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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 10-Q
_______________________
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
OR
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-6961
___________________________
TEGNA INC.
(Exact name of registrant as specified in its charter)
___________________________
Delaware
16-0442930
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
   8350 Broad Street, Suite 2000,Tysons,Virginia22102-5151
(Address of principal executive offices)(Zip Code)
(703) 873-6600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common StockTGNANew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company

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

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

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



INDEX TO TEGNA INC.
Mar. 31, 2022 FORM 10-Q
 
Item No. Page
PART I. FINANCIAL INFORMATION
1.Financial Statements
2.
3.
4.
PART II. OTHER INFORMATION
1.
1A.
2.
3.
4.
5.
6.
2


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

TEGNA Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands of dollars (Unaudited)
Mar. 31, 2022Dec. 31, 2021
ASSETS
Current assets
Cash and cash equivalents$43,316 $56,989 
Accounts receivable, net of allowances of $4,810 and $4,371, respectively
641,960 642,280 
Other receivables13,508 15,496 
Syndicated programming rights39,378 53,100 
Prepaid expenses and other current assets30,589 19,724 
Total current assets768,751 787,589 
Property and equipment
Cost1,058,682 1,053,851 
Less accumulated depreciation(601,343)(586,656)
Net property and equipment457,339 467,195 
Intangible and other assets
Goodwill2,981,587 2,981,587 
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $313,593 and $298,593, respectively
2,426,488 2,441,488 
Right-of-use assets for operating leases84,500 87,279 
Investments and other assets135,080 152,508 
Total intangible and other assets5,627,655 5,662,862 
Total assets$6,853,745 $6,917,646 
The accompanying notes are an integral part of these condensed consolidated financial statements.
3


TEGNA Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands of dollars, except par value and share amounts (Unaudited)
Mar. 31, 2022Dec. 31, 2021
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
Current liabilities
Accounts payable$86,984 $72,996 
Accrued liabilities
   Compensation38,492 55,179 
   Interest12,795 45,905 
   Contracts payable for programming rights104,981 98,534 
   Other89,367 91,098 
Income taxes payable47,176 11,420 
Total current liabilities379,795 375,132 
Noncurrent liabilities
Deferred income tax liability550,998 548,374 
Long-term debt3,066,783 3,231,970 
Pension liabilities56,428 58,063 
Operating lease liabilities85,926 88,970 
Other noncurrent liabilities78,536 79,102 
Total noncurrent liabilities3,838,671 4,006,479 
Total liabilities4,218,466 4,381,611 
Commitments and contingent liabilities (see Note 9)
Redeemable noncontrolling interest (see Note 1)16,430 16,129 
Shareholders’ equity
Common stock of $1 par value per share, 800,000,000 shares authorized, 324,418,632 shares issued
324,419 324,419 
Additional paid-in capital27,941 27,941 
Retained earnings7,479,795 7,459,380 
Accumulated other comprehensive loss(111,834)(97,216)
Less treasury stock at cost, 101,681,915 shares and 103,012,455 shares, respectively
(5,101,472)(5,194,618)
Total equity2,618,849 2,519,906 
Total liabilities, redeemable noncontrolling interest and equity$6,853,745 $6,917,646 
The accompanying notes are an integral part of these condensed consolidated financial statements.


4


TEGNA Inc.
CONSOLIDATED STATEMENTS OF INCOME
Unaudited, in thousands of dollars, except per share amounts
Quarter ended Mar. 31,
20222021
Revenues$774,123 $727,051 
Operating expenses:
Cost of revenues1
411,450 394,692 
Business units - Selling, general and administrative expenses
101,969 89,326 
Corporate - General and administrative expenses
21,320 16,870 
Depreciation
15,305 15,896 
Amortization of intangible assets
15,000 15,760 
Spectrum repacking reimbursements and other, net
(58)(1,423)
Total564,986 531,121 
Operating income209,137 195,930 
Non-operating (expense) income:
Equity loss in unconsolidated investments, net (3,811)(1,329)
Interest expense
(43,620)(46,485)
Other non-operating items, net17,319 330 
Total(30,112)(47,484)
Income before income taxes179,025 148,446 
Provision for income taxes44,738 35,614 
Net Income
134,287 112,832 
Net income attributable to redeemable noncontrolling interest(53)(215)
Net income attributable to TEGNA Inc.$134,234 $112,617 
Earnings per share:
Basic $0.60 $0.51 
Diluted $0.60 $0.51 
Weighted average number of common shares outstanding:
Basic shares222,712 220,602 
Diluted shares223,240 221,198 
1 Cost of revenues exclude charges for depreciation and amortization expense, which are shown separately above.
The accompanying notes are an integral part of these condensed consolidated financial statements.
5


TEGNA Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Unaudited, in thousands of dollars
Quarter ended Mar. 31,
20222021
Net income$134,287 $112,832 
Other comprehensive income, before tax:
Foreign currency translation adjustments142 496 
 Recognition of previously deferred post-retirement benefit plan costs975 1,225 
 Realized gain on available-for-sale investment during the period(20,800) 
Other comprehensive (loss) income, before tax(19,683)1,721 
Income tax effect related to components of other comprehensive income5,065 (443)
Other comprehensive income, net of tax(14,618)1,278 
Comprehensive income119,669 114,110 
Comprehensive income attributable to redeemable noncontrolling interest(53)(215)
Comprehensive income attributable to TEGNA Inc.$119,616 $113,895 
The accompanying notes are an integral part of these condensed consolidated financial statements.

6


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


Three months ended Mar. 31,
20222021
Cash flows from operating activities:
Net income$134,287 $112,832 
Adjustments to reconcile net income to net cash flow from operating activities:
Depreciation and amortization30,305 31,656 
Stock-based compensation10,495 8,761 
     Company stock 401(k) contribution5,338 5,304 
Gains on assets, net(18,308) 
Equity loss from unconsolidated investments, net3,811 1,329 
Pension contributions including income, net of expense(585)(4,410)
Change in other assets and liabilities, net of acquisitions:
Increase in trade receivables(120)(63,120)
Increase (decrease) in accounts payable13,987 (15,077)
Increase in interest and taxes payable, net13,663 4,320 
Increase in deferred revenue2,298 923 
Change in other assets and liabilities, net1,089 (24,447)
Net cash flow from operating activities196,260 58,071 
Cash flows from investing activities:
Purchase of property and equipment(5,538)(13,185)
Reimbursements from spectrum repacking58 1,423 
Payments for acquisitions of businesses (13,341)
Purchases of investments(2,216)(157)
Proceeds from investments 2,022 
Proceeds from sale of assets366 7 
Net cash flow used for investing activities(7,330)(23,231)
Cash flows from financing activities:
Payments under revolving credit facilities, net(166,000)(37,000)
Dividends paid(21,151)(15,439)
 Other, net(15,452)(10,516)
Net cash flow used for financing activities(202,603)(62,955)
Decrease in cash(13,673)(28,115)
Balance of cash, beginning of period56,989 40,968 
Balance of cash, end of period$43,316 $12,853 
Supplemental cash flow information:
Cash refunds from income taxes, net of payments$(248)$(33)
Cash paid for interest$75,063 $76,045 
The accompanying notes are an integral part of these condensed consolidated financial statements.
7


TEGNA Inc.
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTEREST
Unaudited, in thousands of dollars, except per share data
Quarters Ended:Redeemable noncontrolling interestCommon
stock
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive
loss
Treasury
stock
Total Equity
Balance at Dec. 31, 2021$16,129 $324,419 $27,941 $7,459,380 $(97,216)$(5,194,618)$2,519,906 
Net income53 — — 134,234 — — 134,234 
Other comprehensive income, net of tax— — — — (14,618)— (14,618)
Total comprehensive income119,616 
Dividends declared: $0.095 per share
— — — (21,150)— — (21,150)
Company stock 401(k) contribution— — (1,322)(11,275)— 17,935 5,338 
Stock-based awards activity— — (9,517)(81,146)— 75,211 (15,452)
Stock-based compensation— — 10,495 — — — 10,495 
Adjustment of redeemable noncontrolling interest to redemption value248 — — (248)— — (248)
Other activity— — 344 — — — 344 
Balance at Mar. 31, 2022$16,430 $324,419 $27,941 $7,479,795 $(111,834)$(5,101,472)$2,618,849 
Redeemable noncontrolling interestCommon
stock
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive
loss
Treasury
stock
Total Equity
Balance at Dec. 31, 2020$14,933 $324,419 $113,267 $7,075,640 $(121,076)$(5,334,155)$2,058,095 
Net income215 — — 112,617 — — 112,617 
Other comprehensive income, net of tax— — — — 1,278 — 1,278 
Total comprehensive income113,895 
Dividends declared: $0.165 per share
— — — (36,469)— — (36,469)
Company stock 401(k) contribution— — (16,254)— — 21,558 5,304 
Stock-based awards activity— — (78,518)— — 68,002 (10,516)
Stock-based compensation— — 8,761 — — — 8,761 
Adjustment of redeemable noncontrolling interest to redemption value72 — — (72)— — (72)
Other activity— — 340 — — — 340 
Balance at Mar. 31, 2021$15,220 $324,419 $27,596 $7,151,716 $(119,798)$(5,244,595)$2,139,338 
The accompanying notes are an integral part of these condensed consolidated financial statements.

8


TEGNA Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – Accounting policies

Basis of presentation: Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial reporting, the instructions for Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (SEC) Regulation S-X. Accordingly, they do not include all information and footnotes which are normally included in the Form 10-K and annual report to shareholders. In our opinion, the condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented. The condensed consolidated financial statements should be read in conjunction with our (or TEGNA’s) audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

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

We operate one operating and reportable segment, which primarily consists of our 64 television stations and two radio stations operating in 51 markets, providing high-quality television programming and digital content. Our reportable segment determination is based on our management and internal reporting structure, the nature of products and services we offer, and the financial information that is evaluated regularly by our chief operating decision maker.

Merger Agreement: On February 22, 2022, we entered into an Agreement and Plan of Merger (as amended, the Merger Agreement), with Teton Parent Corp., a newly formed Delaware corporation (Parent), Teton Merger Corp., a newly formed Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and solely for purposes of certain provisions specified therein, other subsidiaries of Parent, certain affiliates of Standard General L.P., a Delaware limited partnership (Standard General) and CMG Media Corporation, a Delaware corporation (CMG), and certain of its subsidiaries. Parent, Merger Sub, the other subsidiaries of Parent, those affiliates of Standard General, CMG and those subsidiaries of CMG, are collectively, referred to as the “Parent Restructuring Entities.”

The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into TEGNA (the Merger), with TEGNA continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent. The Merger Agreement provides that each share of common stock, par value $1.00 per share, TEGNA (the Common Stock) outstanding immediately prior to the effective time of the Merger (the Effective Time), other than certain excluded shares, will at the Effective Time automatically be converted into the right to receive (i) $24.00 per share of Common Stock in cash, without interest, plus (ii) additional amounts in cash, without interest, if the Merger does not close within a certain period of time after the date of the Merger Agreement. TEGNA shareholders will receive additional cash consideration in the form of a “ticking fee” of $0.00167 per share per day (or $0.05 per month) if the closing occurs between the 9- and 12-month anniversary of signing, increasing to $0.0025 per share per day (or $0.075 per month) if the closing occurs between the 12- and 13-month anniversary of signing, $0.00333 per share per day (or $0.10 per month) if the closing occurs between the 13- and 14-month anniversary of signing, and $0.00417 per share per day (or $0.125 per month) if the closing occurs on or after the 14-month anniversary of signing.

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

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

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

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

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

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

Trade receivables and allowances for doubtful accounts: Trade receivables are recorded at invoiced amounts and generally do not bear interest. The allowance for doubtful accounts reflects our estimate of credit exposure, determined principally on the basis of our collection experience, aging of our receivables and any specific reserves needed for certain customers based on their credit risk. Our allowance also takes into account expected future trends which may impact our customers’ ability to pay, such as economic growth (or declines), unemployment and demand for our products and services. We monitor the credit quality of our customers and their ability to pay through the use of analytics and communication with individual customers. As of March 31, 2022, our allowance for doubtful accounts was $4.8 million as compared to $4.4 million as of December 31, 2021.

Redeemable Noncontrolling interest: Our Premion business operates an advertising network for over-the-top (OTT) streaming and connected television platforms. In March 2020, we sold a minority interest in Premion to an affiliate of Gray Television (Gray) and entered into a 3 year commercial reselling agreement with the affiliate. Gray’s investment allows it to sell its interest to Premion if there is a change in control of TEGNA or if the existing commercial agreement terminates. Since redemption of the minority ownership interest is outside our control, Gray’s equity interest is presented outside of the Equity section on the Condensed Consolidated Balance Sheet in the caption “Redeemable noncontrolling interest.”

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

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

The primary sources of our revenues are: 1) subscription revenues, reflecting fees paid by satellite, cable, OTT (companies that deliver video content to consumers over the Internet) and telecommunications providers to carry our television signals on their systems; 2) advertising & marketing services revenues, which include local and national non-political television advertising, digital marketing services (including Premion), advertising on the stations’ websites, tablet and mobile products, and OTT apps; 3) political advertising revenues, which are driven by even-year election cycles at the local and national level (e.g. 2022, 2020 etc.) and particularly in the second half of those years; and 4) other services, such as production of programming, tower rentals and distribution of our local news content.

Revenue earned by these sources in the first three months of 2022 and 2021 are shown below (amounts in thousands):
Quarter ended Mar. 31,
20222021
Subscription$391,654 $386,737 
Advertising & Marketing Services354,467 322,834 
Political17,965 9,428 
Other10,037 8,052 
Total revenues$774,123 $727,051 

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NOTE 2 – Goodwill and other intangible assets
The following table displays goodwill, indefinite-lived intangible assets, and amortizable intangible assets as of March 31, 2022 and December 31, 2021 (in thousands):
Mar. 31, 2022Dec. 31, 2021
GrossAccumulated AmortizationGrossAccumulated Amortization
Goodwill$2,981,587 $ $2,981,587 $ 
Indefinite-lived intangibles:
Television and radio station FCC broadcast licenses2,123,898 — 2,123,898 — 
Amortizable intangible assets:
Retransmission agreements235,215 (175,153)235,215 (168,439)
Network affiliation agreements309,503 (103,312)309,503 (97,195)
Other71,465 (35,128)71,465 (32,959)
Total indefinite-lived and amortizable intangible assets$2,740,081 $(313,593)$2,740,081 $(298,593)

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

NOTE 3 – Investments and other assets

Our investments and other assets consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands):
Mar. 31, 2022Dec. 31, 2021
Cash value insurance$50,817 $53,189 
Available-for-sale debt security 23,800 
Equity method investments17,382 21,986 
Other equity investments20,158 20,331 
Deferred debt issuance costs4,924 5,805 
Other long-term assets41,799 27,397 
Total$135,080 $152,508 

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

Available-for-sale debt security: We hold a debt security investment issued by MadHive, Inc. (MadHive), that we classify as an available-for-sale investment. Available-for-sale debt securities are required to be carried at their fair value, with unrealized gains and losses (net of income taxes) that are considered temporary in nature recorded in “Accumulated other comprehensive loss” on the Condensed Consolidated Balance Sheet. The debt security includes features that allow us to convert investment into equity ownership upon the occurrence of certain events. In the first quarter of 2022, we amended the terms of the debt security, which became effective on January 3, 2022, in parallel with an amendment and extension of our commercial agreements with MadHive. The amendments modified several items, including the conversion rights as well as the maturity date of the note. In exchange for the convertible debt modifications, we received favorable terms in our renewed commercial agreements with MadHive. As a result of these amendments, we recognized a previously unrecognized gain of $20.8 million. The gain was recorded in “Other non-operating items, net” within our Consolidated Statement of Income. The debt will mature and become due in June 2022 and therefore its $3.0 million fair value has been reclassified as a current asset in “Other receivables” within our Condensed Consolidated Balance Sheet. See Note 9 for additional information regarding our related party transactions with MadHive.

Other equity investments: Represents investments in non-public businesses that do not have readily determinable pricing, and for which we do not have control or do not exert significant influence. These investments are recorded at cost less
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impairments, if any, plus or minus changes in observable prices for those investments. In the first quarter of 2022, we recorded a $2.5 million impairment charge, in “Other non-operating items, net” within our Consolidated Statement of Income, due to the decline in the fair value of one of our investments.

Deferred debt issuance costs: These costs consist of amounts paid to lenders related to our revolving credit facility. Debt issuance costs paid for our term debt and unsecured notes are accounted for as a reduction in the debt obligation.
NOTE 4 – Long-term debt
Our long-term debt is summarized below (in thousands):
Mar. 31, 2022Dec. 31, 2021
Borrowings under revolving credit agreement expiring August 2024$ $166,000 
Unsecured notes bearing fixed rate interest at 4.75% due March 2026
550,000 550,000 
Unsecured notes bearing fixed rate interest at 7.75% due June 2027
200,000 200,000 
Unsecured notes bearing fixed rate interest at 7.25% due September 2027
240,000 240,000 
Unsecured notes bearing fixed rate interest at 4.625% due March 2028
1,000,000 1,000,000 
Unsecured notes bearing fixed rate interest at 5.00% due September 2029
1,100,000 1,100,000 
Total principal long-term debt3,090,000 3,256,000 
Debt issuance costs(30,295)(31,378)
Unamortized premiums7,078 7,348 
Total long-term debt$3,066,783 $3,231,970 
As of March 31, 2022, cash and cash equivalents totaled $43.3 million and we had unused borrowing capacity of $1.49 billion under our $1.51 billion revolving credit facility, which expires in August 2024. We were in compliance with all covenants, including the leverage ratio (our one financial covenant) contained in our debt agreements and revolving credit facility. We believe, based on our current financial forecasts and trends, that we will remain compliant with all covenants for the foreseeable future.

NOTE 5 – Retirement plans

We have various defined benefit retirement plans. Our principal defined benefit pension plan is the TEGNA Retirement Plan (TRP). The disclosure table below primarily includes the pension expenses of the TRP and the TEGNA Supplemental Retirement Plan (SERP). The total net pension obligations, including both current and non-current liabilities, as of March 31, 2022, were $62.4 million, of which $6.0 million is recorded as a current obligation within accrued liabilities on the Condensed Consolidated Balance Sheet.

Pension costs (income), which primarily include costs for the qualified TRP and the non-qualified SERP, are presented in the following table (in thousands):
Quarter ended Mar. 31,
20222021
Interest cost on benefit obligation$4,300 $3,950 
Expected return on plan assets(4,900)(8,650)
Amortization of prior service cost(125)25 
Amortization of actuarial loss1,100 1,200 
Expense (income) from company-sponsored retirement plans$375 $(3,475)

Benefits no longer accrue for substantially all TRP and SERP participants as a result of amendments to the plans in past years, and as such we no longer incur a significant amount of the service cost component of pension expense. All other components of our pension expense presented above are included within the “Other non-operating items, net” line item of the Consolidated Statements of Income.

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During the three months ended March 31, 2022 and 2021, we did not make any cash contributions to the TRP. We made benefit payments to participants of the SERP of $0.9 million during both of the three month periods ending March 31, 2022 and 2021. Based on actuarial projections and funding levels, we do not expect to make any cash payments to the TRP in 2022 (as none are required based on our current funding levels). We expect to make additional cash payments of $5.0 million to our SERP participants during the remainder of 2022.
NOTE 6 – Accumulated other comprehensive loss

The following table summarizes the components of, and the changes in, Accumulated Other Comprehensive Loss (AOCL), net of tax (in thousands):
Retirement PlansForeign Currency TranslationAvailable-For-Sale InvestmentTotal
Quarters Ended:
Balance at Dec. 31, 2021$(113,090)$455 $15,419 $(97,216)
Other comprehensive income before reclassifications 77  77 
Amounts reclassified from AOCL724  (15,419)(14,695)
Total other comprehensive income (loss)724 77 (15,419)(14,618)
Balance at Mar. 31, 2022$(112,366)$532 $ $(111,834)
Balance at Dec. 31, 2020$(120,979)$(97)$ $(121,076)
Other comprehensive loss before reclassifications 369  369 
Amounts reclassified from AOCL909   909 
Total other comprehensive income909 369  1,278 
Balance at Mar. 31, 2021$(120,070)$272 $ $(119,798)

Reclassifications from AOCL to the Consolidated Statements of Income are comprised of recognition of a realized gain on an available-for-sale investment as well as pension and other post-retirement components. Pension and other post retirement reclassifications are related to the amortizations of prior service costs and actuarial losses. Amounts reclassified out of AOCL are summarized below (in thousands):
Quarter ended Mar. 31,
20222021
Amortization of prior service (credit) cost, net$(125)$25 
Amortization of actuarial loss1,100 1,200 
Realized gain on available-for-sale investment(20,800) 
Total reclassifications, before tax(19,825)1,225 
Income tax effect5,130 (316)
Total reclassifications, net of tax$(14,695)$909 

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NOTE 7 – Earnings per share

Our earnings per share (basic and diluted) are presented below (in thousands, except per share amounts):
Quarter ended Mar. 31,
20222021
Net Income$134,287 $112,832 
Net income attributable to the noncontrolling interest(53)(215)
Adjustment of redeemable noncontrolling interest to redemption value(248)(72)
Earnings available to common shareholders$133,986 $112,545 
Weighted average number of common shares outstanding - basic
222,712 220,602 
Effect of dilutive securities:
Restricted stock units321 410 
Performance shares207 182 
Stock options 4 
Weighted average number of common shares outstanding - diluted223,240 221,198 
Earnings per share - basic$0.60 $0.51 
Earnings per share - diluted$0.60 $0.51 

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

NOTE 8 – Fair value measurement

We measure and record certain assets and liabilities at fair value in the accompanying condensed consolidated financial statements. U.S. GAAP establishes a hierarchy for those instruments measured at fair value that distinguishes between market data (observable inputs) and our own assumptions (unobservable inputs). The hierarchy consists of three levels:

Level 1 - Quoted market prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than Level 1 inputs that are either directly or indirectly observable; and

Level 3 - Unobservable inputs developed using our own estimates and assumptions, which reflect those that a market participant would use.

In the first quarter of 2022, we recorded a $2.5 million impairment charge, in “Other non-operating items, net” within our Consolidated Statement of Income, due to the decline in the fair value of one of our investments. The fair value was determined using a market approach which was based significant inputs not observable in the market, and thus represented a Level 3 fair value measurement. We also hold other financial instruments, including cash and cash equivalents, receivables, accounts payable and debt. The carrying amounts for cash and cash equivalents, receivables and accounts payable approximated their fair values. The fair value of our total debt, based on the bid and ask quotes for the related debt (Level 2), totaled $3.15 billion at March 31, 2022, and $3.40 billion at December 31, 2021.

NOTE 9 – Other matters

Litigation

In the third quarter of 2018, certain national media outlets reported the existence of a confidential investigation by the United States Department of Justice Antitrust Division (DOJ) into the local television advertising sales practices of station owners. We received a Civil Investigative Demand (CID) in connection with the DOJ’s investigation. On November 13 and December 13, 2018, the DOJ and seven other broadcasters settled a DOJ complaint alleging the exchange of competitively sensitive information in the broadcast television industry. In June 2019, we and four other broadcasters entered into a substantially identical agreement with DOJ, which was entered by the court on December 3, 2019. The settlement contains no finding of wrongdoing or liability and carries no penalty. It prohibits us and the other settling entities from sharing certain confidential business information, or using such information pertaining to other broadcasters, except under limited circumstances. The settlement also requires the settling parties to make certain enhancements to their antitrust compliance programs, to continue to cooperate with the DOJ’s investigation, and to permit DOJ to verify compliance. The costs of compliance has not been material, nor do we expect future compliance costs to be material.
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Since the national media reports, numerous putative class action lawsuits were filed against owners of television stations (the Advertising Cases) in different jurisdictions. Plaintiffs are a class consisting of all persons and entities in the United States who paid for all or a portion of advertisement time on local television provided by the defendants. The Advertising Cases assert antitrust and other claims and seek monetary damages, attorneys’ fees, costs and interest, as well as injunctions against the allegedly wrongful conduct.

These cases have been consolidated into a single proceeding in the United States District Court for the Northern District of Illinois, captioned Clay, Massey & Associates, P.C. v. Gray Television, Inc. et. al., filed on July 30, 2018. At the court’s direction, plaintiffs filed an amended complaint on April 3, 2019, that superseded the original complaints. Although we were named as a defendant in sixteen of the original complaints, the amended complaint did not name TEGNA as a defendant. After TEGNA and four other broadcasters entered into consent decrees with the DOJ in June 2019, the plaintiffs sought leave from the court to further amend the complaint to add TEGNA and the other settling broadcasters to the proceeding. The court granted the plaintiffs’ motion, and the plaintiffs filed the second amended complaint on September 9, 2019. On October 8, 2019, the defendants jointly filed a motion to dismiss the matter. On November 6, 2020, the court denied the motion to dismiss. We deny any violation of law, believe that the claims asserted in the Advertising Cases are without merit, and intend to defend ourselves vigorously against them.

Litigation Relating to the Merger

As of May 9, 2022, seven lawsuits have been filed by purported TEGNA stockholders in connection with the Merger. The lawsuits have been filed against TEGNA and the current members of the Board of Directors of TEGNA (the Board of Directors). One such lawsuit was voluntarily dismissed on April 1, 2022. The complaints generally allege that the preliminary proxy statement filed by TEGNA on March 25, 2022 in connection with the Merger contained alleged material misstatements and/or omissions in violation of federal law. Plaintiffs in the complaints generally seek, among other things, to enjoin TEGNA from consummating the Merger, or in the alternative, rescission of the Merger and/or compensatory damages, as well as attorneys’ fees.

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

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

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

Related Party Transactions

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

In December 2021, we renewed our two existing commercial agreements with MadHive. Simultaneously with the commercial agreement renewals, we also amended the terms of our existing available-for-sale convertible debt security as discussed in Note 3. In exchange for the convertible debt modifications, we received favorable terms in our renewed commercial agreements. We estimated the fair value of our available-for-sale security at December 31, 2021 using a market fair value approach based on the cash we expect to receive upon maturity of the note and the estimated cash savings that the favorable contract terms will provide over the term of the commercial agreements. In January 2022, we recorded an intangible contract asset for $20.8 million (equal to the estimated cash savings), and we will amortize this asset on a straight-line basis over the noncancellable term of the commercial agreements of two years. This non-cash expense is recorded within “Cost of revenues,” within our Consolidated Statement of Income.

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

Company Overview

We are an innovative media company serving the greater good of our communities. Across platforms, we tell empowering stories, conduct impactful investigations and deliver innovative marketing services. With 64 television stations and two radio stations in 51 U.S. markets, we are the largest owner of top four network affiliates in the top 25 markets among independent station groups, reaching approximately 39% of U.S. television households. We also own leading multicast networks True Crime Network, Twist and Quest. Each television station also has a robust digital presence across online, mobile, connected television and social platforms, reaching consumers on all devices and platforms they use to consume news content. We have been consistently honored with the industry’s top awards, including Edward R. Murrow, George Polk, Alfred I. DuPont and Emmy Awards. Through TEGNA Marketing Solutions (TMS), our integrated sales and back-end fulfillment operations, we deliver results for advertisers across television, digital and over-the-top (OTT) platforms, including Premion, our OTT advertising network.

We have one operating and reportable segment. The primary sources of our revenues are: 1) subscription revenues, reflecting fees paid by satellite, cable, OTT (companies that deliver video content to consumers over the Internet) and telecommunications providers to carry our television signals on their systems; 2) advertising & marketing services (AMS) revenues, which include local and national non-political television advertising, digital marketing services (including Premion), and advertising on the stations’ websites, tablet and mobile products and OTT apps; 3) political advertising revenues, which are driven by even year election cycles at the local and national level (e.g. 2022, 2020, etc.) and particularly in the second half of those years; and 4) other services, such as production of programming, tower rentals, and distribution of our local news content.

Merger Agreement

On February 22, 2022, we entered into the Merger Agreement with Parent, Merger Sub, and solely for purposes of certain provisions specified therein, other subsidiaries of Parent, certain affiliates of Standard General and CMG, and certain of its subsidiaries. We currently expect the transaction, which is subject to stockholder and regulatory approvals, and other customary closing conditions, to close in the second half of 2022. See Notes 1 and 9 to the condensed consolidated financial statements for further information about the Merger Agreement, the pending Merger and related matters.

We plan to continue to pay our regular quarterly dividend of $0.095 per share through the closing of the Merger, which is the maximum rate and frequency permitted by the Merger Agreement. As a result of the pending transaction, we suspended share repurchases under our previously announced share repurchase program.

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Consolidated Results from Operations

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

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

Our consolidated results of operations on a GAAP basis were as follows (in thousands, except per share amounts):
Quarter ended Mar. 31,
20222021Change from 20212020Change from 2020
Revenues$774,123 $727,051 %$684,189 13 %
Operating expenses:
Cost of revenues411,450 394,692 %369,368 11 %
Business units - Selling, general and administrative expenses101,969 89,326 14 %92,968 10 %
Corporate - General and administrative expenses21,320 16,870 26 %21,714 (2 %)
Depreciation15,305 15,896 (4 %)16,900 (9 %)
Amortization of intangible assets15,000 15,760 (5 %)16,216 (7 %)
Spectrum repacking reimbursements and other, net(58)(1,423)(96 %)(7,515)(99 %)
Total operating expenses$564,986 $531,121 %$509,651 11 %
Total operating income$209,137 $195,930 %$174,538 20 %
Non-operating expenses(30,112)(47,484)(37 %)(67,215)(55 %)
Provision for income taxes44,738 35,614 26 %21,125 ***
Net income134,287 112,832 19 %86,198 56 %
Net (income) loss attributable to redeemable noncontrolling interest(53)(215)(75 %)110 ***
Net income attributable to TEGNA Inc.$134,234 $112,617 19 %$86,308 56 %
Earnings per share - basic$0.60 $0.51 18 %$0.40 50 %
Earnings per share - diluted$0.60 $0.51 18 %$0.39 54 %
*** Not meaningful

Revenues

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

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

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The following table summarizes the year-over-year changes in our revenue categories (in thousands):
Quarter ended Mar. 31,
20222021Change from 20212020Change from 2020
Subscription$391,654 $386,737 %$332,802 18 %
Advertising & Marketing Services354,467 322,834 10 %295,153 20 %
Political17,965 9,428 91 %47,387 (62)%
Other10,037 8,052 25 %8,847 13 %
Total revenues$774,123 $727,051 %$684,189 13 %

2022 vs. 2021

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

2022 vs. 2020

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

Cost of Revenues

2022 vs. 2021

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

2022 vs. 2020

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

Business Units - Selling, General and Administrative Expenses

2022 vs. 2021

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

2022 vs. 2020

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

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Corporate General and Administrative Expenses

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

2022 vs. 2021

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

2022 vs. 2020

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

Depreciation Expense

2022 vs. 2021

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

2022 vs. 2020

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

Amortization Expense

2022 vs. 2021

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

2022 vs. 2020

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

Spectrum Repacking Reimbursements and Other, net

2022 vs. 2021

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

2022 vs. 2020

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

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Operating Income

2022 vs. 2021

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

2022 vs. 2020

Operating income increased $34.6 million in the first quarter of 2022 compared to the same periods in 2020. The increase was driven by the changes in revenue and expenses discussed above, most notably the increase in AMS and subscription revenues and programming expense.

Non-Operating Expenses

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

Income Tax Expense

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

Net Income attributable to TEGNA Inc.

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

The weighted average number of diluted common shares outstanding in the first quarter of 2022 and 2021 were 223.2 million and 221.2 million, respectively.
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Results from Operations - Non-GAAP Information

Presentation of Non-GAAP information

We use non-GAAP financial performance measures to supplement the financial information presented on a GAAP basis. These non-GAAP financial measures should not be considered in isolation from, or as a substitute for, the related GAAP measures, nor should they be considered superior to the related GAAP measures, and should be read together with financial information presented on a GAAP basis. Also, our non-GAAP measures may not be comparable to similarly titled measures of other companies.

Management and our Board of Directors use non-GAAP financial measures for purposes of evaluating company performance. Furthermore, the Leadership Development and Compensation Committee of our Board of Directors uses non-GAAP measures such as Adjusted EBITDA, non-GAAP net income, non-GAAP EPS and free cash flow to evaluate management’s performance. Therefore, we believe that each of the non-GAAP measures presented provides useful information to investors and other stakeholders by allowing them to view our business through the eyes of management and our Board of Directors, facilitating comparisons of results across historical periods and focus on the underlying ongoing operating performance of our business. We also believe these non-GAAP measures are frequently used by investors, securities analysts and other interested parties in their evaluation of our business and other companies in the broadcast industry.

We discuss in this Form 10-Q non-GAAP financial performance measures that exclude from our reported GAAP results the impact of “special items” which are described in detail below in the section titled “Discussion of Special Charges Affecting Reported Results.” We believe that such expenses and gains are not indicative of normal, ongoing operations. While these items may be recurring in nature and should not be disregarded in evaluation of our earnings performance, it is useful to exclude such items when analyzing current results and trends compared to other periods as these items can vary significantly from period to period depending on specific underlying transactions or events that may occur. Therefore, while we may incur or recognize these types of expenses and gains in the future, we believe that removing these items for purposes of calculating the non-GAAP financial measures provides investors with a more focused presentation of our ongoing operating performance.

We discuss Adjusted EBITDA (with and without corporate expenses), a non-GAAP financial performance measure that we believe offers a useful view of the overall operation of our businesses. We define Adjusted EBITDA as net income attributable to TEGNA before (1) net income attributable to redeemable noncontrolling interest, (2) income taxes, (3) interest expense, (4) equity loss in unconsolidated investments, net, (5) other non-operating items, net, (6) M&A-related costs, (7) advisory fees related to activism defense, (8) spectrum repacking reimbursements and other, net, (9) depreciation and (10) amortization. We believe these adjustments facilitate company-to-company operating performance comparisons by removing potential differences caused by variations unrelated to operating performance, such as capital structures (interest expense), income taxes, and the age and book appreciation of property and equipment (and related depreciation expense). The most directly comparable GAAP financial measure to Adjusted EBITDA is Net income attributable to TEGNA. Users should consider the limitations of using Adjusted EBITDA, including the fact that this measure does not provide a complete measure of our operating performance. Adjusted EBITDA is not intended to purport to be an alternate to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. In particular, Adjusted EBITDA is not intended to be a measure of cash flow available for management’s discretionary expenditures, as this measure does not consider certain cash requirements, such as working capital needs, capital expenditures, contractual commitments, interest payments, tax payments and other debt service requirements.

We also discuss free cash flow, a non-GAAP performance measure that the Board of Directors uses to review the performance of the business. Free cash flow is reviewed by the Board of Directors as a percentage of revenue over a trailing two-year period (reflecting both an even and odd year reporting period given the political cyclicality of our business). The most directly comparable GAAP financial measure to free cash flow is Net income attributable to TEGNA. Free cash flow is calculated as non-GAAP Adjusted EBITDA (as defined above), further adjusted by adding back (1) stock-based compensation, (2) non-cash 401(k) company match, (3) syndicated programming amortization, (4) dividends received from equity method investments and (5) reimbursements from spectrum repacking. This is further adjusted by deducting payments made for (1) syndicated programming, (2) pension, (3) interest, (4) taxes (net of refunds) and (5) purchases of property and equipment. Like Adjusted EBITDA, free cash flow is not intended to be a measure of cash flow available for management’s discretionary use.


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Discussion of Special Charges Affecting Reported Results

Our results included the following items we consider “special items” that, while at times recurring, can vary significantly from period to period:

Quarter March 31, 2022:

Spectrum repacking reimbursements and other, net consisting of gains due to reimbursements from the FCC for required spectrum repacking;
M&A-related costs;
Other non-operating items consisting of a gain recognized on an available-for-sale investment and an impairment charge related to another investment; and
Tax expense associated with establishing a valuation allowance on a deferred tax asset related to an equity method investment.

Quarter March 31, 2021:

Spectrum repacking reimbursements and other, net consisting of gains due to reimbursements from the FCC for required spectrum repacking; and
Advisory fees related to activism defense.


Reconciliations of certain line items impacted by special items to the most directly comparable financial measure calculated and presented in accordance with GAAP on our Consolidated Statements of Income follow (in thousands, except per share amounts):
Special Items
Quarter ended Mar. 31, 2022GAAP
measure
M&A-related costsSpectrum repacking reimbursements and otherOther non-operating itemsSpecial tax itemNon-GAAP measure
Corporate - General and administrative expenses$21,320 $(10,234)$— $— $— $11,086 
Spectrum repacking reimbursements and other, net(58)— 58 — — — 
Operating expenses564,986 (10,234)58 — — 554,810 
Operating income209,137 10,234 (58)— — 219,313 
Other non-operating items, net17,319 — — (18,308)— (989)
Total non-operating expenses(30,112)— — (18,308)— (48,420)
Income before income taxes179,025 10,234 (58)(18,308)— 170,893 
Provision for income taxes44,738 31 (14)168 (7,117)37,806 
Net income attributable to TEGNA Inc.134,234 10,203 (44)(18,476)7,117 133,034 
Earnings per share - diluted (a)
$0.60 $0.05 $— $(0.08)$0.03 $0.59 
(a) Per share amounts do not sum due to rounding.
Special Items
Quarter ended Mar. 31, 2021GAAP
measure
Advisory fees related to activism defenseSpectrum repacking reimbursements and otherNon-GAAP measure
Corporate - General and administrative expenses$16,870 $(4,599)$— $12,271 
Spectrum repacking reimbursements and other, net(1,423)— 1,423 — 
Operating expenses531,121 (4,599)1,423 527,945 
Operating income195,930 4,599 (1,423)199,106 
Income before income taxes148,446 4,599 (1,423)151,622 
Provision for income taxes35,614 1,180 (367)36,427 
Net income attributable to TEGNA Inc.112,617 3,419 (1,056)114,980 
Earnings per share - diluted$0.51 $0.02 $(0.01)$0.52