2024			2023

Net income	$	82,029		$	200,093		$	271,291		$	304,097
Net loss attributable to the noncontrolling interest		115			12			413			311
Adjustment of redeemable noncontrolling interest to redemption value		(496	)		(364	)		(1,156	)		(999	)
Earnings available to common shareholders	$	81,648		$	199,741		$	270,548		$	303,409

Weighted average number of common shares outstanding - basic		169,512			217,830			173,668			221,168
Effect of dilutive securities:
Restricted stock units		250			64			344			126
Performance share awards		118			85			146			97
Weighted average number of common shares outstanding - diluted		169,880			217,979			174,158			221,391

Net income per share - basic	$	0.48		$	0.92		$	1.56		$	1.37
Net income per share - diluted	$	0.48		$	0.92		$	1.55		$	1.37

Our calculation of diluted earnings per share includes the dilutive effects for the assumed vesting of outstanding restricted stock units and performance share awards. The diluted earnings per share amounts exclude the effects of approximately 400 thousand and 500 thousand stock awards for the three and six months ended June 30, 2024, respectively, as their inclusion would be accretive to earnings per share.

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.

We also hold other financial instruments including cash and cash equivalents, receivables, accounts payable, contingent consideration 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 $2.86 billion on June 30, 2024, and $2.93 billion on December 31, 2023.

As described in Note 2, in connection with the Octillion acquisition, the sellers may be entitled to earn additional consideration in the form of earnouts depending on the achievement of certain technological and financial milestones. The maximum value of these earnouts is $14.0 million and we currently estimate their fair value to be $12.8 million. The estimated fair value is based on unobservable inputs and is therefore a Level 3 fair value. The Company’s valuation was based on an income approach, which utilized Monte Carlo simulations that included expected payoff estimates calculated based on various discounted cash flow valuations.

NOTE 9 – Share repurchase program

On June 2, 2023, we entered into our first accelerated share repurchase program (the first ASR) with JPMorgan Chase Bank, National Association (JPMorgan). Under the terms of the first ASR, we repurchased $300 million in TEGNA common stock from JPMorgan, with an initial delivery of approximately 15.2 million shares received on June 6, 2023, representing 80% ($240 million) of the value of the first ASR contract. The first 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 first ASR program, less a discount, less the previously delivered 15.2 million shares.

On November 9, 2023, we entered into a second accelerated share repurchase (the second ASR) program with JPMorgan. Under the terms of the second ASR, we repurchased $325 million in TEGNA common stock from JPMorgan, with an initial delivery of approximately 17.3 million shares received on November 13, 2023, representing 80% ($260 million) of the value of the second ASR contract. The second ASR program was completed on February 22, 2024, shortly after which date JPMorgan delivered an additional 4.0 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 second ASR program, less a discount, less the previously delivered 17.3 million shares.

In December 2023, our Board of Directors authorized a new share repurchase program for up to $650.0 million of our common stock, which was in addition to the second ASR program. This new share repurchase program expires on December 31, 2025. In the second quarter of 2024, 5.1 million shares were repurchased under this program at an average share price of $14.05 for an aggregate cost of $71.3 million. In the first six months of 2024, 10.9 million shares were repurchased under this program at an average share price of $14.29 for an aggregate cost of $155.8 million. Of the shares repurchased in 2024, $1.1 million had not yet been paid for as of the end of the second quarter.

During the first six months of 2024, we returned $195.6 million of capital to shareholders with $154.7 million of share repurchases, representing 10.8 million shares, and paid $40.9 million in dividends.

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

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 approved the settlements in December 2023.

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

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 second quarter and first six months of 2024, we incurred expenses of $23.0 million and $37.3 million, respectively, as a result of the commercial agreement with MadHive. In the second quarter and first six months of 2023, we incurred expenses of $24.0 million and $49.1 million, respectively, as a result of the commercial agreements with MadHive. As of June 30, 2024, and December 31, 2023, we had accounts payable and accrued liabilities associated with the MadHive commercial agreements of $7.8 million and $5.4 million, respectively.

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. 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. We also own leading multicast networks True Crime Network and Quest.

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

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


	Quarters ended June 30,							Six months ended June 30,
	2024			2023			Change	2024		2023			Change

Revenues	$	710,363		$	731,506		(3%)	$	1,424,615	$	1,471,833		(3%)

Operating expenses:
Cost of revenues		432,044			430,528		0%		862,611		857,460		1%
Business units - Selling, general and administrative expenses		94,938			97,231		(2%)		197,198		196,340		0%
Corporate - General and administrative expenses		12,685			26,506		(52%)		27,483		38,606		(29%)
Depreciation		15,173			14,987		1%		29,483		30,036		(2%)
Amortization of intangible assets		13,663			13,296		3%		27,323		26,878		2%
Asset impairment and other		—			3,359		***		1,097		3,359		(67%)
Merger termination fee		—			(136,000	)	***		—		(136,000	)	***
Total	$	568,503		$	449,907		26%	$	1,145,195	$	1,016,679		13%

Operating income	$	141,860		$	281,599		(50%)	$	279,420	$	455,154		(39%)

Non-operating (expense) income		(38,624	)		(37,299	)	4%		74,339		(75,031	)	***
Provision for income taxes		21,207			44,207		(52%)		82,468		76,026		8%
Net income		82,029			200,093		(59%)		271,291		304,097		(11%)
Net loss attributable to redeemable noncontrolling interest		115			12		***		413		311		33%
Net income attributable to TEGNA Inc.	$	82,144		$	200,105		(59%)	$	271,704	$	304,408		(11%)

Net Income per share - basic	$	0.48		$	0.92		(48%)	$	1.56	$	1.37		14%
Net Income per share - diluted	$	0.48		$	0.92		(48%)	$	1.55	$	1.37		13%

*** Not meaningful

Revenues

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

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

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 in the past few years and we expect this to continue.

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


	Quarters ended June 30,					Six months ended June 30,
	2024		2023		Change	2024		2023		Change

Subscription	$	367,025	$	396,126	(7%)	$	742,349	$	810,406	(8%)
Advertising & Marketing Services		300,977		317,726	(5%)		599,669		625,571	(4%)
Political		31,643		5,991	***		59,471		11,282	***
Other		10,718		11,663	(8%)		23,126		24,574	(6%)
Total revenues	$	710,363	$	731,506	(3%)	$	1,424,615	$	1,471,833	(3%)

*** Not meaningful

Total revenues decreased $21.1 million in the second quarter of 2024 and $47.2 million in the first six months of 2024 compared to the same periods in 2023. The net decreases were primarily driven by a decline in subscription revenue ($29.1 million second quarter, $68.1 million first six months) primarily due to declines in subscribers and, for the six-month period only, a temporary disruption of service with a distribution partner which was successfully resolved on January 13, 2024. These declines were partially offset by contractual rate increases under our retransmission agreements. Also contributing to these declines was a reduction in AMS revenue ($16.7 million second quarter, $25.9 million first six months) due to continued softness in the national advertising market. Partially offsetting these decreases was an increase in political revenue ($25.7 million second quarter, $48.2 million first six months).

Cost of revenues

Cost of revenues increased $1.5 million in the second quarter of 2024 and $5.2 million in the first six months of 2024 compared to the same periods in 2023. The increases were primarily due to payroll-related costs ($4.7 million second quarter, $8.2 million first six months), employee retention costs ($1.0 million second quarter, $2.3 million first six months), workforce restructuring costs ($0.6 million second quarter, $0.7 million first six months), and employee stock-based compensation ($0.7 million second quarter, $2.7 million first six months). Partially offsetting these increases was a decline in programming costs ($4.2 million second quarter, $6.0 million first six months).

Business units - Selling, general and administrative expenses

Business unit selling, general and administrative expenses decreased $2.3 million in the second quarter of 2024 and increased $0.9 million in the first six months of 2024 compared to the same periods in 2023. The second quarter decrease was primarily due to declines in professional service costs, partially offset by increases from employee retention costs, employee stock-based compensation, and workforce restructuring costs. The increase in the first six months was primarily due to increases from employee retention costs, employee stock-based compensation, and workforce restructuring costs. These increases were partially offset by declines in professional service costs.

Corporate - General and administrative expenses

Our corporate costs are separated from our direct business expenses and are recorded as general and administrative expenses in our Consolidated Statements of Income. This category primarily consists of corporate management and support functions including Legal, Human Resources, and Finance.

Corporate general and administrative expenses decreased $13.8 million in the second quarter of 2024 and $11.1 million in the first six months of 2024 compared to the same period in 2023. The decreases were primarily due to declines in M&A-related costs ($17.1 million second quarter, $17.6 million first six months) incurred in connection with the now terminated merger. Partially offsetting these declines were increases in employee retention costs ($1.2 million second quarter, $2.2 million first six months) and workforce restructuring costs ($0.5 million second quarter, $0.6 million first six months).

Depreciation

Depreciation expense increased by $0.2 million in the second quarter of 2024 and decreased $0.6 million in the first six months of 2024 compared to the same period in 2023.

Amortization of intangible assets

Intangible asset amortization expense increased $0.4 million in the second quarter of 2024 and the six months of 2024 compared to the same period in 2023. The increases were primarily due to the amortization of intangible assets acquired in the Octillion Media acquisition, partially offset by a decrease in amortization due to certain intangible assets reaching the end of their assumed useful lives and therefore becoming fully amortized.

Asset impairment and other

Asset impairment and other expenses were $0.0 million in the second quarter of 2024 and $1.1 million in the first six months of 2024 compared to $3.4 million in both the second quarter of 2023 and the first six months of 2023. The 2024 activity was due to a contract termination fee. The 2023 activity was due to a $3.4 million impairment charge recognized on programming assets in the second quarter of 2023.

Merger termination fee

On February 22, 2022, we entered into an Agreement and Plan of Merger (as amended, the Merger Agreement), with Teton Parent Corp. On May 22, 2023, after a protracted regulatory review, we terminated the Merger Agreement in accordance with its terms. Per the terms of the Merger Agreement, we received $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

Operating income decreased $139.7 million in the second quarter of 2024 and $175.7 million in the first six months of 2024 compared to the same period in 2023. These decreases were primarily driven by the absence in 2024 of the $136.0 million Merger termination fee received in the second quarter of 2023 and net declines in revenue, partially offset by declines in corporate expenses. Non-GAAP operating income declined $19.1 million in the second quarter of 2024 and $49.3 million in the first six months of 2024 due to the declines in subscription revenues and AMS revenues discussed above. For information on the nature and magnitude of items excluded from non-GAAP results, and a reconciliation to the most directly comparable GAAP measure, see the "Results from Operations- Non-GAAP Information" section.

Non-operating (expense) income

Non-operating expense increased $1.3 million in the second quarter of 2024 compared to the same period in 2023. The increase in expense was primarily due to a decrease in interest income.

In the first six months of 2024, non-operating income increased $149.4 million compared to the same period in 2023. The increase was primarily due to a $152.9 million gain recognized on the sale of our investment in Broadcast Music, Inc. in the first quarter of 2024.

Provision for income taxes

Income tax expense decreased $23.0 million in the second quarter of 2024 compared to the same period in 2023. The decrease was primarily due to a decrease in net income before tax partially offset by an increase in the effective income tax rate. Income tax expense increased $6.4 million in the first six months of 2024 compared to the same period in 2023. The increase in the first six months was primarily due to an increase in the effective income tax rate partially offset by a decrease in net income before tax. Our effective income tax rate was 20.5% for the second quarter of 2024, compared to 18.1% for the second quarter of 2023. Our effective income tax rate was 23.3% for the first six months of 2024, compared to 20.0% for the same period in 2023. The tax rate for the second quarter and the first six months of 2024 is higher than the comparable rate in 2023 primarily due to the 2023 tax rate being favorably impacted by the deduction of previously capitalized transaction costs resulting from the termination of the Merger Agreement and a portion of the Merger termination fee being treated as non-taxable. The tax rate for 2024 benefited from the purchase of federal clean energy tax credits and discrete tax benefits as a result of a favorable settlement of an IRS audit from 2016 and 2017.

Net income attributable to TEGNA Inc.

Net income attributable to TEGNA Inc. was $82.1 million, or $0.48 per diluted share, in the second quarter of 2024 compared to $200.1 million, or $0.92 per diluted share, during the same period in 2023. On a non-GAAP basis, net income attributable to TEGNA Inc. was $86.2 million, or $0.50 per diluted share, in the second quarter of 2024 compared to $97.4 million, or $0.44 per diluted share, during the same period in 2023. For the first six months of 2024, net income attributable to TEGNA Inc. was $271.7 million, or $1.55 per diluted share, compared to $304.4 million, or $1.37 per diluted share, during the same period of 2023. On a non-GAAP basis, net income attributable to TEGNA Inc. was $166.3 million, or $0.95 per diluted share, in the first six months of 2024 compared to $204.3 million, or $0.91 per diluted share, during the same period in 2023. Both income and earnings per share, on a GAAP and non-GAAP basis, were affected by the factors discussed above. For information on the nature and magnitude of items excluded from non-GAAP results, and a reconciliation to the most directly comparable GAAP measure, see the "Results from Operations- Non-GAAP Information" section.

The weighted average number of diluted common shares outstanding as of the second quarter of 2024 and 2023 were 169.9 million and 218.0 million, respectively. The weighted average number of diluted shares outstanding in the first six months of 2024 and 2023 was 174.2 million and 221.4 million, respectively. The decline in the number of diluted common shares outstanding was primarily due to share repurchases of 39.5 million under our ASR programs which began in the second quarter of 2023, the receipt of 8.6 million shares to satisfy the Merger termination fee which occurred in the second quarter of 2023 and share repurchases of 12.7 million starting in the third quarter of 2023 through the second quarter of 2024 under our authorized repurchase programs.

Results from Operations - Non-GAAP Information

Presentation of Non-GAAP information

The Company uses 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 the Company’s Board of Directors (the "Board") regularly use Corporate – General and administrative expenses, Operating expenses, Operating income, Income before income taxes, Provision for income taxes, Net income attributable to TEGNA Inc., and Diluted earnings per share, each presented on a non-GAAP basis, for purposes of evaluating company performance. Management and the Board also use Adjusted EBITDA to evaluate Company performance. The Leadership Development and Compensation Committee of our Board uses non-GAAP measures such as Adjusted EBITDA, non-GAAP net income, non-GAAP EPS to evaluate and compensate senior management. The Company, therefore, believes 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, facilitating comparisons of results across historical periods and focus on the underlying ongoing operating performance of our business. The Company also believes 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.

The Company discusses in this Form 10-Q non-GAAP financial performance measures that exclude from its reported GAAP results the impact of “special items” which are described in detail below in the section titled “Discussion of Special Charges and Credits Affecting Reported Results.” The Company believes that such expenses and gains are not indicative of normal, ongoing operations. While these items should not be disregarded in evaluation of our earnings performance, it is useful to exclude such items when analyzing current results and trends compared to other periods as these items can vary significantly from period to period depending on specific underlying transactions or events that may occur. Therefore, while we may incur or recognize these types of expenses, charges, and gains in the future, the Company believes 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.

The Company also discusses Adjusted EBITDA (with and without stock-based compensation expense), a non-GAAP financial performance measure that it believes offers a useful view of the overall operation of its businesses. The Company defines Adjusted EBITDA as net income attributable to TEGNA before (1) net loss attributable to redeemable noncontrolling interest, (2) income taxes, (3) interest expense, (4) interest income, (5) other non-operating items, net, (6) M&A-related costs, (7) asset impairment and other, (8) workforce restructuring, (9) employee retention costs, (10) the Merger termination fee, (11) depreciation and (12) amortization of intangible assets. The Company believes 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.

Discussion of Special Charges and Credits Affecting Reported Results

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

Quarter and six months ended June 30, 2024:

•

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

•

M&A-related costs;

•

Workforce restructuring expenses;

•

Asset impairment and other consisting of a contract termination fee; and

•

Other non-operating item consisting of a gain recognized on the sale of our investment in Broadcast Music Inc. (BMI).

Quarter and six months ended June 30, 2023:

•

M&A-related costs;

•

Merger termination fee;

•

Asset impairment and other consisting of programming asset impairments; and

•

Tax benefit associated with previously disallowed transaction costs.

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 June 30, 2024	GAAP measure		Retention costs - SBC			Retention costs - Cash			Workforce restructuring			Non-GAAP measure

Corporate - General and administrative expenses	$	12,685	$	(571	)	$	(654	)	$	(492	)	$	10,968
Operating expenses		568,503		(2,198	)		(1,003	)		(1,830	)		563,472
Operating income		141,860		2,198			1,003			1,830			146,891
Income before income taxes		103,236		2,198			1,003			1,830			108,267
Provision for income taxes		21,207		362			171			445			22,185
Net income attributable to TEGNA Inc.		82,144		1,836			832			1,385			86,197
Earnings per share - diluted	$	0.48	$	0.01		$	—		$	0.01		$	0.50


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

Corporate - General and administrative expenses	$	26,506	$	(17,082	)	$	—		$	—		$	—		$	9,424
Operating expenses		449,907		(17,082	)		136,000			(3,359	)		—			565,466
Operating income		281,599		17,082			(136,000	)		3,359			—			166,040
Income before income taxes		244,300		17,082			(136,000	)		3,359			—			128,741
Provision for income taxes		44,207		4,371			(24,504	)		860			6,443			31,377
Net income attributable to TEGNA Inc.		200,105		12,711			(111,496	)		2,499			(6,443	)		97,376
Earnings per share - diluted (a)	$	0.92	$	0.06		$	(0.51	)	$	0.01		$	(0.03	)	$	0.44

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


			Special Items
Six months ended June 30, 2024	GAAP measure		Retention costs - SBC			Retention costs - Cash			M&A-related costs			Workforce restructuring			Asset impairment and other			BMI sale gain			Non-GAAP measure

Corporate - General and administrative expenses	$	27,483	$	(1,323	)	$	(875	)	$	(2,290	)	$	(603	)	$	—		$	—		$	22,392
Operating expenses		1,145,195		(5,091	)		(1,573	)		(2,290	)		(3,637	)		(1,097	)		—			1,131,507
Operating income		279,420		5,091			1,573			2,290			3,637			1,097			—			293,108
Income before income taxes		353,759		5,091			1,573			2,290			3,637			1,097			(152,867	)		214,580
Provision for income taxes		82,468		793			248			593			890			284			(36,621	)		48,655
Net income attributable to TEGNA Inc.		271,704		4,298			1,325			1,697			2,747			813			(116,246	)		166,338
Earnings per share - diluted (a)	$	1.55	$	0.03		$	0.01		$	0.01		$	0.02		$	0.01		$	(0.67	)	$	0.95

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


			Special Items
Six months ended June 30, 2023	GAAP measure		M&A-related costs			Merger termination fee			Asset impairment and other			Special tax item			Non-GAAP measure

Corporate - General and administrative expenses	$	38,606	$	(19,848	)	$	—		$	—		$	—		$	18,758
Operating expenses		1,016,679		(19,848	)		136,000			(3,359	)		—			1,129,472
Operating income		455,154		19,848			(136,000	)		3,359			—			342,361
Income before income taxes		380,123		19,848			(136,000	)		3,359			—			267,330
Provision for income taxes		76,026		4,552			(24,504	)		860			6,443			63,377
Net income attributable to TEGNA Inc.		304,408		15,296			(111,496	)		2,499			(6,443	)		204,264
Earnings per share - diluted (a)	$	1.37	$	0.07		$	(0.50	)	$	0.01		$	(0.03	)	$	0.91

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

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):


	Quarters ended June 30,							Six months ended June 30,
	2024			2023			Change	2024			2023			Change

Net income attributable to TEGNA Inc. (GAAP basis)	$	82,144		$	200,105		(59%)	$	271,704		$	304,408		(11%)
Less: Net loss attributable to redeemable noncontrolling interest		(115	)		(12	)	***		(413	)		(311	)	33%
Plus: Provision for income taxes		21,207			44,207		(52%)		82,468			76,026		8%
Plus: Interest expense		41,748			42,797		(2%)		84,116			85,703		(2%)
Less: Interest income		(5,873	)		(8,536	)	(31%)		(11,446	)		(16,109	)	(29%)
Plus (Less): Other non-operating items, net		2,749			3,038		(10%)		(147,009	)		5,437		***
Operating income (GAAP basis)		141,860			281,599		(50%)		279,420			455,154		(39%)
Plus: M&A-related costs		—			17,082		***		2,290			19,848		(88%)
Plus: Asset impairment and other		—			3,359		***		1,097			3,359		(67%)
Plus: Workforce restructuring		1,830			—		***		3,637			—		***
Plus: Retention costs - Employee stock-based compensation expenses		2,198			—		***		5,091			—		***
Plus: Retention costs - Cash		1,003			—		***		1,573			—		***
Less: Merger termination fee		—			(136,000	)	***		—			(136,000	)	***
Adjusted operating income (non-GAAP basis)		146,891			166,040		(12%)		293,108			342,361		(14%)
Plus: Depreciation		15,173			14,987		1%		29,483			30,036		(2%)
Plus: Amortization of intangible assets		13,663			13,296		3%		27,323			26,878		2%
Adjusted EBITDA	$	175,727		$	194,323		(10%)	$	349,914		$	399,275		(12%)
Stock-based compensation expenses:
Employee awards		6,740			5,157		31%		14,980			8,845		69%
Company stock 401(k) match contributions		4,787			4,662		3%		10,216			10,226		(0%)
Adjusted EBITDA before stock-based compensation costs	$	187,254		$	204,142		(8%)	$	375,110		$	418,346		(10%)

*** Not meaningful

In the second quarter of 2024 Adjusted EBITDA margin was 25% with stock-based compensation expense or 26% without those expenses. For the six months ended June 30, 2024, Adjusted EBITDA margin of 25% with stock-based compensation expense or 26% without those expenses. Our total Adjusted EBITDA decreased $18.6 million, or 10%, in the second quarter of 2024 and decreased $49.4 million, or 12%, in the first six months of 2024, compared to 2023. This decrease was primarily driven by the operational factors discussed above within the revenue and operating expense fluctuation explanation sections, most notably, the decreases in subscription and AMS revenues offset by an increase in political revenue.

Liquidity, Capital Resources and Cash Flows

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

We paid dividends totaling $40.9 million and $40.5 million in the six months ended June 30, 2024 and 2023, respectively. On May 8, 2024 we announced that our Board of Directors further increased the quarterly dividend by 10%, from 11.375 to 12.5 cents per share. This increase builds on a 20 percent increase to TEGNA’s dividend in 2023. The increased dividend took effect beginning with the July 1, 2024 dividend payment, to stockholders of record as of the close of business on June 7, 2024.

On November 9, 2023, we entered into a second accelerated share repurchase (the second ASR) program with JPMorgan. Under the terms of the second ASR, we repurchased $325 million in TEGNA common stock from JPMorgan, with an initial delivery of approximately 17.3 million shares received on November 13, 2023, representing 80% ($260 million) of the value of the second ASR contract. The second ASR program was completed on February 22, 2024, shortly after which JPMorgan delivered an additional 4.0 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 second ASR program, less a discount, less the previously delivered 17.3 million shares.

In December 2023, our Board of Directors authorized a share repurchase program for up to $650.0 million of our common stock, which was in addition to the second ASR program. This share repurchase program expires on December 31, 2025. In the first six months of 2024, 10.9 million shares were repurchased under this program at an average share price of $14.29 for an aggregate cost of $155.8 million, of which $1.1 million had not yet been paid as of the end of the second quarter.

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

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

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

During the first half of 2024, we returned $195.6 million of capital to shareholders with $154.7 million of share repurchases, representing 10.8 million shares, and paid $40.9 million in dividends.

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

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

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

•

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

•

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

•

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

•

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

•

Establish a $50 million swingline facility.

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

As of June 30, 2024, we were in compliance with all covenants contained in our debt agreements and credit facility. Our leverage ratio, calculated in accordance with our revolving Credit Agreement, was 2.89x, below the maximum permitted leverage ratio of 4.50x. The leverage ratio is calculated using annualized adjusted EBITDA (as defined in the Credit Agreement) for the trailing eight quarters. We expect to remain compliant with all covenants for the foreseeable future. As of June 30, 2024, our total debt was $3.07 billion, cash and cash equivalents totaled $445.7 million, and we had unused borrowing capacity of $737.3 million under our revolving credit facility after giving effect to outstanding letters of credit. 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 2023 Annual Report on Form 10-K for further discussion. We expect our existing cash and cash equivalents, expected future cash flow from our operations, and borrowing capacity under the revolving credit facility will be more than sufficient to satisfy our recurring contractual commitments, debt service obligations, capital expenditure requirements, and other working capital needs for the next twelve months and beyond.

Cash Flows

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


	Six months ended June 30,
	2024			2023

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

Operating activities:
Net income		271,291			304,097
Gain on investment sales		(153,626	)		—
Merger termination fee		—			(136,000	)
Depreciation, amortization and other non-cash adjustments		87,696			76,505
Pension expense, net of contributions		436			2,655
Decrease in trade receivables		19,830			64,356
(Decrease) increase in accounts payable		(35,820	)		2,576
Increase in interest and taxes payable		33,194			1,100
All other operating activities		2,158			(7,804	)
Net cash flow from operating activities		225,159			307,485

Investing activities:
Purchase of property and equipment		(20,883	)		(14,491	)
Payments for acquisitions of businesses and assets, net of cash acquired		(52,799	)		(1,150	)
Proceeds from investments		155,037			23
All other investing activities		(9,725	)		(289	)
Net cash flow provided by (used for) investing activities		71,630			(15,907	)

Financing activities:
Repurchase of common stock		(154,699	)		(300,000	)
Dividends paid		(40,914	)		(40,489	)
Payments for financing costs		(6,448	)		—
All other financing activities		(10,035	)		(13,397	)
Net cash flow used for financing activities		(212,096	)		(353,886	)
Net change in cash and cash equivalents		84,693			(62,308	)
Cash and cash equivalents at end of the period	$	445,729		$	489,373

Operating activities - Cash flow from operating activities was $225.2 million for the six months ended June 30, 2024, compared to $307.5 million for the same period in 2023. The decrease of $82.3 million was primarily driven by changes in working capital, primarily accounts receivable of $44.5 million and accounts payable of $38.4 million. The change in accounts receivable was driven in part by a decline in revenue and the change in accounts payable was driven by the timing of payments. These decreases were partially offset by a decline in cash paid for taxes of $26.3 million, driven in part by the utilization of clean energy tax credits in 2024.

Investing activities - Cash flow from investing activities was a net cash inflow of $71.6 million for the six months ended June 30, 2024, compared to a net cash outflow of $15.9 million for the same period in 2023. The increase in net cash flows of $87.5 million from investing activities was primarily driven by proceeds of $152.9 million from the sale of our investment in BMI in the first quarter of 2024. This was partially offset by cash outflows of $52.8 million for the acquisition of Octillion Media.

Financing activities - Cash flow used for financing activities was $212.1 million for the six months ended June 30, 2024, compared to $353.9 million for the same period in 2023. The decrease was primarily due to our repurchase of common stock, which included a $300.0 million ASR program payment in the second quarter of 2023 that did not recur in 2024. In the first six months of 2024 we repurchased $154.7 million of common stock on the open market under our authorized share repurchase program.

Certain Factors Affecting Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q that do not describe historical facts may constitute forward-looking statements within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in the communication, the words “believes,” “estimates,” “plans,” “expects,” “should,” “could,” “outlook,” and “anticipates” and similar expressions as they relate to the Company, or its financial results are intended to identify forward-looking statements. Forward-looking statements in this communication may include, without limitation, statements regarding anticipated growth rates and the Company’s plans, objectives and expectations. Forward-looking statements are based on a number of assumptions about future events and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs, projections and estimates expressed in such statements, many of which are outside the Company’s control. These risks, uncertainties and other factors include, but are not limited to, risks and uncertainties related to: changes in the market price of the Company’s shares; general market conditions, constraints, volatility, or disruptions in the capital markets; the possibility that the Company’s capital allocation plan, including dividends, share repurchases, and/or strategic acquisitions, investments, and partnerships may not enhance long-term stockholder value; legal proceedings, judgments or settlements; the Company’s ability to re-price or renew subscribers; potential regulatory actions; changes in consumer behaviors and impacts on and modifications to TEGNA’s operations and business relating thereto; and economic, competitive, governmental, technological and other factors and risks that may affect the Company’s operations or financial results, which are discussed in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Any forward-looking statements in this communication should be evaluated in light of these important risk factors. The Company is not responsible for updating the information contained in this communication beyond the published date, or for changes made to this press release by wire services, Internet service providers or other media.

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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

For quantitative and qualitative disclosures about market risk, refer to the following section of our 2023 Annual Report on Form 10-K: “Item 7A. Quantitative and Qualitative Disclosures about Market Risk.” Our exposures to market risk have not changed materially since December 31, 2023.

As of June 30, 2024, we did not have any floating interest obligations outstanding and had unused borrowing capacity of $737.3 million under our $750 million revolving credit facility, which expires in January 2029. Any amounts borrowed under the revolving credit facility in the future are subject to a variable rate. Refer to Note 8 to the condensed consolidated financial statements for information regarding the fair value of our long-term debt.

Item 4. Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2024. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective, as of June 30, 2024, to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See Note 10 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 2023 Annual Report on Form 10-K describes the risks and uncertainties that we believe may have the potential to materially affect our business, results of operations, financial condition, cash flows, projected results and future prospects. We do not believe that there have been any material changes from the risk factors previously disclosed in our 2023 Annual Report on Form 10-K.

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

Issuer Purchases of Equity Securities

The following table presents stock repurchases by the Company during the three months ended June 30, 2024 (in thousands, except per share amounts):


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

April 1, 2024 - April 30, 2024		1,835	$	13.88		1,835		540,043
May 1, 2024 - May 31, 2024		1,604		14.66		1,604		516,527
June 1, 2024 - June 30, 2024		1,638	$	13.66		1,638		494,150
Total Second Quarter 2024		5,077				5,077

In December 2023, our Board of Directors authorized the renewal of our share repurchase program for up to $650 million of our common stock over two years. The shares may be repurchased at management’s discretion, either on the open market or in privately negotiated block transactions. Management’s decision to repurchase shares will depend on price, blackout periods and other corporate developments. Purchases may occur from time to time and no maximum purchase price has been set. Since the inception of this program, we have repurchased 10.9 million shares under this program, including the 5.1 million shares shown in the above table, at an aggregate price of $155.8 million. As of the end of the second quarter of 2024, $494.2 million of common stock may still be purchased under this program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit Number		Description


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

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

10-1		Offer Letter, dated as of June 17, 2024, by and between TEGNA Inc. and Michael Steib.* (incorporated by reference to Exhibit 10-1 to Form 8-K filed June 20, 2024.

10-2		Letter Agreement, dated as of June 17, 2024, by and between TEGNA Inc. and David T. Lougee.* (incorporated by reference to Exhibit 10-2 to Form 8-K filed June 20, 2024.

10-3		Amendment No. 11 to TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals, dated as of June 25, 2024.* (attached)

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 as its XBRL tags are embedded within the Inline XBRL document.

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

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

* Asterisks identify management contracts and compensatory plans and arrangements.

SIGNATURE

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


Date: August 7, 2024	TEGNA INC.

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

EX-10.3

EXHIBIT 10-3

TEGNA INC.

DEFERRED COMPENSATION PLAN

RULES FOR POST-2004 DEFERRALS

Restated as of January 1, 2005

Amendment No. 11

TEGNA Inc. (the “Company”) hereby amends the TEGNA Inc. Deferred Compensation Plan, Rules for Post-2004 Deferrals, restated as of January 1, 2005, as amended (the “Plan”), as follows:

Section 2.6(a) is amended by adding the following sentence after the first sentence of such section:

Notwithstanding the forgoing, the Committee may elect to record keep Participants’ Deferred Compensation Accounts based on the year for which the deferral election is made and the source of the deferral (e.g., salary or bonus deferrals), in which case the Committee may permit a Participant to make separate Payment Commencement Date (as defined in Section 2.9(b)) and Method of Payment (as defined in Section 2.9(c)) elections for such deferrals.

Section 2.9(b) of the Plan is amended by adding the following new provisions to the end of such Section:

Notwithstanding the foregoing provisions, for deferral elections made after September 1, 2024, the following rules shall apply:

•

At the time a deferral election is made, the Participant shall choose the date on which payment of the amount credited to the Deferred Compensation Account is to commence, which date shall be (i) as soon as administratively practicable on or after the first day of the second month after the month in which the Participant retires; (ii) as soon as administratively practicable on or after June 1st of the first calendar year immediately following the calendar year in which the Participant retires; or (iii) the date specified by the Participant, which must be at least one year after the year for which the Participant is making the deferral (collectively (i), (ii) and (iii) a “Payment Commencement Date”).

•

In the case of Director Participants, the Payment Commencement Date shall be no later than as soon as administratively practicable on or after June 1st of the first calendar year immediately following the calendar year in which the Director Participant retires from the Board pursuant to the Board’s mandatory retirement rules. In the case of key employee Participants, the Payment Commencement Date shall be no later than as soon as administratively practicable on or after June 1st of the first calendar year immediately following the calendar year in which the

key employee Participant retires or the month the key employee Participant reaches age 65, whichever occurs later.

Section 2.9(c) of the Plan is amended by adding the following new sentence after the first sentence of such Section:

Notwithstanding the foregoing provisions, for deferral elections made after September 1, 2024, at the time the election to defer is made, a Participant may choose to receive payments either (i) in a lump sum; or (ii) if the Participant elects a Payment Commencement Date that is the year of the Participant’s retirement or the year following the Participant’s retirement, in up to fifteen annual installments.

IN WITNESS WHEREOF, TEGNA Inc. has caused this Amendment to be executed by its duly authorized officer as of July 2, 2024.


	TEGNA INC.

	By: /s/ Jeffrey Newman
	Name: Jeffery Newman
	Title: Senior Vice President/Chief HR Officer

EX-31.1

EXHIBIT 31-1

CERTIFICATIONS

I, David T. Lougee, certify that:

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

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;

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;

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:

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;

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;

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

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

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):

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

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: August 7, 2024

EX-31.2

EXHIBIT 31-2

CERTIFICATIONS

I, Julie A. Heskett, certify that:

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

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/ Julie A. Heskett

    Julie A. Heskett
Senior Vice President and Chief Financial Officer 
(principal financial officer)

Date: August 7, 2024

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 period ending June 30, 2024 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)

August 7, 2024

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 period ending June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Julie A. Heskett, senior vice president and 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/ Julie A. Heskett

    Julie A. Heskett
Senior Vice President and Chief Financial Officer 
(principal financial officer)

August 7, 2024