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What changed in TEGNA INC's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of TEGNA INC's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+673 added−443 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-29)

Top changes in TEGNA INC's 2024 10-K

673 paragraphs added · 443 removed · 193 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

76 edited+62 added−170 removed34 unchanged
Biggest changeThese risks, uncertainties and other factors include, but are not limited to, risks and uncertainties related to: changes in the market price of TEGNA’s shares, general market conditions, constraints, volatility, or disruptions in the capital markets; the possibility that TEGNA’s share repurchases and the execution of the capital allocation framework may not enhance long-term stockholder value; the possibility that share repurchases could increase the volatility of the price of TEGNA’s common stock; legal proceedings, judgments or settlements; the response of customers, suppliers and business partners to TEGNA’s plans, operations and business as a stand-alone company; TEGNA’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 TEGNA’s operations or financial results, which are discussed in this Annual Report on Form 10-K.
Biggest changeThese risks, uncertainties and other factors include, but are not limited to, risks and uncertainties related to: • Changes in the market price of TEGNA’s shares, general market conditions, constraints, volatility, or disruptions in the capital markets; • The possibility that TEGNA’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; • TEGNA’s ability to re-price or renew subscribers; • Changes in, or failure or inability to comply with, government regulations including, without limitation, regulations of the FCC, and adverse outcomes from regulatory proceedings; • The effects of extreme weather and climate events on our operations as well as our counterparties, customers, employees, third-party vendors and suppliers; • Changes in technology, including changes in the distribution and viewing of television programming; • The reaction by advertisers, programming providers, strategic partners, FCC or other government regulators to businesses that we may seek to acquire; • The risk that we may become responsible for certain liabilities of the businesses that we may acquire; • Future financial performance, including our ability to obtain additional financing in the future on favorable terms; • The failure of our business to produce projected revenues or cash flows; • Continued consolidation in the industry, including MVPDs, vMVPDs, advertising agencies and other important third parties; • The loss of key personnel and/or talent or expenditure of a greater amount of resources attracting, retaining and motivating key personnel than in the past; • Strikes or other union job actions that affect our operations, including, without limitation, failure to renew our collective bargaining agreements on mutually favorable terms; • Uncertainties inherent in the development of new business lines and business strategies; • Changes in laws or regulations under which we operate; • Competitor responses to our products and services; • Changes in consumer behaviors and impacts on and modifications to TEGNA’s operations and business relating thereto; and • Other economic, competitive, governmental, technological and other factors and risks that may affect TEGNA’s operations or financial results, which are discussed in this Annual Report on Form 10-K.
Premion and Gray Television (Gray) are in a commercial arrangement under which Gray resells Premion services across all of Gray’s 113 television markets. Our TEGNA stations and Gray each have the right to independently sell Premion’s inventory in markets where we both operate a local television station.
(Gray) are in a commercial arrangement under which Gray resells Premion services across all of Gray’s 113 television markets. Our TEGNA stations and Gray each have the right to independently sell Premion’s inventory in markets where we both operate a local television station.
Delta Dental’s Right Start 4 Kids program offers 100% coverage for diagnostic, preventive, basic, and major services for dependent children up to age 13. 13 • Enhanced Prescription Drug Care : TEGNA has partnered with PrudentRx to cover certain specialty medications at 100%.
Delta Dental’s Right Start 4 Kids program offers 100% coverage for diagnostic, preventive, basic, and major services for dependent children up to age 13. • Enhanced Prescription Drug Care : TEGNA has partnered with PrudentRx to cover certain specialty medications at 100%.
Life and Family: TEGNA also provides a number of benefits to support our employees in their personal and family life, including: • TEGNA 401(k) Savings Plan : TEGNA’s 401(k) Savings Plan helps employees save now so they can experience financial security in the future. All employees, including part-time and temporary employees, can participate in the program.
TEGNA also provides a number of benefits to support our employees in their personal and family life, including: • TEGNA 401(k) Savings Plan : TEGNA’s 401(k) Savings Plan helps employees save now so they can experience financial security in the future. All employees, including part-time and temporary employees, can participate in the program.
Certifications by our Chief Executive Officer and Chief Financial Officer are included as exhibits to our SEC reports (including to this Form 10-K).
Certifications by our Chief Executive Officer and Chief Financial Officer are included as exhibits to our SEC reports (including this Form 10-K).
Our local journalists are empowered to seek out the stories that matter most to their audience and pursue investigations that expose wrongdoing while continuing to maintain the highest ethical standards. Each year, TEGNA’s stations generate exceptional, award-winning investigative journalism that changes lives and laws in the local communities they serve.
Our local journalists are empowered to seek out the stories that matter most to their audience and pursue investigations that expose wrongdoing while continuing to maintain the highest ethical standards. 10 Each year, TEGNA’s stations generate exceptional, award-winning investigative journalism that changes lives and laws in the local communities they serve.
The FCC may alter or add to these requirements, and any such changes may affect the performance of our business. Certain significant elements of the FCC’s current regulatory framework for broadcast television are described in further detail below. Licensing . Television and radio broadcast licenses generally are granted for eight-year periods.
The FCC and/or Congress may alter or add to these requirements, and any such changes may affect the performance of our business. Certain significant elements of the FCC’s current regulatory framework for broadcast television are described in further detail below. Licensing . Television and radio broadcast licenses generally are granted for eight-year periods.
The Board also conducts an annual performance evaluation to ensure the effectiveness of the Board and its committees, as well as the broader Board leadership structure. • Active, Engaged Board : Our directors spend significant time engaged in strategy discussions in order to identify potential opportunities to create value for our shareholders.
The Board also conducts an annual performance evaluation to ensure the effectiveness of the Board and its committees, as well as the broader Board leadership structure. 11 • Active, Engaged Board : Our directors spend significant time engaged in strategy discussions in order to identify potential opportunities to create value for our shareholders.
Women who give birth can take a minimum of 12 weeks maternity leave paid at 100 percent. • Adoption or Surrogacy Assistance : Adoption and surrogacy assistance helps to pay for expenses incurred in building a family.
Women who give birth can take a minimum of 12 weeks maternity leave paid at 100%. • Adoption or Surrogacy Assistance : Adoption and surrogacy assistance helps to pay for expenses incurred in building a family.
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 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.
The primary sources of our revenues are: 1) subscription revenues, reflecting fees paid by satellite, cable, streaming apps (services 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 stations’ websites, tablet and mobile products and streaming 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.
Through Teladoc ® , employees have 24/7 access to on-demand U.S. board-certified doctors and clinicians for non-emergency or general medical care who are available through video, phone or mobile app. TEGNA covers up to nine visits per family annually.
Through Teladoc ® , employees have 24/7 access to on-demand U.S. board-certified doctors and clinicians for non-emergency or general medical care available through video, phone or mobile app. TEGNA covers up to nine visits per family annually.
On December 22, 2023, the FCC adopted an order completing its 2018 Quadrennial Review. The December 2023 order largely leaves in place the existing local broadcast ownership restrictions, except for adopting a more restrictive application of the local television ownership rule’s Top Four Restriction.
On December 22, 2023, the FCC adopted an order completing its 2018 Quadrennial Review. The December 2023 order largely left in place the existing local broadcast ownership restrictions, except for adopting a more restrictive application of the local television ownership rule’s Top Four Restriction.
If in the future changes to the retransmission consent and/or exclusivity rules were adopted, such developments could give cable and satellite operators leverage against broadcasters in retransmission consent negotiations, which could possibly adversely impact our revenue from retransmission and advertising.
If changes to the retransmission consent and/or exclusivity rules are adopted in the future, such developments could give cable and satellite operators leverage against broadcasters in retransmission consent negotiations, which could possibly adversely impact our revenue from retransmission and advertising.
Mental Well-being: TEGNA provides employees a wide variety of mental health related benefits: • Spring Health provides convenient, comprehensive and confidential wellness services, available 24/7. The program covers 12 therapy sessions annually for employees and each of their family members – even if the employee is not enrolled in TEGNA’s medical plans.
TEGNA provides employees a wide variety of mental health related benefits including: • Spring Health provides convenient, comprehensive and confidential wellness services, available 24/7. The program covers 12 therapy sessions annually for employees and each of their family members – even if the employee is not enrolled in TEGNA’s medical plans.
TEGNA benefits offer • Plan Choice : TEGNA offers two medical plans, a Consumer Choice Health Plan (CCHP) and a Preferred Provider Organization (PPO) plan. Both plans offer access to the same network of providers, preventive care options and affordable prescription medi cation.
TEGNA benefits offer: • Plan Choice : TEGNA offers two medical plans, a Consumer Choice Health Plan (CCHP) and a Preferred Provider Organization (PPO) plan. Both plans offer access to the same network of providers, preventive care options and affordable prescription medication.
We also provide access on this web site to our Principles of Corporate Governance, the charters of our Audit, Leadership Development and Compensation, and Governance, Public Policy and Corporate Responsibility Committees and other important governance documents and policies, including our Ethics and Insider Trading Policies.
We also provide access on this website to our Principles of Corporate Governance, the charters of our Audit, Leadership Development and Compensation, and Governance, Public Policy and Corporate Responsibility committees and other important governance documents and policies, including our Ethics and Insider Trading Policies.
As a result, our stations are subject to a variety of obligations, such as restrictions on the broadcast of material deemed “indecent” or “profane,” requirements to provide or pass through closed captioning for most programming, rules requiring the public disclosure of certain information about our stations’ operations, and the obligation to offer programming responsive to the needs and interests of our stations’ communities.
As a result, our stations are subject to a variety of obligations, such as restrictions on the broadcast of material deemed “indecent” or “profane,” sponsorship identification requirements, requirements to provide or pass through closed captioning for most programming, rules requiring the public disclosure of certain information about our stations’ operations (such as information regarding the sale of political advertising), and the obligation to offer programming responsive to the needs and interests of our stations’ communities.
Contributions made up to the first four percent of pay are eligible for a 100 percent match from the company. Employees are immediately 100 percent vested in all contributions, including the company match. • Fertility Benefits : Fertility benefits are covered at no additional cost to employees enrolled in TEGNA’s medical plans.
Contributions made up to the first four percent of pay are eligible for a 100% match from the company. • Fertility Benefits : Fertility benefits are covered at no additional cost to employees enrolled in TEGNA’s medical plans.
We have built our business on local as our competitive advantage: our large, local salesforce is leveraging relationships with local and regional advertisers to sell Premion inventory to deliver scale and measurable outcomes at the local level.
We have built our advertising business on local as our competitive advantage: our large, local salesforce is leveraging relationships with local and regional advertisers to sell Premion inventory to deliver scale and measurable outcomes at the local level. Premion and Gray Television, Inc.
In addition, virtual MVPD (vMVPD) platforms such as Hulu, YouTube TV and DIRECTV Stream are not currently classified as MVPDs subject to the FCC’s retransmission consent negotiation rules. We have distribution contracts with major network partners and vMVPD platforms for carriage of our affiliated stations’ content on these platforms. NextGen TV (ATSC 3.0) .
In addition, vMVPD platforms such as Hulu + Live TV, YouTube TV and DIRECTV Stream are not currently classified as MVPDs subject to the FCC’s retransmission consent negotiation rules. We have distribution contracts with major network partners and vMVPD platforms for carriage of our affiliated stations’ content on these platforms.
Our manager training is based on TEGNA’s critical leadership skills and provides a targeted and progressive curriculum. The curriculum delivers tailored content for managers depending on their leadership level. This program includes content on foundational policies and procedures, how to lead effectively, how managers can foster a high-performing team, and how to lead strategically through change and collaboration.
Our manager training is based on TEGNA’s critical leadership skills and provides a targeted and progressive curriculum. The program includes content on foundational policies and procedures, how to lead effectively, how managers can foster a high-performing team, and how to lead strategically through change and collaboration.
In addition to the above television station properties, we also have the following digital and multicast network operations which support our television stations: Locked On Podcast Network : www.lockedonpodcasts.com Premion: www.premion.com TEGNA Marketing Solutions : www.tegna.com/advertise True Crime Network and Quest multicast networks: www.truecrimenetworktv.com and www.questtv.com Verify : www.verifythis.com INVESTMENTS We have non-controlling ownership interests in the following companies: 6AM City, Inc : www.6amcity.com Baller TV : www.ballertv.com Boom Shakalaka : www.booment.com Bustle Digital Group : www.bustle.com Canela Media : www.canelamedia.com CareerBuilder: www.careerbuilder.com Jackpocket Inc : www.jackpocket.com Kin Community: www.kincommunity.com MadHive : www.madhive.com Pearl: www.pearltv.com SIGNIA Venture Partners : www.signiaventurepartners.com ViewLift: www.viewlift.com Vizbee: www.vizbee.tv Whistle Sports : www.teamwhistle.com TEGNA ONLINE: News and information about us is available on our web site, www.TEGNA.com.
In addition to the above television station properties, we also have the following digital and multicast network operations which support our television stations: Locked On Podcast Network : www.lockedonpodcasts.com Premion: www.premion.com True Crime Network and Quest multicast networks: www.truecrimenetworktv.com and www.questtv.com INVESTMENTS We have non-controlling ownership interests in the following companies: 6AM City, Inc : www.6amcity.com All City Network: www.allcitynetwork.com Baller TV : www.ballertv.com Boom Shakalaka : www.booment.com Bustle Digital Group : www.bustle.com Canela Media : www.canelamedia.com CareerBuilder: www.careerbuilder.com Kin Community: www.kincommunity.com MadHive : www.madhive.com Offline Ventures : www.offline.vc Pearl: www.pearltv.com Run3TV: www.pearltv.com SIGNIA Venture Partners : www.signiaventurepartners.com ViewLift: www.viewlift.com Vizbee: www.vizbee.tv Whistle Sports : www.teamwhistle.com TEGNA ONLINE: News and information about us is available on our website, www.TEGNA.com.
The Board maintains objective oversight as eight out of TEGNA’s nine Directors are independent, with CEO Dave Lougee serving as the only TEGNA employee on the Board. The separation of the roles of Chair and CEO allows for effective, independent Board oversight and communication, while enabling the CEO to focus on executing the strategic plan and managing operations.
The Board maintains objective oversight as ten out of TEGNA’s eleven directors are independent, with CEO Michael Steib serving as the only TEGNA employee on the Board. The separation of the roles of Chair and CEO allows for effective, independent Board oversight and communication, while enabling the CEO to focus on executing the strategic plan and managing operations.
As of December 31, 2023, we are broadcasting the primary channels of KGW (Portland, OR), WTSP (Tampa, FL), KUSA (Denver, CO), KING (Seattle, WA), KONG (Everett, WA), WGRZ (Buffalo, NY), KXTV (Sacramento, CA), KPNX (Mesa, AZ), WCNC (Charlotte, NC), KTHV (Little Rock, AR), WXIA (Atlanta, GA), KSDK (St.
As of December 31, 2024, we are broadcasting the following primary channels in both ATSC 1.0 and ATSC 3.0 formats: KGW (Portland, OR), WTSP (Tampa, FL), KUSA (Denver, CO), KING (Seattle, WA), KONG (Everett, WA), WGRZ (Buffalo, NY), KXTV (Sacramento, CA), KPNX (Mesa, AZ), WCNC (Charlotte, NC), KTHV (Little Rock, AR), WXIA (Atlanta, GA), KSDK (St.
Each year, TEGNA stations identify pressing needs in their communities and partner with local nonprofit organizations to help address these issues. Grants are distributed within the United Nations Sustainable Development Goal framework, with the majority of 2023 grants supporting three major categories: Good Health and Well-Being (59%); Quality Education (21%); and Zero Hunger (13%).
TEGNA stations identify pressing needs in their communities and partner with local nonprofit organizations to help address these issues. In 2024, TEGNA Foundation Community Grants were distributed within the United Nations Sustainable Development Goal framework, with the majority of 2024 grants supporting three major categories: Good Health and Well-Being (59%); Quality Education (16%); and Zero Hunger (15%).
Additional information regarding our corporate governance practices is included in our Principles of Corporate Governance posted on the Corporate Governance page under the “Investors” menu of our website at www.tegna.com. 19 MARKETS WE SERVE TELEVISION STATIONS AND AFFILIATED DIGITAL PLATFORM State/District of Columbia City Station/web site Channel (1)/ Network Affiliation Agreement Expires in Market TV Households (2) Founded Alabama Huntsville WZDX(TV): rocketcitynow.com Ch. 54/FOX 2025 423,570 1985 Arizona Flagstaff KNAZ-TV: 12news.com Ch. 2/NBC 2027 2,174,290 1970 Mesa KPNX(TV): 12news.com Ch. 12/NBC 2027 2,174,290 1953 Tucson KMSB(TV): tucsonnewsnow.com Ch. 11/FOX 2025 498,090 1967 KTTU(TV): tucsonnewsnow.com Ch. 18/MNTV 2024 498,090 1984 Arkansas Fort Smith KFSM-TV: 5newsonline.com Ch. 5/CBS 2028 348,990 1956 Little Rock KTHV(TV): thv11.com Ch. 11/CBS 2028 587,660 1955 California Sacramento KXTV(TV): abc10.com Ch. 10/ABC 2026 1,525,760 1955 San Diego KFMB-TV: cbs8.com Ch. 8/CBS 2028 1,122,930 1949 Colorado Denver KTVD(TV): my20denver.com Ch. 20/MNTV 2024 1,787,410 1988 KUSA(TV): 9news.com Ch. 9/NBC 2027 1,787,410 1952 Connecticut Hartford WTIC-TV: fox61.com Ch. 61/FOX 2025 1,034,210 1984 Waterbury WCCT-TV: yourcwtv.com/partners/hartford Ch. 20/CW 2026 1,034,210 1953 District of Columbia Washington WUSA(TV): wusa9.com Ch. 9/CBS 2028 2,577,690 1949 Florida Orange Park WJXX(TV): firstcoastnews.com Ch. 25/ABC 2026 799,420 1989 Jacksonville WTLV(TV): firstcoastnews.com Ch. 12/NBC 2027 799,420 1957 St.
Additional information regarding our corporate governance practices is included in our Principles of Corporate Governance posted on the Corporate Governance page under the “Investors” menu of our website at www.tegna.com. 12 MARKETS WE SERVE TELEVISION STATIONS AND AFFILIATED DIGITAL PLATFORM State/District of Columbia City Station/website Channel (1) /Network Affiliation Agreement Expires in Market TV Households (2) Founded Alabama Huntsville WZDX(TV): rocketcitynow.com Ch. 54/FOX 2025 314,569 1985 Arizona Flagstaff KNAZ-TV: 12news.com Ch. 2/NBC 2027 1,542,915 1970 Mesa KPNX(TV): 12news.com Ch. 12/NBC 2027 1,542,915 1953 Tucson KMSB(TV): tucsonnewsnow.com Ch. 11/FOX 2025 335,291 1967 KTTU(TV): tucsonnewsnow.com Ch. 18/CW 2026 335,291 1984 Arkansas Fort Smith KFSM-TV: 5newsonline.com Ch. 5/CBS 2028 220,765 1956 Little Rock KTHV(TV): thv11.com Ch. 11/CBS 2028 381,338 1955 California Sacramento KXTV(TV): abc10.com Ch. 10/ABC 2026 1,090,321 1955 San Diego KFMB-TV: cbs8.com Ch. 8/CBS 2028 763,399 1949 Colorado Denver KTVD(TV): my20denver.com Ch. 20/MNTV 2026 1,305,610 1988 KUSA(TV): 9news.com Ch. 9/NBC 2027 1,305,610 1952 Connecticut Hartford WTIC-TV: fox61.com Ch. 61/FOX 2025 793,076 1984 Waterbury WCCT-TV: yourcwtv.com/partners/hartford Ch. 20/CW 2026 793,076 1953 District of Columbia Washington WUSA(TV): wusa9.com Ch. 9/CBS 2028 1,997,731 1949 Florida Orange Park WJXX(TV): firstcoastnews.com Ch. 25/ABC 2026 566,106 1989 Jacksonville WTLV(TV): firstcoastnews.com Ch. 12/NBC 2027 566,106 1957 St.
TEGNA’s paid time off program gives them the flexibility to take time off by combining vacation, sick and floating holidays. Company holidays are observed throughout the year. Journalist Safety: Our head of security and safety coordinates ongoing safety training in all our newsrooms as part of our protection protocols for journalists.
TEGNA’s paid time off program gives employees the flexibility to take time off by combining vacation, sick and floating holidays. Company holidays are observed throughout the year. Our head of security and safety coordinates ongoing safety training in all our newsrooms as part of our protection protocols for journalists. Between 2021-2024, more than 80 sessions have been completed.
Labor Union Representation - Approximately 9% of our employees are represented by labor unions. They are represented by 27 local bargaining units (most of which are affiliated with one of four major unions) under local collective bargaining agreements. These agreements conform generally with the pattern of labor agreements in the broadcasting industry.
Approximately 10% of our employees are represented by labor unions. They are represented by 27 local bargaining units (most of which are affiliated with one of four major unions) under local collective bargaining agreements. These agreements conform generally with the pattern of labor agreements in the broadcasting industry. We do not engage in industry-wide or company-wide bargaining.
Generally, a network provides programming to its affiliated television stations and the network sells commercial advertising for certain of the available advertising spots within such programming, while our television stations sell the remaining available commercial advertising spots within such programming.
Generally, a network provides programming to its affiliated television stations and the network sells commercial advertising for certain of the available advertising spots within such programming, while our television stations sell some of the available commercial advertising spots within the network programming as well as the other local programming that the station originates.
(6) We also own two radio stations, WBNS(AM) (1460), and WBNS-FM (97.1). (7) We also own KGWZ-LD, a low power television station in Portland, OR. (8) KBMT also operates a subchannel (KJAC/NBC), which is not counted. We also own KUIL-LD, a low power station in Beaumont, TX. (9) We also own KAGS-LD, a low power television station in Bryan, TX.
(7) We also own KGWZ-LD, a low power television station in Portland, OR. (8) KBMT also operates a subchannel (KJAC/NBC), which is not counted. We also own KUIL-LD, a low power station in Beaumont, TX. (9) We also own KAGS-LD, a low power television station in Bryan, TX.
The December 2023 order does not require the divestiture of any existing network affiliations. However, combinations that were formed through transactions that would violate the newly revised Top Four Restrictions will not be assignable or transferable absent FCC approval.
The December 2023 order does not require the divestiture of any existing network affiliations. However, combinations that were formed through transactions that would violate the newly revised Top Four Restrictions will not be assignable or transferable absent FCC approval. In February 2024, the National Association of Broadcasters and several individual broadcasters filed petitions for review of the December 2023 order.
In 2023, we hired 50 program graduates, with 64% represented by journalists of color and 60% identifying as female. • Summer Intern Program : TEGNA’s Summer Intern program provides rising college seniors with meaningful work assignments, connections to the communities we serve, and career development opportunities. We offer a variety of intern tracks, including producer, advertising/sales and marketing.
In 2024, we hired 50 program participants. • Summer Intern Program : TEGNA’s Summer Intern program provides rising college seniors with meaningful work assignments, connections to the communities we serve, and career development opportunities. We offer a variety of intern tracks, including producer, advertising sales and marketing.
The program includes a producer boot camp followed by two years of early career training as a producer at one of our local stations. In the last six years, we have promoted 83% of the 180 PIRs graduates hired into a regular producer position at a TEGNA station before the end of two years.
The program includes a producer boot camp followed by two-years of early career training as a producer at one of our local stations. In the last seven years, we have either promoted or are on track to promote 80% of the 230 graduates hired into a regular producer position at a TEGNA station before the end of two-years.
The TEGNA Foundation in 2023 awarded 11 annual Media Grants, totaling $135,000, to support training for the next generation of diverse journalists; education and development opportunities for journalists and other professionals in the media field; and protection of First Amendment freedoms.
In 2024, the TEGNA Foundation made grants to support training for the next generation of journalists; education and development opportunities for journalists and other professionals in the media field; and protection of First Amendment freedoms.
Louis, MO), WTHR (Indianapolis, IN), WTIC (Hartford, CT), WCCT (Waterbury, CT), KHOU (Houston, TX), WUSA (Washington, DC), WHAS (Louisville, KY), WWL (New Orleans, LA), WUPL (Slidell, LA), and KARE (Minneapolis, MN) in both ATSC 1.0 and ATSC 3.0 formats.
Louis, MO), WTHR (Indianapolis, IN), WTIC (Hartford, CT), WCCT (Waterbury, CT), KHOU (Houston, TX), WUSA (Washington, DC), WHAS (Louisville, KY), WWL (New Orleans, LA), WUPL (Slidell, LA), KARE (Minneapolis, MN), KENS (San Antonio, TX), and KMSB (Tucson, AZ).
To grow and develop new talent, TEGNA offers the following early career programs: • Producer-in-Residence Program : TEGNA’s Producer-in-Residence (PIR) program has grown to one of the largest entry-level producer development programs in the industry.
To grow and develop new talent, TEGNA offers the following early career programs: • Producer-in-Residence (PIR) Program : TEGNA’s Producer-in-Residence (PIR) program has grown to one of the largest entry-level producer development programs in the industry. We search for PIR participants at major journalism schools as well as regional universities and colleges.
The plan will reimburse 100 percent of eligible expenses to a maximum of $10,000. • Family First Caregiving Assistance : Employees have access to Family First, which provides care plans, ongoing support, and help managing legal, emotional and financial issues related to caring for aging parents or chronically ill family members. • Care@Work : A partnership with Care@Work by Care.com helps employees manage family care needs while balancing work, including child, elder or pet care.
The plan will reimburse 100% of eligible expenses to a maximum of $10,000. • Family Suppor t: Employees have access to Family First, which provides care plans, ongoing support, and help managing legal, emotional and financial issues related to caring for aging parents or chronically ill family members.
Directors play a key role in TEGNA’s extensive shareholder engagement program, which actively seeks feedback from investors to gain a better perspective on our management, corporate governance, and performance in key areas. • Experience Aligned with Long-Term Strategy : TEGNA’s Board maintains an “always-on” refreshment process, which facilitates the Board’s ability to ensure Directors’ expertise align with TEGNA’s strategic evolution.
Directors play a key role in TEGNA’s shareholder engagement program, which actively seeks feedback from investors to gain a better perspective on our management, corporate governance, and performance in key areas. • Experience Aligned with Long-Term Strategy : TEGNA’s Board regularly reviews director composition and tenure in order to ensure that its directors’ areas of expertise align with TEGNA’s strategic evolution.
Serving Our People – TEGNA provides a range of learning and development opportunities for employees and leaders to help expand their skills and prepare them to step into larger roles in the future and grow their careers.
TEGNA provides a range of learning and development opportunities for employees and leaders to help expand their skills and prepare them to step into larger roles in the future and grow their careers, including: • Manager Training : We invest in the learning and development of our managers as they are critical to the company’s long-term success.
TEGNA stations amplify the impact of charitable donations through on-air and digital awareness campaigns to raise the profile of important issues and causes and through employee volunteerism. In 2023, through the TEGNA Foundation Community Grants program, stations made 385 grants totaling $1.85M.
TEGNA stations amplified the impact of charitable donations through on-air and digital awareness campaigns to raise the profile of important issues and causes. In 2024, stations made 401 grants totaling $1.85 million.
The Foundation also made several special grants in 2023, including: • Continued support for the mission of Reporters Committee for Freedom of the Press, to protect the right to gather and distribute news • Support for Freedom of the Press Foundation’s cybersecurity trainings for journalists • Support for broadcasters in need, through the Broadcasters Foundation of America • Support for The Media Institute in its nonpartisan efforts to promote freedom of speech and encourage a competitive media environment and communications industry • Support for T.
Several special grants were also made in 2024, including: support for broadcasters in need, through the Broadcasters Foundation of America and support for The Media Institute in its nonpartisan efforts to promote freedom of speech and encourage a competitive media environment and communications industry.
Petersburg WTSP(TV): wtsp.com Ch. 10/CBS 2028 2,143,270 1965 Georgia Atlanta WATL(TV): 11alive.com Ch. 36/MNTV 2024 2,737,480 1954 WXIA-TV: 11alive.com Ch. 11/NBC 2027 2,737,480 1948 Macon WMAZ-TV: 13wmaz.com Ch. 13/CBS 2028 255,090 1953 Idaho Boise KTVB(TV) (3) : ktvb.com Ch. 7/NBC 2027 341,580 1953 Illinois Moline WQAD-TV: wqad.com Ch. 8/ABC 2026 301,920 1963 Indiana Indianapolis WTHR(TV) (4) : wthr.com Ch. 13/NBC 2027 1,205,900 1957 Iowa Ames WOI-DT: weareiowa.com Ch. 5/ABC 2026 482,450 1950 Ames KCWI-TV: weareiowa.com Ch. 23/CW 2026 482,450 1999 Kentucky Louisville WHAS-TV: whas11.com Ch. 11/ABC 2026 707,810 1950 Louisiana New Orleans WWL-TV: wwltv.com Ch. 4/CBS 2028 672,320 1957 Slidell WUPL(TV) (5) : wwltv.com/mytv Ch. 54/MNTV 2024 672,320 1955 Maine Bangor WLBZ(TV): newscentermaine.com Ch. 2/NBC 2027 146,500 1954 Portland WCSH(TV): newscentermaine.com Ch. 6/NBC 2027 433,250 1953 Michigan Grand Rapids WZZM(TV): wzzm13.com Ch. 13/ABC 2026 784,190 1962 Minnesota Minneapolis KARE(TV): kare11.com Ch. 11/NBC 2027 1,861,980 1953 Missouri St.
Petersburg WTSP(TV): wtsp.com Ch. 10/CBS 2028 1,488,663 1965 Georgia Atlanta WATL(TV): 11alive.com Ch. 36/MNTV 2026 1,864,478 1954 WXIA-TV: 11alive.com Ch. 11/NBC 2027 1,864,478 1948 Macon WMAZ-TV: 13wmaz.com Ch. 13/CBS 2028 173,003 1953 Idaho Boise KTVB(TV) (3) : ktvb.com Ch. 7/NBC 2027 209,606 1953 Illinois Moline WQAD-TV: wqad.com Ch. 8/ABC 2026 230,224 1963 Indiana Indianapolis WTHR(TV) (4) : wthr.com Ch. 13/NBC 2027 855,704 1957 Iowa Ames WOI-DT: weareiowa.com Ch. 5/ABC 2026 351,180 1950 Ames KCWI-TV: weareiowa.com Ch. 23/CW 2026 351,180 1999 Kentucky Louisville WHAS-TV: whas11.com Ch. 11/ABC 2026 548,724 1950 Louisiana New Orleans WWL-TV: wwltv.com Ch. 4/CBS 2028 517,618 1957 Slidell WUPL(TV) (5) : wwltv.com/mytv Ch. 54/MNTV 2026 517,618 1955 Maine Bangor WLBZ(TV): newscentermaine.com Ch. 2/NBC 2027 103,646 1954 Portland WCSH(TV): newscentermaine.com Ch. 6/NBC 2027 335,060 1953 Michigan Grand Rapids WZZM(TV): wzzm13.com Ch. 13/ABC 2026 578,681 1962 Minnesota Minneapolis KARE(TV): kare11.com Ch. 11/NBC 2027 1,443,128 1953 Missouri St.
Our television stations produce local programming such as news, sports, weather, and entertainment. In addition, our portfolio of “Big 4” NBC, CBS, ABC and FOX stations operate under long-term network affiliation agreements.
Almost all national advertising is placed through our centralized internal national sales force, while local advertising time is sold by each station’s own local sales force. Our television stations produce local programming such as news, sports, weather, and entertainment. In addition, our portfolio of “Big 4” NBC, CBS, ABC and FOX stations operate under long-term network affiliation agreements.
Broadcast affiliates and their network partners continue to have the broadest appeal in terms of household viewership, viewing time and audience reach. The overall reach of events such as the Olympics and NFL football, along with our extensive local news and non-news programming, continues to surpass the reach in viewership of individual cable channels.
The overall reach of events such as the Olympics and NFL football, together with our extensive local news and non-news programming, continues to surpass the reach in viewership of individual cable channels.
This demand is influenced by a variety of factors, including the size and demographics of the local populations, the concentration of businesses, local economic conditions, and the popularity or ratings of the station’s programming. Almost all national advertising is placed through our centralized internal national sales force, while local advertising time is sold by each station’s own local sales force.
Advertising pricing is influenced by demand for advertising time. This demand is driven by a variety of factors, including the size and demographics of the local populations, the concentration of businesses, local economic conditions, and the popularity or ratings of the station’s programming.
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 TEGNA’s control.
These forward-looking statements are necessarily estimates reflecting the best judgment and current views, projections, estimates, expectations, plans, assumptions and beliefs about future events (in each case subject to change) of TEGNA’s senior management and involve a number of risks, uncertainties and other factors, many of which may be beyond our control that could cause actual results to differ materially from those views, projections, estimates, expectations, plans, assumptions and beliefs expressed or implied in such forward-looking statements.
We provide local, regional and national brands with an effective, turnkey solution to run streaming CTV advertising campaigns in all 210 Designated Market Areas (DMAs) in the United States.
In late 2016, we launched Premion, the industry’s first local advertising solution for streaming apps and CTV platforms. We provide local, regional and national brands with an effective, turnkey solution to run streaming CTV advertising campaigns in all 210 linear television markets in the United States.
The order also made common ownership of two full power television stations in the same market permissible in more markets so long as at least one of the commonly owned stations is not among the top four rated stations in the market at the time of acquisition (the “Top Four Restriction”), and provided for case-by-case consideration of transactions that would result in new or continued common ownership of two top four rated stations in a market.
Most notably, the rules generally permit common ownership of two full power television stations in the same market only if at least one of the commonly owned stations is not among the top four rated stations in the market at the time of acquisition (the Top Four Restriction), subject to case-by-case consideration of transactions that would result in new or continued common ownership of two top four rated stations in a market.
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 and Quest.
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 are one of the nation’s largest producers of local news producing more than 1,700 hours of news per week.
Our Corporate Responsibility and Sustainability Our enduring purpose to serve the greater good of our communities guides us, and our values – inclusion, integrity, innovation, impact and results – propel our stations and employees to be forces for positive change in the communities where we live and work.
Through our employee newsletter, we also regularly shared topics and resources for continued learning. Our Corporate Responsibility and Sustainability Our enduring purpose to serve the greater good of our communities guides our work and propels our stations and employees to be forces for positive change in the communities where we live and work.
The technology that enables consumers to receive news and information continues to evolve, as does our digital strategy. 7 Our Regulatory Environment Our television and radio stations are operated under the authority of the FCC, the Communications Act of 1934, as amended (Communications Act), and the rules and policies of the FCC (FCC regulations).
Our Regulatory Environment Our television and radio stations are operated under the authority of the Federal Communications Commission (FCC), the Communications Act of 1934, as amended (Communications Act), and the rules and policies of the FCC (FCC regulations).
Louis KSDK(TV): ksdk.com Ch. 5/NBC 2027 1,285,040 1947 New York Buffalo WGRZ(TV): wgrz.com Ch. 2/NBC 2027 641,090 1954 North Carolina Charlotte WCNC-TV: wcnc.com Ch. 36/NBC 2027 1,361,740 1967 Greensboro WFMY-TV: wfmynews2.com Ch. 2/CBS 2028 756,270 1949 Ohio Cleveland WKYC-TV: wkyc.com Ch. 3/NBC 2027 1,552,900 1948 Columbus WBNS-TV (6) : 10tv.com Ch. 10/CBS 2028 1,020,490 1949 Toledo WTOL(TV): wtol.com Ch. 11/CBS 2028 426,210 1958 Oregon Portland KGW(TV) (7) : kgw.com Ch. 8/NBC 2027 1,315,030 1956 Pennsylvania Scranton WNEP-TV: wnep.com Ch. 16/ABC 2026 588,490 1954 York WPMT(TV): fox43.com Ch. 43/FOX 2025 774,520 1952 South Carolina Columbia WLTX(TV): wltx.com Ch. 19/CBS 2028 443,360 1953 Tennessee Knoxville WBIR-TV: wbir.com Ch. 10/NBC 2027 578,600 1956 Memphis WATN-TV: localmemphis.com Ch. 24/ABC 2026 672,720 1978 WLMT(TV): localmemphis.com Ch. 30/CW 2026 672,720 1983 Texas Abilene KXVA(TV): myfoxzone.com Ch. 15/FOX 2025 117,830 2001 Austin KVUE(TV): kvue.com Ch. 24/ABC 2026 1,000,680 1971 Beaumont KBMT(TV) (8): 12newsnow.com Ch. 12/ABC 2026 169,260 1961 Corpus Christi KIII-TV: kiiitv.com Ch. 3/ABC 2026 210,480 1964 Dallas WFAA(TV): wfaa.com Ch. 8/ABC 2026 3,130,430 1949 Decatur KMPX(TV): wfaa.com Ch. 29/Estrella 2025 3,130,430 1993 Houston KHOU(TV): khou.com Ch. 11/CBS 2028 2,772,680 1953 Conroe KTBU(TV): khou.com Ch. 55/Quest N/A 2,772,680 2004 Odessa KWES-TV: newswest9.com Ch. 9/NBC 2027 160,050 1958 San Angelo KIDY(TV): myfoxzone.com Ch. 6/FOX 2025 58,460 1984 San Antonio KENS(TV): kens5.com Ch. 5/CBS 2028 1,081,400 1950 Nacogdoches KYTX(TV): cbs19.tv Ch. 19/CBS 2028 288,630 2008 20 TELEVISION STATIONS AND AFFILIATED DIGITAL PLATFORM (Continued) State/District of Columbia City Station/web site Channel (1) /Network Affiliation Agreement Expires in Market TV Households (2) Founded Temple KCEN-TV (9) : kcentv.com Ch. 9/NBC 2027 411,930 1953 Virginia Hampton WVEC(TV) (10) : 13newsnow.com Ch. 13/ABC 2026 776,230 1953 Washington Seattle KING-TV: king5.com Ch. 5/NBC 2027 2,070,920 1948 Everett KONG(TV): king5.com Ch. 16/IND N/A 2,070,920 1997 Spokane KREM(TV): krem.com Ch. 2/CBS 2028 500,010 1954 KSKN(TV): spokanescw22.com Ch. 22/CW 2026 500,010 1983 (1) Channel refers to the viewer-facing “virtual” channel associated with the station’s brand, which may differ from the radio frequency channel on which the station transmits.
Louis KSDK(TV): ksdk.com Ch. 5/NBC 2027 967,153 1947 New York Buffalo WGRZ(TV): wgrz.com Ch. 2/NBC 2027 534,178 1954 North Carolina Charlotte WCNC-TV: wcnc.com Ch. 36/NBC 2027 1,005,790 1967 Greensboro WFMY-TV: wfmynews2.com Ch. 2/CBS 2028 565,722 1949 Ohio Cleveland WKYC-TV: wkyc.com Ch. 3/NBC 2027 1,259,297 1948 Columbus WBNS-TV (6) : 10tv.com Ch. 10/CBS 2028 771,290 1949 Toledo WTOL(TV): wtol.com Ch. 11/CBS 2028 339,238 1958 Oregon Portland KGW(TV) (7) : kgw.com Ch. 8/NBC 2027 907,501 1956 Pennsylvania Scranton WNEP-TV: wnep.com Ch. 16/ABC 2026 448,547 1954 York WPMT(TV): fox43.com Ch. 43/FOX 2025 624,724 1952 South Carolina Columbia WLTX(TV): wltx.com Ch. 19/CBS 2028 315,679 1953 Tennessee Knoxville WBIR-TV: wbir.com Ch. 10/NBC 2027 416,037 1956 Memphis WATN-TV: localmemphis.com Ch. 24/ABC 2026 513,865 1978 WLMT(TV): localmemphis.com Ch. 30/CW 2026 513,865 1983 Texas Abilene KXVA(TV): myfoxzone.com Ch. 15/FOX 2025 76,289 2001 Austin KVUE(TV): kvue.com Ch. 24/ABC 2026 672,505 1971 Beaumont KBMT(TV) (8) : 12newsnow.com Ch. 12/ABC 2026 120,181 1961 Corpus Christi KIII-TV: kiiitv.com Ch. 3/ABC 2026 136,543 1964 Dallas WFAA(TV): wfaa.com Ch. 8/ABC 2026 2,105,541 1949 Decatur KFAA-TV: wfaa.com Ch. 29/IND N/A 2,105,541 1993 Houston KHOU(TV): khou.com Ch. 11/CBS 2028 1,805,453 1953 Conroe KTBU(TV): khou.com Ch. 55/Quest N/A 1,805,453 2004 Odessa KWES-TV: newswest9.com Ch. 9/NBC 2027 102,838 1958 San Angelo KIDY(TV): myfoxzone.com Ch. 6/FOX 2025 41,365 1984 San Antonio KENS(TV): kens5.com Ch. 5/CBS 2028 736,825 1950 Nacogdoches KYTX(TV): cbs19.tv Ch. 19/CBS 2028 187,458 2008 Temple KCEN-TV (9) : kcentv.com Ch. 9/NBC 2027 266,049 1953 Virginia Hampton WVEC(TV) (10) : 13newsnow.com Ch. 13/ABC 2026 582,240 1953 Washington Seattle KING-TV: king5.com Ch. 5/NBC 2027 1,401,819 1948 Everett KONG(TV): king5.com Ch. 16/IND N/A 1,401,819 1997 Spokane KREM(TV): krem.com Ch. 2/CBS 2028 324,849 1954 KSKN(TV): spokanescw22.com Ch. 22/CW 2026 324,849 1983 (1) Channel refers to the viewer-facing “virtual” channel associated with the station’s brand, which may differ from the radio frequency channel on which the station transmits.
Our ratings and reach are driven by the quality of programs we and our network partners produce and by the strong local connections we have to our communities, which gives us a unique position among the numerous program choices viewers have, regardless of platform. 3 Our Strategy Our highly qualified Board of Directors is actively engaged and regularly reviews, guides and oversees the development and implementation of our strategy.
Our ratings and reach are driven by the quality of programs we and our network partners produce and by the strong local connections we have to our communities, which gives us a unique position among the numerous program choices viewers have, regardless of platform. 3 Advertising and marketing services The advertising revenues generated by a station’s local news programs make up a significant part of its total advertising revenues.
Any forward-looking statements in this Annual Report on Form 10-K should be evaluated in light of these important factors.
Any forward-looking statements in this Annual Report on Form 10-K should be evaluated in light of these important factors. The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.
We have been consistently honored with the industry’s top awards, including Edward R. Murrow, George Polk, Alfred I. DuPont and Emmy Awards.
We deliver results for advertisers across television, digital, connected TV (CTV) and streaming app platforms, including Premion, our streaming app and CTV advertising network. We have been consistently honored with the industry’s top awards, including Edward R. Murrow, George Polk, Alfred I. DuPont and Emmy Awards.
In December 2017, the FCC issued a Notice of Proposed Rulemaking seeking comments on whether it can or should modify or eliminate the national ownership cap and/or the UHF discount. Our 64 television stations reach approximately 30.0% of U.S. television households when the UHF discount is applied and approximately 39.3% without the UHF discount. 8 Retransmission Consent .
In December 2017, the FCC issued a Notice of Proposed Rulemaking seeking comments on whether it can or should modify or eliminate the national ownership cap and/or the UHF discount; that proceeding remains open.
We believe that we have complied with such proceedings and orders at our stations without any materially adverse effect on our Consolidated Balance Sheets, Consolidated Statements of Income or Consolidated Statements of Cash Flows. Our General Company Information Our company was founded by Frank E. Gannett and associates in 1906 and was incorporated in 1923.
We believe that we have complied with such proceedings and orders at our stations without any materially adverse effect on our Consolidated Balance Sheets, Consolidated Statements of Income or Consolidated Statements of Cash Flows. Our Human Capital Our people play an important role in our success in today’s rapidly evolving media landscape.
In 2023, our stations and news teams strove to be the most trusted sources of news in our communities and to be agents of beneficial change in the markets we serve.
As our transmitters reach end of life, we source replacement transmitters that are more efficient from an electricity and HVAC perspective. Social Impact – In 2024, our stations and news teams strove to be the most trusted sources of news in our communities and to be agents of beneficial change in the markets we serve.
We continue to apply thoughtful energy efficiency strategies, including updating stations’ studio lighting to LEDs, replacing inefficient HVAC systems and replacing roofs with energy efficient materials.
We continue to apply thoughtful energy efficiency strategies, including updating stations’ studio lighting to LEDs, replacing inefficient HVAC systems and replacing roofs with energy efficient materials. Our practices include recycling and responsible disposal of technology products and equipment such as batteries and reducing the waste we generate at corporate offices and in production processes.
(2) Market TV households is number of television households in each market, according to 2023-2024 Nielsen figures. (3) We also own KTFT-LD (NBC), a low power television station in Twin Falls, ID. (4) We also own WALV-CD, a Class A television station in Indianapolis, IN. (5) We also own WBXN-CD, a Class A television station in New Orleans, LA.
(3) We also own KTFT-LD (NBC), a low power television station in Twin Falls, ID. (4) We also own WALV-CD, a Class A television station in Indianapolis, IN. 13 (5) We also own WBXN-CD, a Class A television station in New Orleans, LA. (6) We also own two radio stations, WBNS(AM) (1460), and WBNS-FM (97.1).
For these efforts, in 2023, TEGNA was recognized by The Civic 50 for a fourth consecutive year as one of the 50 most community-minded companies in the United States and the Telecommunications Sector Leader. The TEGNA Foundation’s local Community Grants program is the main vehicle for distributing charitable donations within our communities.
TEGNA and our stations take an active role in helping make our communities better places to live and work. In 2024, TEGNA was recognized by The Civic 50 for a fifth consecutive year as one of the 50 most community-minded companies in the United States and the Telecommunications Sector Leader.
With this additional sales channel, our combined TEGNA, Gray and Premion direct sales forces reach OTT viewers in approximately 78% of U.S. television households. 5 Premion remains the industry-leading premium CTV / OTT advertising platform across 210 DMAs.
With this additional sales channel, our combined TEGNA, Gray and Premion direct sales forces reach streaming apps CTV platform viewers in approximately 78% of U.S. television households. Our Operating Structure We have one operating and reportable segment, which generated revenues of $3.1 billion in 2024.
Across linear, desktop, mobile and streaming platforms, TEGNA connects our clients’ brands and messaging with locally-motivated audiences to advance their marketing and business objectives via a holistic marketing approach. In addition to delivering relevant audiences, TEGNA supports clients with vertical insights and innovative attribution analytics to optimize, and demonstrate performance on our client’s media investments.
Our dedicated, experienced team of advertising professionals aim to deliver customized marketing solutions with seamless execution to help our clients grow their business. Across linear, desktop, mobile and streaming platforms, TEGNA connects our clients’ brands and messaging with locally-motivated audiences to advance their marketing and business objectives via a holistic marketing approach.
We expect to continue rolling out the new standard in coordination with other broadcasters, taking into account relevant market dynamics and our overall capital planning. As we roll ATSC 3.0 service out to our stations, there can be no guarantee that such service will earn sufficient additional revenues to offset the related expenditures.
As we roll ATSC 3.0 service out to our stations, there can be no guarantee that such service will earn sufficient additional revenues to offset the related expenditures. We are subject to various laws and government regulations concerning environmental matters and employee safety and health.
Copies of all of these corporate governance documents are available to any shareholder upon written request made to our Secretary at the headquarters address.
Copies of all of these corporate governance documents are available to any shareholder upon written request made to our Secretary at the headquarters address. We will disclose on our website changes to, or waivers of, our corporate ethics policy. Our General Company Information Our company was founded by Frank E. Gannett and associates in 1906 and was incorporated in 1923.
The program has improved our intern-to-employee conversion rate and has notably increased diversity in our early career roles. In 2023, TEGNA employed 36 interns, with 56% of participants represented by people of color and 72% identifying as female. Employee Well-Being – Maintaining the health and well-being of our employees and their families is a top priority for our company.
The program has improved our intern-to-employee conversion rate and introduced a broad cross-section of next-generation news talent to TEGNA. Maintaining the health and well-being of our employees and their families is a top priority for our company.
Corporate Governance – Our management and Board of Directors aim to create value for our shareholders through effective, ethical management of our company.
TEGNA also serves and supports our communities by offering free airtime for nonprofits and charitable organizations to broadcast public service announcements (PSAs) that serve the public interest. Corporate Governance – Our management and Board of Directors aim to create value for our shareholders through effective, ethical management of our company.
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.
Each television station has a robust digital presence across online, mobile, connected television, streaming and social platforms, reaching consumers on all devices and platforms they use to consume news content. Our combined local and national sales forces capitalize on the reach provided by these offerings to provide our advertising customers with an extensive customer base.
This process has resulted in the Board adding four independent Directors since 2017 with deep expertise in media, technology, social/digital, capital markets and transactional experience. 18 • Commitment to Equity and Inclusion : Our Board and management are committed to ensuring our company reflects the diversity of the communities we serve.
This process has resulted in the Board adding five independent Directors since 2018 (including two in 2024), with, collectively, deep expertise in media, technology, social/digital, capital markets, corporate finance and M&A.
Employees are paired with a Care Navigator, a licensed mental health professional, for hands-on guidance and care coordination.
Employees are paired with a Care Navigator, a licensed mental health professional, for hands-on guidance and care coordination. They can also recommend other in-network providers. • Throughout 2024, Spring Health hosted webinars on family mental health, safeguarding overall well-being and developing healthy habits such as mindfulness for managing stress.
Continue building on our existing internship, Producer-in-Residence, and other programs. • Progress: In 2023, to grow our talent and offer opportunities for networking and professional development, we provided grants to 30 employees to attend six journalism conferences, including the Asian Americans Journalist Association (AAJA), the National Association of Black Journalists (NABJ), the National Association of Hispanic Journalists (NAHJ), and NLGJA: The Association of LGBTQ+ Journalists (NLGJA).
Talent Pipeline and Bench Strength : Increase partnerships with professional organizations, colleges and universities and build on our existing internship, Producer-in-Residence, and other programs. • Progress: In 2024, in addition to our Producer-In-Residence Program, SDR Academy and internship program, to grow our talent and offer opportunities for networking and professional development, we attended eight major professional journalism conferences to recruit talent and provided grants to 36 employees to attend these conferences. 2.
Ensuring our content teams and editorial decision-making are inclusive enables us to authentically represent the perspectives and experiences of all our audiences, fostering trust while better serving the diverse needs of our communities.
Multi-Year Inclusive Journalism Program: Development and launch of customized, multi-year Inclusive Journalism Program with expert external partners. • Progress: Begun in 2020 and with support from The Poynter Institute and Horowitz Research, our Inclusive Journalism program trains content teams to authentically represent perspectives and experiences of all our audiences and foster trust while better serving the needs of our communities.
Our human resources programs are designed to support these objectives by offering competitive pay, industry-leading benefits and development and growth opportunities. We strive to foster diversity, inclusion and innovation in our culture through our human resources, sales and journalism programs and policies.
Our key human capital management objectives are to attract, retain and develop the highest caliber talent in our industry. Our human resources programs are designed to support these objectives by offering competitive pay and growth and development opportunities. As of December 31, 2024, we employed approximately 5,900 full-time and part-time people.
To comply with its statutory obligation to review the local broadcast ownership rules every four years, the FCC separately initiated a parallel 2022 Quadrennial Review proceeding on December 22, 2022. That proceeding remains pending.
The petitions were consolidated and are pending in the U.S. Court of Appeals for the Eighth Circuit. The FCC separately initiated a parallel 2022 Quadrennial Review proceeding on December 22, 2022. That proceeding remains pending.
Through the TEGNA Foundation, employees receive 10 hours of PTO annually for volunteer work and receive a Matching Gift for donations to the causes and nonprofits important to them. • Time Away : Time away from the office is an important benefit that enables employees to relax and refresh mentally and physically.
A partnership with Care@Work by Care.com helps employees manage family care needs while balancing work, including child, elder or pet care. 9 • Time Away : Time away from the office is an important benefit that enables employees to relax and refresh mentally and physically.
We will disclose on our web site changes to, or waivers of, our corporate ethics policy. 21 Certain factors affecting forward-looking statements Certain statements in this Annual Report on Form 10-K 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.
The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding SEC registrants, including TEGNA Inc. 14 Certain factors affecting forward-looking statements Certain statements in this Annual Report on Form 10-K that do not describe historical facts may constitute forward-looking statements within the meaning of the U.S.
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ITEM 1. BUSINESS Our Business 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.
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ITEM 1. BUSINESS Our Business Overview TEGNA Inc. serves local communities across the U.S. through trustworthy journalism, engaging content, and tools to help people navigate their daily lives. Through customized marketing solutions, we help businesses grow and thrive.
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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.
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Additionally, through our network affiliation and local sports rights agreements, we carry popular sports content which includes professional and collegiate sports and the Olympics. We also own leading multicast networks True Crime Network and Quest.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAn increase in the availability of network programming on alternative platforms that either bypass or provide less favorable terms to local stations – such as cable channels, the Internet and other distribution vehicles – may dilute the exclusivity and the value of network programming originally broadcast by our stations and could adversely affect the business, financial condition and results of operations of our stations. 23 Our retransmission consent agreements with major cable, satellite and telecommunications service providers (also referred to as multichannel video programming distributors or MVPDs) permit them to retransmit our stations’ signals to their subscribers in exchange for the payment of compensation to us (which we classify as subscription revenues).
Biggest changeAn increase in the availability of network programming, particularly sports programming, on alternative platforms that either bypass or provide less favorable terms to local stations – such as cable channels, the Internet and other distribution vehicles – may dilute the exclusivity and the value of network programming originally broadcast by our stations and could adversely affect the business, financial condition and results of operations of our stations.
For example, increasing demand for content generated for consumption through other forms of media such as Amazon Prime Video, Disney+, Max, Hulu, Netflix, Paramount+ or Peacock could cause our advertising revenues to decline as a result of changes to the ratings of our programming, which may materially negatively affect our business and results of operations.
For example, increasing demand for content generated for consumption through other forms of media such as Amazon Prime Video, YouTube, Disney+, Max, Hulu, Netflix, Paramount+ or Peacock could cause our advertising revenues to decline as a result of changes to the ratings of our programming, which may materially negatively affect our business and results of operations.
Further, advances in technology and the increasing sophistication of attackers have led to more frequent and effective cyberattacks, including advanced persistent threats by state-sponsored actors, cyberattacks relying on complex social engineering or “phishing” tactics, ransomware attacks, and other methods.
Further, advances in technology and the increasing sophistication of attackers have led to more frequent and effective cyber-attacks, including advanced persistent threats by state-sponsored actors, cyber-attacks relying on complex social engineering or “phishing” tactics, ransomware attacks, and other methods.
We take measures to minimize the risk and impact of a cyber-attack, including utilization of multi-factor authentication, deployment of firewalls, virtual private networks for mobile connections, elevated access controls, standardized vendor access, active patching monitoring / logging, and regular training of our employees related to protecting sensitive information and recognizing “phishing” attacks.
We take measures to minimize the risk and impact of a cyber-attack, including utilization of multi-factor authentication, deployment of firewalls, virtual private networks for remote access, elevated access controls, standardized vendor access, active patching monitoring / logging, and regular training of our employees related to protecting sensitive information and recognizing “phishing” attacks.
In addition, our business operations may be disrupted, and our results of operations ma y be impaired, by the impact of breaches or cyber-attacks on our vendors, and these potential disruptions and impairments may not be covered by our insurance policies.
In addition, our business operations may be disrupted, and our results of operations may be impaired, by the impact of breaches or cyber-attacks on our vendors, and these potential disruptions and impairments may not be covered by our insurance policies.
Competition from alternative forms of media may impair our ability to grow or maintain revenue levels in traditional and new businesses Advertising and marketing services produce a significant portion of our revenues, with our stations’ affiliated desktop, mobile and tablet advertising revenues, as well as our OTT product offerings being important components.
Competition from alternative forms of media may impair our ability to grow or maintain revenue levels in traditional and new businesses Advertising and marketing services produce a significant portion of our revenues, with our stations’ affiliated desktop, mobile and tablet advertising revenues, as well as our streaming app product offerings being important components.
Technology, particularly new video formats, streaming and downloading capabilities via the Internet, video-on-demand and other devices and technologies used in the entertainment industry continues to evolve rapidly, leading to alternative methods for the delivery and storage of digital content.
Technology, particularly new video formats, streaming and downloading capabilities via the Internet, video-on-demand and other devices and technologies used in the entertainment industry continue to evolve rapidly, leading to alternative methods for the delivery and storage of content.
Although a share repurchase program is intended to enhance long-term stockholder value, there is no assurance it will do so because the market price of our common stock may decline below the levels at which we repurchased shares and short-term stock price fluctuations could reduce the effectiveness of the program.
Although share repurchases are intended to enhance long-term stockholder value, there is no assurance they will do so because the market price of our common stock may decline below the levels at which we repurchased shares and short-term stock price fluctuations could reduce the effectiveness of the repurchases.
Repurchasing common stock will reduce the amount of cash we have available to fund capital expenditures, interest payments, dividends, share repurchases, investments in strategic initiatives and other operating requirements and we may fail to realize the anticipated benefits of these share repurchase programs. 25
Repurchasing common stock would reduce the amount of cash we have available to fund capital expenditures, interest payments, dividends, debt retirements, share repurchases, investments in strategic initiatives and other operating requirements and we may fail to realize the anticipated benefits of share repurchases.
DOJ’s review could result in restrictions on our ability to pursue or consummate future transactions, and/or a requirement that we divest certain television stations if an acquisition would result in excessive concentration in a market. Review and enforcement policies of the DOJ may be subject to change, including as a result of changes in administration or in DOJ leadership.
DOJ’s review could result in restrictions on our ability to pursue or consummate future transactions, and/or a requirement that we divest certain television stations if an acquisition would result in excessive concentration in a market. Moreover, the DOJ’s review and enforcement policies may change in the new administration.
Under these agreements, the television networks produce and distribute programming to us in exchange for our stations’ commitments to air the programming at specified times and to pay the networks monetary compensation and other consideration, such as commercial announcement time during the programming. The cost of network affiliation agreements represents a significant portion of our television operating expenses.
Under these agreements, the television networks produce and distribute programming to us in exchange for our stations’ commitments to air the programming at specified times and to pay the networks monetary compensation and other consideration, such as commercial announcement time during the programming.
Risks Related to Our Business and Industry We are impacted by demand for advertising, which, in turn, depends on a number of factors, some of which are cyclical and many of which are beyond our control In 2023, 44% of our revenues were derived from non-political television spot and digital advertising.
Risks Related to Our Business and Industry We are impacted by demand for advertising, which, in turn, depends on a number of factors, some of which are cyclical and/or seasonal, and will also fluctuate as a result of a number of other factors, many of which are beyond our control In 2024, 40% of our revenues were derived from non-political television spot and digital advertising.
Our advertising revenues can also be affected by a variety of other factors outside our control, including, among other things, the viewership of the programming offered by our television stations, local and national advertising price fluctuations, the duration and extent of any network preemption of regularly scheduled programming for any reason, and labor disputes or other disruptions at programming providers, networks or professional sports leagues.
Our advertising revenues can also be affected by a variety of other factors outside our control, including, among other things, the viewership of the programming offered by our television stations, local and national advertising price fluctuations, the duration and extent of any network preemption of regularly scheduled programming for any reason, audience/attribution measurement services and industry adoption of such services, consolidation of agencies in the marketplace, our competitors’ activities, including increased competition from other advertising-based mediums, particularly digital and streaming platforms, and the internet and labor disputes or other disruptions at programming providers, networks or professional sports leagues.
The non-renewal or termination of any of our network affiliation agreements would prevent us from being able to carry programming of the affiliate network. This loss of programming would require us to obtain replacement programming, which may involve higher costs and/or which may not be as attractive to our audiences, resulting in reduced revenues.
This loss of programming would require us to obtain replacement programming, which may involve higher costs and/or which may not be as attractive to our audiences, resulting in reduced revenues.
These technological advancements have driven changes in consumer behavior and have empowered consumers to seek more control over when, where and how they consume news and entertainment, including through so-called “cutting the cord” and other consumption strategies. 22 These innovations may affect our ability to maintain the audience for our linear television product, which may make our television stations less attractive to advertisers.
These technological advancements have driven changes in consumer behavior and have empowered consumers to seek more control over when, where and how they consume news and entertainment, including through so-called “cutting the cord” and other consumption strategies.
Each of our network affiliation agreements has a stated expiration date. With respect to the major broadcast networks, our principal expirations occur in the following years: NBC-early 2027, CBS-2028, ABC-2026 and Fox-2025. If renewed, our network affiliation agreements may be renewed on terms that are less favorable to us.
The cost of network affiliation agreements represents a significant portion of our operating expenses. 17 Each of our network affiliation agreements has a stated expiration date. With respect to the major broadcast networks, our principal expirations occur in the following years: NBC-early 2027, CBS-2028, ABC-2026 and Fox-2025.
Volatility in the U.S. credit markets could significantly impact our ability to obtain new financing to fund our operations or to refinance our existing debt at reasonable rates and terms as it matures As of December 31, 2023, we had approximately $3.09 billion in debt and approximately $1.49 billion of undrawn additional borrowing capacity under our revolving credit facility.
If we are unable to successfully adapt to new developments related to, and risks and challenges associated with GAI, our business, results of operations and financial position could be negatively impacted. 20 Risks Related to Ownership of Our Common Stock Volatility in the U.S. credit markets could significantly impact our ability to obtain new financing to fund our operations or to refinance our existing debt at reasonable rates and terms as it matures As of December 31, 2024, we had approximately $3.09 billion in debt and approximately $738.2 million of undrawn additional borrowing capacity under our revolving credit facility.
This source of revenue represented approximately 52% of our 2023 total revenues. On occasion, we may not be able to agree on mutually acceptable terms when negotiating renewals as we experienced in renewal negotiations with a major MVPD in early December 2023 which was subsequently resolved in January 2024.
This source of revenue represented approximately 47% of our 2024 total revenues and 52% of our 2023 revenues. On occasion, we may not be able to agree on mutually acceptable terms when negotiating renewals.
Future blackouts, should they occur, or if we are unable to renew our retransmission agreements on market terms, or at all, could negatively impact our business, financial condition and results of operations.
Future blackouts, should they occur, or if we are unable to renew our retransmission agreements on market terms, or at all, could negatively impact our business, financial condition and results of operations. In addition, pay-TV interests and other parties continue to advocate for the FCC to alter or eliminate various aspects of the rules governing retransmission consent negotiations.
We may not realize the anticipated benefits of our share repurchase programs and any failure to repurchase our common stock after we have announced our intention to do so may negatively impact our stock price On June 2, 2023, we entered into an accelerated share repurchase (ASR) program under which we repurchased $300 million of our common stock.
We may not realize the anticipated benefits of share repurchase activity On June 2, 2023, we entered into an accelerated share repurchase (ASR) program under which we repurchased $300 million of our common stock. This program was completed in August 2023.
On January 25, 2024, the revolving credit facility was amended to, among other things, reduce the Five-Year Commitments (as defined in the Credit Agreement) from $1.51 billion to $750 million and to extend the term, as further described in Part II, Item 7 below. Our fixed rate term debt matures at various times during the years 2026 - 2029.
On January 25, 2024, the revolving credit facility was amended to, among other things, reduce the Five-Year Commitments (as defined in the Credit Agreement) from $1.51 billion to $750 million and to extend the term, subject to a 91-day springing maturity date if debt in excess of $300 million (subject to certain exceptions) were to mature before the extended maturity date (as further described in Part II, Item 7 below).
This program was completed during the third quarter of 2023. On November 9, 2023, we entered into a second ASR program under which we repurchased an additional $325 million of our common stock. This program was completed in February 2024.
On November 9, 2023, we entered into a second ASR program under which we repurchased an additional $325 million of our common stock. This program was completed in February 2024. Both of these ASR programs are in addition to the $650.0 million share repurchase program authorized by our Board of Directors in December 2023 which expires on December 31, 2025.
In addition, any amounts borrowed under the revolving credit facility in the future are subject to a variable rate. The value of our existing intangible assets may become impaired, depending upon future operating results Goodwill and other intangible assets were approximately $5.31 billion as of December 31, 2023, representing approximately 76% of our total assets.
The value of our existing intangible assets may become impaired, depending upon future operating results Goodwill and other intangible assets were approximately $5.33 billion as of December 31, 2024, representing approximately 73% of our total assets.
The existence of share repurchase programs could cause the price of the Company’s common stock to be higher than it otherwise would be and could potentially reduce the market liquidity for our stock.
There can be no assurances that the Company will continue to repurchase shares under the current authorization. Future share repurchase activity under our current authorization, if any, could cause the price of the Company’s common stock to be higher than it otherwise would be and could potentially reduce the market liquidity for our stock.
If FCC rules and policies, including broadcast ownership rules become more restrictive, our opportunities to grow our broadcast business through acquisitions or other strategic transactions could be impaired. In addition, prospective acquisition activities may be subject to antitrust review by the Antitrust Division of the Department of Justice (DOJ).
While FCC rules and policies, including broadcast ownership rules, are widely expected to become more permissive in the new administration, there can be no assurances that any such changes will be adopted or, if they are, that such changes will result in acquisitions or other strategic transactions by the Company. 18 In addition, prospective acquisition activities may be subject to antitrust review by the Antitrust Division of the Department of Justice (DOJ).
If our operating results deteriorate significantly, we may not be able to pay amounts when due and a portion of these maturities may need to be refinanced. Access to the capital markets for longer-term financing is generally unpredictable and volatile credit markets could make it harder for us to obtain debt financings.
Our fixed rate term debt matures at various times during the years 2026 - 2029. If our operating results deteriorate significantly, we may not be able to pay amounts when due and a portion of these maturities may need to be refinanced.
ITEM 1A. RISK FACTORS An investment in our common stock involves risks and uncertainties and investors should consider carefully the following risk factors before investing in our securities. We seek to identify, manage and mitigate risks to our business, but risk and uncertainty cannot be eliminated or necessarily predicted.
We seek to identify, manage and mitigate risks to our business, but risk and uncertainty cannot be eliminated or necessarily predicted. Many of the risk factors described under one heading below may apply to more than one section in which we have grouped them for the purpose of this presentation.
Removed
During 2023, macroeconomic conditions, including rising interest rates, the impact of inflation, along with geopolitical concerns, created economic and political uncertainty as well as volatility in U.S. and other markets. This uncertainty and volatility caused advertisers to pull back on spending affecting our AMS revenue results. This may very well continue into 2024.
Added
ITEM 1A. RISK FACTORS The following risk factors and the forward-looking statements disclaimer included above should be read carefully in connection with evaluating our business and investing in our securities. These risks and uncertainties could cause actual results and events to differ materially from those anticipated.
Removed
Risks Related to Ownership of Our Common Stock There could be significant liability if the spin-off of Cars.com was determined to be a taxable transaction In May 2017 we completed our spin-off of Cars.com, which we refer to as the “spin-off”.
Added
As a result, you should consider all of the following factors, together with all of the other information presented in this Annual Report on Form 10-K, in evaluating our business. These risk factors may be amended, supplemented or superseded from time to time in future filings and reports that we file with the SEC.
Removed
In connection with the spin-off, we received an opinion from outside tax counsel to the effect that the requirements for tax-free treatment under Section 355 of the Internal Revenue Code were satisfied.
Added
Measures taken by the government in 2024, including interest rate cuts by the Federal Reserve, eased certain pressures on the economy, but other macroeconomic factors, including inflation above certain benchmarks, as well as the new presidential administration, could result in future reversals of the government’s current economic policies. This uncertainty and volatility may impact our AMS revenue results.
Removed
The opinion relies on certain facts, assumptions, representations and undertakings from TEGNA and the spun-off business regarding the past and future conduct of the company’s business and other matters.
Added
Macroeconomic factors resulted in a continued softening of the national advertising market in 2024, which impacted our AMS revenues for the year. These factors may continue to pressure advertising revenues in 2025.
Removed
If any of these facts, assumptions, representations or undertakings is incorrect or not satisfied, TEGNA and its stockholders may not be able to rely on the opinion of tax counsel and could be subject to significant tax liabilities.
Added
In addition, advertising revenues are subject to seasonal fluctuations, with our second and fourth quarter operating results generally being stronger than those of the first and third quarters, driven by the increases in spring seasonal advertising in the second quarter and in advertising for the holiday season in the fourth quarter.
Removed
Notwithstanding the opinion of tax counsel, the Internal Revenue Service could determine on audit that the spin-off is taxable if it determines that any of these facts, assumptions, representations or undertakings were incorrect or have been violated or if it disagrees with the conclusions in the opinion, or for other reasons, including as a result of certain significant changes in the share ownership of TEGNA or the spun-off business after the separation.
Added
These changes in consumption have had a negative impact on our ability to generate subscription revenues, as the number of MVPD subscribers has declined period-over-period. For example according to a Wells Fargo equity research report (November 2024), it is estimated that pay-TV subscribers decreased by 7.4% in 2024.
Removed
If the spin-off was determined to be taxable for U.S. federal income tax purposes, TEGNA and its stockholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities.
Added
Since our subscription revenue is based on the number of pay-TV subscribers of our MVPD partners and their subscriber counts have declined, our subscriber revenue has experienced downward pressure.
Removed
Our 2017 tax year is currently under examination by the Internal Revenue Service and the relevant federal statute of limitations remains open until September 30, 2024. 24 Our strategic acquisitions, investments and partnerships could pose various risks, increase our leverage and may significantly impact our ability to expand our overall profitability Acquisitions involve inherent risks, such as increasing leverage and debt service requirements and combining company cultures and facilities, which could have a material adverse effect on our results of operations or cash flow and could strain our human resources.
Added
As cord-cutting has accelerated, we have not been able to renew MVPD contracts on terms that are sufficiently favorable to offset this subscriber decline, and as a result, our subscriber revenues declined in 2024.
Removed
We may be unable to successfully complete acquisitions, implement effective cost controls, achieve expected synergies or increase revenues as a result of an acquisition. Acquisitions may result in us assuming unexpected liabilities and in management diverting its attention from the operation of our business.
Added
If current cord-cutting trends continue downward, or accelerate, and we are not able to negotiate renewed MVPD contracts on terms that are sufficiently favorable to offset the subscriber-driven declines, then we may experience a material decline in subscription revenue.
Removed
Acquisitions may result in us having greater exposure to the industry risks of the businesses underlying the acquisition. Strategic investments and partnerships with other companies expose us to the risk that we may be unable to control the operations of our investee or partnership, which could decrease the amount of benefits we realize from a particular relationship.
Added
In addition, there can be no assurance that these contracts will be renewed in the future, or renewed on favorable terms to us. 16 These innovations may affect our ability to maintain the audience for our linear television product, which may make our television stations less attractive to advertisers.
Removed
We are exposed to the risk that our partners in strategic investments and infrastructure may encounter financial difficulties which could disrupt investee or partnership activities, or impair assets acquired, which would adversely affect future reported results of operations and shareholders’ equity.
Added
We rely upon cloud computing services to operate certain significant aspects of our business and any disruption could have an adverse effect on our financial condition and results of operations Our business depends upon cloud computing services provided by third parties to provide a distributed computing infrastructure platform for certain of our business operations, including data processing, storage capabilities, and other services.
Removed
The failure to obtain regulatory approvals or required consents of broadcast television networks or other third parties may prevent us from completing or realizing the anticipated benefits of acquisitions. Furthermore, acquisitions may subject us to new or different regulations which could have an adverse effect on our operations.
Added
Such third-party cloud computing services are vulnerable to damage or interruption from infrastructure changes, natural disasters, cybersecurity attacks, power outages, terrorist attacks, and other events or acts. For example, in 2024 one or our key vendors experienced a worldwide outage of its systems that temporarily impacted our ability to broadcast new content.
Removed
Both of these ASR agreements are in addition to the $650.0 million share repurchase program authorized by our Board of Directors in December 2023 which expires on December 31, 2025. The timing and amount of any repurchases under share repurchase programs will depend on factors such as the stock price, economic and market conditions, and corporate and regulatory requirements.
Added
Because of the very short duration of the outage, the event did not have a material impact on our business, but future similar events of longer duration could have a material impact.
Removed
Any failure to repurchase shares after we have announced our intention to do so may negatively impact our reputation, investor confidence and the price of our common stock.
Added
We could experience future interruptions, delays and outages in service and availability from our third-party cloud computing providers from time to time due to a variety of factors, including, but not limited to, infrastructure changes, human or software errors, website hosting disruptions and capacity constraints.
Added
Because we cannot easily switch our cloud computing operations to other third-party providers without significant costs, any future disruption of or interference with our use of third-party cloud computing service providers could have a materially negative impact on our business and the results of our operations.
Added
If renewed, our network affiliation agreements may be renewed on terms that are less favorable to us. The non-renewal or termination of any of our network affiliation agreements would prevent us from being able to carry programming of the affiliate network.
Added
Our retransmission consent agreements with major cable, satellite and telecommunications service providers (also referred to as multichannel video programming distributors or MVPDs) permit them to retransmit our stations’ signals to their subscribers in exchange for the payment of compensation to us (which we classify as subscription revenues).
Added
On December 31, 2024, the FCC adopted rules requiring MVPDs to report future blackouts with broadcasters lasting longer than 24 hours to an FCC-operated, publicly accessible database; as of February 27, 2025, these rules are pending publication in the Federal Register, and no compliance date has been announced.
Added
The order adopting the rules contemplates that this reporting will be used, among other purposes, to “assist the Commission and Congress in the development of public policy relating to retransmission consent.” If in the future changes to the retransmission consent rules were adopted, such developments could give cable and satellite operators leverage against broadcasters in retransmission consent negotiations, which could possibly adversely impact our revenue from retransmission and advertising.
Added
Changes to the Hart-Scott-Rodino (HSR) rules adopted by the Federal Trade Commission (FTC) in 2024, with DOJ’s concurrence, are expected to require significant additional time and effort to make filings for transactions that require review under the HSR Act and could result in greater scrutiny by the DOJ of proposed transactions.
Added
We may be subject to investigations or fines from governmental authorities, such as, but not limited to penalties related to violations of FCC indecency, children’s programming, sponsorship identification, closed captioning and other FCC rules and policies, the enforcement of which has increased in recent years, and complaints related to such violations may delay our FCC license renewal applications with the FCC We provide a significant amount of live news reporting that is provided by the broadcast networks or is controlled by our on-air news talent.
Added
Although both broadcast networks and our on-air talent have generally been professional and careful about the information they communicate, there is always the possibility that information may be reported that is inaccurate or in violation of certain indecency rules promulgated by the FCC.
Added
In addition, entertainment and sports programming provided by broadcast syndicators and networks may contain content that is in violation of the indecency rules promulgated by the FCC.
Added
Because the interpretation by the courts and the FCC of the indecency or other rules is not always clear, it is sometimes difficult for us to determine in advance what may be indecent programming. We have insurance to cover some of the liabilities that may occur, but the FCC has enhanced its enforcement efforts relating to the regulation of indecency.
Added
Also, the FCC has various other rules governing broadcast content, including but not limited to obligations to air children’s television programming, commercial matter limitations within children’s programming, and closed captioning and sponsorship identification requirements. We are subject to such rules regardless of whether the programming is produced by us or by third parties.
Added
Violation of the indecency, children’s programming, closed captioning, sponsorship identification, or other rules could potentially subject us to penalties, license revocation, or renewal or qualification proceedings. In the past, we have incurred fines, none of which have been material.
Added
There can be no assurance that future incidents that may lead to significant fines or other penalties by the FCC can be avoided.
Added
The success of much of our business is dependent upon the retention and performance of on-air talent and program hosts and other key employees Our business depends upon the continued efforts, abilities and expertise of our corporate executive team. There can be no assurance that these individuals will remain with us.
Added
Our business, financial condition and results of operations could be materially adversely affected if we lose any of these persons and are unable to attract and retain qualified replacements. Additionally, our stations independently contract with several on-air personalities and hosts with significant loyal audiences in their respective markets.
Added
Although our stations have entered into long-term agreements with some of their key on-air talent and program hosts to protect their interests in those relationships, we can give no assurance that all or any of these persons will remain with our stations or will retain their audiences.
Added
Competition for these individuals is intense and several states restrict our ability to enter into noncompete agreements with such personnel. Our competitors may choose to extend offers to any of these individuals on terms which our stations may be unable or unwilling to meet.
Added
Furthermore, the popularity and audience loyalty of our stations key on-air talent and program hosts is highly sensitive to rapidly changing public tastes. A loss of such popularity or audience loyalty is beyond our control and could limit our stations’ ability to generate revenue and could have a material adverse effect on our business, financial condition and results of operations.
Added
We have invested and will continue to invest in new technology initiatives which may not result in usable technology or intellectual property We have also invested in, and will continue to invest in, the development of other technologies and products.
Added
Product development is a costly, complex and time-consuming process, and the investment in product development often involves a long wait until a return, if any, is achieved on such investment. We continue to make significant investments in research and development relating to our technologies and products. Investments in new technology and processes are inherently speculative.
Added
Technical obstacles and challenges we encounter in our research and development process may result in delays in or abandonment of product commercialization, substantially increase the costs of development and negatively affect our results of operations. 19 We could be adversely affected by strikes or other union job actions The cost of producing and distributing entertainment programming has increased substantially in recent years due to, among other things, the increasing demands of creative talent and industry-wide collective bargaining agreements.
Added
Although we generally purchase programming content from others rather than produce such content ourselves, our program suppliers engage the services of writers, directors, actors and on-air and other talent, trade employees, and others, some of whom are subject to these collective bargaining agreements. Approximately 10% of our employees are represented by labor unions under collective bargaining agreements.
Added
If we or our program suppliers are unable to renew expiring collective bargaining agreements, it is possible that the affected unions could take action in the form of strikes or work stoppages.
Added
Failure to renew these agreements, higher costs in connection with these agreements or a significant labor dispute could adversely affect our business by causing, among other things, delays in production that lead to declining viewers, a significant disruption of operations, and reductions in the profit margins of our programming and the amounts we can charge advertisers for time.
Added
Our stations also broadcast certain professional sporting events, and our viewership may be adversely affected by player strikes or lockouts which could adversely affect our advertising revenues, results of operations. Further, any changes in the existing labor laws may further the realization of the foregoing risks.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+0 added−1 removed6 unchanged
Biggest changeTEGNA has an extensive patching and software update program, and performance metrics are reported to our Board. All new employees are required to take a cybersecurity training course, and we have mandatory quarterly training modules for all employees. We maintain third-party vendor policies and practices to identify, prioritize, and mitigate and remediate third party risk.
Biggest changeOur network is continuously monitored using prevailing industry tools, and our cybersecurity team promptly investigates any anomalies. TEGNA has an extensive patching and software update program, and performance metrics are reported to our Board. All new employees are required to take a cybersecurity training course, and we have mandatory quarterly training modules for all employees.
Our cybersecurity team is overseen at a high level by our Senior Vice President and Chief Technology Officer, who is directly supported by our Vice President of IT and Station Operations and our Senior Director of IT Security and Compliance. This leadership team has decades of experience leading cybersecurity oversight and managing our organization’s cybersecurity risks.
Our cybersecurity team is overseen by our Senior Vice President and Chief Technology Officer, who is directly supported by our Vice President of IT and Station Operations and our Senior Director of IT Security and Compliance . This leadership team has decades of experience leading cybersecurity oversight and managing our organization’s cybersecurity risks.
Third-party access is narrowly limited in scope, granting access only to necessary systems with the lowest level of privileges required. Third-party access is monitored, and accounts are reviewed and attested to on a quarterly basis.
We maintain third-party vendor policies and practices to identify, prioritize, and mitigate and remediate third party risk. Third-party access is narrowly limited in scope, granting access only to necessary systems with the lowest level of privileges required. Third-party access is monitored, and accounts are reviewed and attested to on a quarterly basis.
TEGNA uses the National Institute of Standards and Technology (NIST) Cybersecurity Framework and has clearly defined policies and standards for all employees and technical systems. TEGNA’s internal Cybersecurity Council conducts quarterly meetings to discuss risks, processes, controls, strategy, and response. We use external subject matter experts to provide independent assessments of the cybersecurity program.
TEGNA uses the National Institute of Standards and Technology (NIST) Cybersecurity Framework and has clearly defined policies and standards for all employees and technical systems. We use external subject matter experts to provide independent assessments of the cybersecurity program.
Following the NIST Cybersecurity Framework, TEGNA utilizes internal reporting, policies, software, training programs and hardware solutions to protect and monitor our environment, including multifactor authentication on all critical systems, firewalls, intrusion, detection and prevention systems, vulnerability and penetration testing and identity management systems. Our network is continuously monitored using prevailing industry tools, and our cybersecurity team promptly investigates any anomalies.
Following the NIST Cybersecurity Framework, TEGNA utilizes internal reporting, policies, software, training programs, secure software development coding practices and hardware solutions to protect and monitor our environment, including multifactor authentication on all critical systems, firewalls, intrusion, detection and prevention systems, vulnerability and penetration testing and identity management systems.
Although such risks have not materially affected us, including our business strategy, results of operations or financial condition, to date, we have from time to time experienced threats to our information systems and data.
Although to date such risks have no t materially affected us, including our business strategy, results of operations or financial condition, we have from time-to-time experienced threats to our information systems and data. For more information about the cybersecurity risks we face, see Item 1A. “Risk Factors”.
Removed
For more information about the cybersecurity risks we face, see the risk factor entitled “Our efforts to minimize the likelihood and impact of adverse cybersecurity incidents and to protect our technology and confidential information may not be successful and our business could be negatively affected” in Item 1A. “Risk Factors”.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed1 unchanged
Biggest changeA listing of our digital businesses locations can be found on page 21. We lease our corporate headquarters facility, which is located in Tysons, VA. We believe that none of our individual properties represents a material a mount of the total properties owned or leased.
Biggest changeA listing of our digital businesses locations can be found on page 14. We lease our corporate headquarters facility, which is located in Tysons, VA. We believe that none of our individual properties represents a material amount of the total properties owned or leased.
ITEM 2. PROPERTIES The types of properties required to support our television stations include offices, studios, sales offices, tower and transmitter sites. A listing of television station locations can be found on page 20. Our digital and multicast businesses that support our broadcast operations lease their facilities. This includes facilities for executive offices, sales offices and data centers.
ITEM 2. PROPERTIES The types of properties required to support our television stations include offices, studios, sales offices, tower and transmitter sites. A listing of television station locations can be found on page 13. Our digital and multicast businesses that support our broadcast operations lease their facilities. This includes facilities for executive offices, sales offices and data centers.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

79 edited+27 added−64 removed34 unchanged
Biggest changeResults for the year ended December 31, 2022: • Asset impairment and other 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, net, associated with establishing a valuation allowance on a deferred tax asset related to an equity method investment. 37 Below are 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 (in thousands, except per share amounts): Special Items Year ended Dec. 31, 2023 GAAP measure M&A-related costs Retention costs - SBC Retention costs - Cash Merger termination fee Asset impairment and other Other non-operating item Special tax item Non-GAAP measure Cost of revenues $ 1,718,857 $ — $ (1,699) $ — $ — $ — $ — $ — $ 1,717,158 Business units - Selling, general and administrative expenses 412,000 — (1,133) (2,331) — — — — 408,536 Corporate - General and administrative expenses 65,933 (19,848) (1,072) (2,117) — — — — 42,896 Asset impairment and other 3,359 — — — — (3,359) — — — Merger termination fee (136,000) — — — 136,000 — — — — Operating expenses 2,177,385 (19,848) (3,904) (4,448) 136,000 (3,359) — — 2,281,826 Operating income 733,545 19,848 3,904 4,448 (136,000) 3,359 — — 629,104 Other non-operating items, net 17,490 — — — — — (25,809) — (8,319) Total non-operating expenses (126,999) — — — — — (25,809) — (152,808) Income before income taxes 606,546 19,848 3,904 4,448 (136,000) 3,359 (25,809) — 476,296 Provision for income taxes 130,199 4,552 500 590 (24,504) 860 (6,604) 7,328 112,921 Net income attributable to TEGNA Inc. 476,724 15,296 3,404 3,858 (111,496) 2,499 (19,205) (7,328) 363,752 Earnings per share - diluted (a) $ 2.28 $ 0.07 $ 0.02 $ 0.02 $ (0.54) $ 0.01 $ (0.09) $ (0.04) $ 1.74 (a) Per share amounts do not sum due to rounding.
Biggest changeBelow are 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 (in thousands, except per share amounts): Special Items Year ended Dec. 31, 2024 GAAP measure M&A-related costs Earnout adjustments Retention costs - SBC Retention costs - Cash Workforce restructuring Asset impairment and other Other non-operating item Special tax item Non-GAAP measure Employee compensation $ 752,753 $ — $ — $ (9,955 ) $ (4,333 ) $ (18,931 ) $ — $ — $ — $ 719,534 Corporate - General and administrative expenses 51,851 (2,290 ) — (3,307 ) (2,227 ) (2,725 ) — — — 41,302 Operating expenses 2,317,187 (2,290 ) 3,453 (9,955 ) (4,333 ) (18,931 ) (1,097 ) — — 2,284,034 Operating income 784,784 2,290 (3,453 ) 9,955 4,333 18,931 1,097 — — 817,937 Income before income taxes 772,987 2,290 (3,453 ) 9,955 4,333 18,931 1,097 (142,552 ) — 663,588 Provision for income taxes 173,944 593 (887 ) 1,186 748 4,129 284 (33,972 ) (2,634 ) 143,391 Net income attributable to TEGNA Inc. 599,818 1,697 (2,566 ) 8,769 3,585 14,802 813 (108,580 ) 2,634 520,972 Earnings per share - diluted (a) $ 3.53 $ 0.01 $ (0.02 ) $ 0.05 $ 0.02 $ 0.09 $ — $ (0.64 ) $ 0.02 $ 3.07 Special Items Year ended Dec. 31, 2023 GAAP measure M&A-related costs Retention costs - SBC Retention costs - Cash Merger termination fee Asset impairment and other Other non-operating item Special tax item Non-GAAP measure Employee compensation $ 712,155 $ (1,479 ) $ (3,904 ) $ (4,448 ) $ — $ — $ — $ — $ 702,324 Corporate - General and administrative expenses 65,933 (19,848 ) (1,072 ) (2,117 ) — — — — 42,896 Operating expenses 2,177,385 (19,848 ) (3,904 ) (4,448 ) 136,000 (3,359 ) — — 2,281,826 Operating income 733,545 19,848 3,904 4,448 (136,000 ) 3,359 — — 629,104 Income before income taxes 606,546 19,848 3,904 4,448 (136,000 ) 3,359 (25,809 ) — 476,296 Provision for income taxes 130,199 4,552 500 590 (24,504 ) 860 (6,604 ) 7,328 112,921 Net income attributable to TEGNA Inc. 476,724 15,296 3,404 3,858 (111,496 ) 2,499 (19,205 ) (7,328 ) 363,752 Earnings per share - diluted (a) $ 2.28 $ 0.07 $ 0.02 $ 0.02 $ (0.54 ) $ 0.01 $ (0.09 ) $ (0.04 ) $ 1.74 (a) Per share amounts do not sum due to rounding. 33 Adjusted EBITDA Reconciliations of Adjusted EBITDA (inclusive and exclusive of stock-based compensation expenses) to net income attributable to TEGNA Inc. presented in accordance with GAAP on our Consolidated Statements of Income is presented below (in thousands): 2024 Change 2023 Net income attributable to TEGNA Inc.
Net income was impacted in 2023 by the one time-merger termination fee of $136.0 million that was settled in the second quarter of 2023. The merger termination fee was satisfied in the form of TEGNA common stock and therefore did not impact cash flows from operating activities.
Net income in 2023 was impacted by the one time-merger termination fee of $136.0 million that was settled in the second quarter of 2023. The merger termination fee was satisfied in the form of TEGNA common stock and therefore did not impact cash flows from operating activities.
Our principal defined benefit pension plan is the TEGNA Retirement Plan (TRP). We also sponsor the TEGNA Supplemental Retirement Plan (SERP) for certain employees. Substantially all participants in the TRP and SERP had their benefits frozen before 2009, and in December 2017, we froze all remaining accruing benefits for certain grandfathered SERP participants.
Our principal defined benefit pension plan is TRP. We also sponsor the TEGNA Supplemental Retirement Plan (SERP) for certain employees. Substantially all participants in the TRP and SERP had their benefits frozen before 2009, and in December 2017 we froze all remaining accruing benefits for certain grandfathered SERP participants.
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, therefore 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, facilitating comparisons of results across historical periods and focus on the underlying ongoing operating performance of our business.
Under these agreements, the television networks produce and distribute programming to us in exchange for our stations’ commitments to air the programming at specified times and to pay the networks monetary compensation and other consideration, such as commercial announcement time during the programming. The network affiliation agreements have multi-year terms.
Under these agreements, the television networks produce and distribute programming to us in exchange for our stations’ commitments to air the programming at specified times and to pay the networks monetary compensation and provide other consideration, such as commercial announcement time during the programming. The network affiliation agreements have multi-year terms.
Future events, such as changes in tax laws, tax regulations, or interpretations of such laws or regulations, could have an impact on the provision for income tax and the effective tax rate. Any such changes could significantly affect the amounts reported in the consolidated financial statements in the year these changes occur. 47
Future events, such as changes in tax laws, tax regulations, or interpretations of such laws or regulations, could have an impact on the provision for income tax and the effective tax rate. Any such changes could significantly affect the amounts reported in the consolidated financial statements in the year these changes occur.
The leverage ratio is calculated using annualized adjusted EBITDA (as defined in the agreement) for the trailing eight quarters. We believe that we will remain compliant with all covenants for the foreseeable future.
The leverage ratio is calculated using annualized adjusted EBITDA (as defined in the Credit Agreement) for the trailing eight quarters. We believe that we will remain compliant with all covenants for the foreseeable future.
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; • 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.
Among other things, the amendment amended 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.
No impairment charges were recorded as a result of this analysis. 45 We performed the optional qualitative assessment for all of our other FCC licenses, which represented an aggregate carrying value of $1.73 billion. In performing the qualitative impairment analysis, we analyzed trends in the significant inputs used in the fair value determination of the FCC license assets.
No impairment charges were recorded as a result of this analysis. 38 We performed the optional qualitative assessment for all of our other FCC licenses, which represented an aggregate carrying value of $1.73 billion. In performing the qualitative impairment analysis, we analyzed trends in the significant inputs used in the fair value determination of the FCC license assets.
A 100 basis point increase in our discount rate or a 10% decline in market revenues (holding all other assumptions in the fair value model constant) would result in an aggregate impairment charge of approximately $6.0 million or less. Pension Liabilities: Certain employees participate in qualified and non-qualified defined benefit pension plans (see Note 6 to consolidated financial statements).
A 100 basis point increase in our discount rate or a 10% decline in market revenues (holding all other assumptions in the fair value model constant) would result in an aggregate impairment charge of approximately $7.4 million or less. Pension Liabilities: Certain employees participate in qualified and non-qualified defined benefit pension plans (see Note 6 to consolidated financial statements).
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” for further discussion.
Our financial and operating performance, as well as our ability to generate sufficient cash flow to maintain compliance with Credit Agreement covenants, are subject to certain risk factors; see Item 1A. “Risk Factors” for further discussion.
Significant judgment is required in determining our annual tax expense and in evaluating our tax positions. 46 Tax law requires certain items to be included in our tax returns at different times than when the items are reflected in the financial statements.
Significant judgment is required in determining our annual tax expense and in evaluating our tax positions. 39 Tax law requires certain items to be included in our tax returns at different times than when the items are reflected in the financial statements.
We discuss in this Form 10-K non-GAAP financial performance measures that exclude from our reported GAAP results the impact of “special items” which are described in detail below in the section titled “Discussion of special charges and credits affecting reporting results”. We believe that such expenses and gains are not indicative of normal, ongoing operations.
We discuss in this Form 10-K non-GAAP financial performance measures that exclude from our reported GAAP results the impact of “special items” which are described in detail below in the section titled “Discussion of Special Charges and Credits Affecting Reported Results.” We believe that such expenses and gains are not indicative of normal, ongoing operations.
We expect our existing cash and cash equivalents, cash flow from our operations and borrowing capacity under the revolving credit facility will be sufficient to satisfy our debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months and beyond. Interest payments on the senior notes are based on the stated cash coupon rate.
We expect our existing cash and cash equivalents, cash flow from our operations and borrowing capacity under the Credit Agreement will be sufficient to satisfy our debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months and beyond. Interest payments on the senior notes are based on the stated cash coupon rate.
FINANCIAL POSITION Liquidity and capital resources Our operations have historically generated strong positive operating cash flow which, along with availability under our revolving credit facility and cash and cash equivalents on hand, have been sufficient to fund our capital expenditures, interest payments, dividends, share repurchases, investments in strategic initiatives and other operating requirements.
FINANCIAL POSITION Liquidity and capital resources Our operations generate strong positive operating cash flow which, along with availability under our revolving credit facility and cash and cash equivalents on hand, have been sufficient to fund our capital expenditures, interest payments, dividends, share repurchases, investments in strategic initiatives and other operating requirements.
Changes in key fair value assumptions used in our analysis could result in future non-cash impairment charges, and any related impairment could have a material adverse impact on our results of operations. Changes in key fair value assumptions that could result in a future impairment charge include increases in disco unt rates and declines in market revenues.
Changes in key fair value assumptions used in our analysis could result in future non-cash impairment charges, and any related impairment could have a material adverse impact on our results of operations. Changes in key fair value assumptions that could result in a future impairment charge include increases in discount rates and declines in market revenues.
The qualitative assessment considers trends in macroeconomic conditions, industry and market conditions, cost factors and overall financial performance of the indefinite lived asset. In 2023, we elected to perform the quantitative assessment for certain FCC licenses which have experienced limited headroom in recent years. The aggregate carrying value of such licenses is $395.9 million.
The qualitative assessment considers trends in macroeconomic conditions, industry and market conditions, cost factors and overall financial performance of the indefinite lived asset. In 2024, we elected to perform the quantitative assessment for certain FCC licenses that have experienced limited headroom in recent years. The aggregate carrying value of such licenses is $395.9 million.
The effects of actual results differing from this assumption is initially accumulated as unamortized gains and losses and later amortized to expense on the Consolidated Statements of Income. For the December 31, 2023 measurement, the assumption used for the discount rate was 5.20% for our TRP and SERP plans.
The effects of actual results differing from this assumption is initially accumulated as unamortized gains and losses and later amortized to expense on the Consolidated Statements of Income. For the December 31, 2024 measurement, the assumption used for the discount rate was 5.60% for our TRP and SERP plans.
The primary sources of our revenues are: 1) subscription revenues, reflecting fees paid by satellite, cable, OTT 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 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.
The primary sources of our revenues are: 1) subscription revenues, reflecting fees paid by satellite, cable, and streaming apps (services 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 stations’ websites, tablet and mobile products and streaming 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.
For a comparative discussion of changes in our cash flow comparing the years ended December 31, 2022 and December 31, 2021, see “Part II, Item 7. Financial Position” of our annual report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 27, 2023.
For a comparative discussion of changes in our cash flow comparing the years ended December 31, 2023 and December 31, 2022, see “Part II, Item 7. Financial Position” of our annual report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024.
As an indication of the sensitivity of pension expense to the long-ter m rate of return assumption, a plus or minus 50 basis points change in the expected rate of return on pension assets (with all other assumptions held constant) would have decreased or increased estimated pension plan expense for 2023 by approximately $1.8 million.
As an indication of the sensitivity of pension expense to the long-term rate of return assumption, a plus or minus 50 basis points change in the expected rate of return on pension assets (with all other assumptions held constant) would have decreased or increased estimated pension plan expense for 2024 by approximately $1.8 million.
As an indication of the sensitivity of pension liabilities to the discount rate assumption, a plus or minus 50 basis points change in the discount rate as of the end of 2023 (with all other assumptions held constant) would have decreased or increased plan obligations by approximately $18.4 million.
As an indication of the sensitivity of pension liabilities to the discount rate assumption, a plus or minus 50 basis points change in the discount rate as of the end of 2024 (with all other assumptions held constant) would have decreased or increased plan obligations by approximately $15.1 million.
For 2023, the discount rate used to determine the pension expense was 5.50%. A 50 basis points increase or decrease in this discount rate would have decreased or increased total pension plan expense for 2023 by approximately $0.4 million.
For 2024, the discount rate used to determine the pension expense was 5.20%. A 50 basis points increase or decrease in this discount rate would have decreased or increased total pension plan expense for 2024 by approximately $0.3 million.
We discuss Adjusted EBITDA (with and without stock-based compensation expenses), a non-GAAP financial performance measure that we believe offers a useful view of the overall operation of our businesses.
We also discuss Adjusted EBITDA (with and without stock-based compensation expense), a non-GAAP financial performance measure that we believe offers a useful view of the overall operation of its businesses.
The latter two factors involve the exercise of significant judgment. As of December 31, 2023, deferred tax asset valuation allowances totaled $25.0 million, primarily related to federal and state interest disallowance carryforwards, minority investments, state net operating loss carryforwards, accrued compensation costs, and state capital loss carryforwards.
The latter two factors involve the exercise of significant judgment. As of December 31, 2024, deferred tax asset valuation allowances totaled $23.8 million, primarily related to federal and state interest disallowance carryforwards, minority investments, accrued compensation costs, and state net operating loss carryforwards.
As of December 31, 2023, we had total programming commitments of $3.43 billion, of which $915.5 million will be settled within the next twelve months. See Note 11 to the consolidated financial statements for further details regarding programming commitments. We also secure our on-air talent and other key personnel at our television stations through multi-year talent and employment agreements.
As of December 31, 2024, we had total programming commitments of $2.53 billion, of which $911.4 million will be settled within the next twelve months. See Note 11 to the consolidated financial statements for further details regarding programming commitments. We also secure our on-air talent and other key personnel at our television stations through multi-year talent and employment agreements.
As such, we concluded it was more likely than not that the fair value of these indefinite lived FCC broadcast licenses was more than their carrying amounts and therefore, we did not perform a quantitative test on these licenses in 2023.
As such, we concluded it was more likely than not that the fair value of each of these indefinite lived FCC broadcast licenses was more than its carrying amount and we therefore did not perform a quantitative test on these licenses in 2024.
We define Adjusted EBITDA as net income attributable to TEGNA before (1) net (loss) income attributable to redeemable noncontrolling interest, (2) income taxes, (3) interest expense, (4) interest income, (5) equity loss in unconsolidated investments, net, (6) other non-operating items, net, (7) the Merger termination fee, (8) M&A-related costs, (9) advisory fees related to activism defense, (10) asset impairment and other, (11) employee retention costs, (12) depreciation and (13) amortization of intangible assets.
We define 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) employee retention costs, (8) workforce restructuring costs, (9) asset impairment and other, (10) the Merger termination fee, (11) earnout adjustments, (12) depreciation and (13) amortization of intangible assets.
Goodwill is tested for impairment on an annual basis (first day of our fourth quarter) or between annual tests if events or changes in circumstances occurred that indicate the fair value of a reporting unit may be below its carrying amount.
We have determined that our one operating segment, Media, consists of a single reporting unit. Goodwill is tested for impairment on an annual basis (first day of our fourth quarter) or between annual tests if events or changes in circumstances occurred that indicate the fair value of a reporting unit may be below its carrying amount.
Changes in the expected long-term return on plan assets would increase or decrease pension plan expense. For 2023, we assumed a rate of 5.75% for our long-term expected return on pension assets used for our TRP plan.
Changes in the expected long-term return on plan assets would increase or decrease pension plan expense. For 2024, we assumed a rate of 6.0% for our long-term expected return on pension assets used for our TRP plan.
We expect our contracts for talent and other key personnel will be renewed or replaced with similar agreements upon their expiration. As of December 31, 2023, amounts due under these contracts were approximately $241.7 million, of which approximately $143.5 million will be paid within the next twelve months.
We expect our contracts for talent and other key personnel will be renewed or replaced with similar agreements upon their expiration. As of December 31, 2024, amounts due under these contracts were approximately $227.3 million, of which approximately $136.1 million will be paid within the next twelve months.
The effective tax rate on pre-tax income was 21.5%. The 2023 effective tax rate decreased compared to 24.3% in 2022 primarily due to 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 effective tax rate on pre-tax income was 22.5%. The 2024 effective tax rate increased compared to 21.5% 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.
Further information concerning income tax matters is contained in Note 4 of the consolidated financial statements.
Further information concerning income tax matters is contained in Note 4 of the consolidated financial statements. Net income attributable to TEGNA Inc.
As of December 31, 2023, we were in compliance with all covenants contained in our debt agreements and credit facility and our leverage ratio, calculated in accordance with our revolving credit agreement, w as 2.81x, w ell below the permitted leverage ratio of less than 4.50x.
As of December 31, 2024, we were in compliance with all covenants contained in our debt agreements and Credit Agreement and our leverage ratio, calculated in accordance with our Credit Agreement, was 2.77x, well below the permitted leverage ratio of less than 4.50x.
As of December 31, 2023, we had future interest payments on our senior notes of $683.8 million, of which $160.3 million will be paid within the next twelve months. 43 The following schedule discloses future annual maturities of the principal amount of total debt due (in thousands): Repayment schedule of principal long-term debt as of Dec. 31, 2023 2024 $ — 2025 — 2026 550,000 2027 440,000 2028 1,000,000 Thereafter 1,100,000 Total $ 3,090,000 Off-Balance Sheet Arrangements Off-balance sheet arrangements as defined by the Securities and Exchange Commission include the following four categories: obligations under certain guarantee contracts; retained or contingent interests in assets transferred to an unconsolidated entity or similar arrangements that serve as credit, liquidity or market risk support; obligations under certain derivative arrangements classified as equity; and obligations under material variable interests.
The following schedule discloses future annual maturities of the principal amount of total debt due (in thousands): Repayment schedule of principal long-term debt as of Dec. 31, 2024 Annual Maturities 2025 $ — 2026 550,000 2027 440,000 2028 1,000,000 2029 1,100,000 Thereafter — Total $ 3,090,000 37 Off-Balance Sheet Arrangements Off-balance sheet arrangements as defined by the Securities and Exchange Commission include the following four categories: obligations under certain guarantee contracts; retained or contingent interests in assets transferred to an unconsolidated entity or similar arrangements that serve as credit, liquidity or market risk support; obligations under certain derivative arrangements classified as equity; and obligations under material variable interests.
In addition, programming rights include acquired syndicated programming (television series and movies that are purchased on a group basis for use by our owned stations). These contracts typically cover a period of up to five years, with payments typically made over several years.
In addition, programming rights include acquired syndicated programming (television series and movies that are purchased on a group basis for use by our owned stations) and the rights to carry certain professional sporting events. These contracts cover a period of up to five years.
The weighted average number of diluted common shares outstanding for the year ended 2023 and 2022 were 207.9 million and 224.5 million.
The weighted average number of diluted common shares outstanding for the year ended 2024 and 2023 were 169.2 million and 207.9 million, respectively.
Under the terms of the Merger Agreement, Parent was required to pay us a $136.0 million fee as a result of this termination. In lieu of cash payment for the termination fee, we agreed to accept from Parent 8.6 million shares of the Company’s common stock, which Parent transferred to the Company on June 1, 2023.
As a result of the termination of the Merger Agreement, Parent was required to pay us a $136.0 million termination fee. In lieu of cash payment for the termination fee, we agreed to accept 8.6 million shares of TEGNA common stock.
We paid dividends totaling $83.5 million in 2023 and $84.8 million in 2022. In the second quarter of 2023 we announced a 20% increase to our quarterly dividend from 9.5 to 11.375 cents per share.
We paid dividends totaling $81.4 million in 2024 and $83.5 million in 2023. In the first quarter of 2024 we announced a 10% increase to our quarterly dividend from 11.375 to 12.5 cents per share.
Before performing the annual goodwill impairment test quantitatively, we first have the option to perform a qualitative assessment to determine if the quantitative test must be completed. The qualitative assessment considers events and circumstances such as macroeconomic conditions, industry and market conditions, cost factors and overall financial performance, as well as company and specific reporting unit specifications.
When conducting the annual goodwill impairment test, we have the option to perform either a qualitative or quantitative assessment. In 2024, we elected to perform the qualitative assessment, which considers events and circumstances such as macroeconomic conditions, industry and market conditions, cost factors and overall financial performance, as well as company and specific reporting unit specifications.
Seasonality : Our revenues and operating results are subject to seasonal fluctuations. Generally, our second and fourth quarter operating results are stronger than those of 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.
Seasonality : Our revenues and operating results are subject to seasonal fluctuations, with our second and fourth quarter operating results generally being stronger than those of the first and third quarters, driven by the increases in spring seasonal advertising in second quarter and in advertising for the holiday season in the fourth quarter.
Long-term debt As of December 31, 2023, $3.09 billion, 100%, of our debt, had a fixed interest rate. See “Note 5 Long-term debt” to our consolidated financial statements for a table summarizing the components of our long-term debt.
Long-term debt As of December 31, 2024, $3.09 billion, representing 100% of our debt, had a fixed interest rate. See “Note 5 Long-term debt” to our consolidated financial statements for a table summarizing the components of our long-term debt. On January 25, 2024, we entered into an amendment to our revolving credit facility (the Credit Agreement).
As of December 31, 2023, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources. Capital stock On May 22, 2023, after a protracted regulatory review, we terminated the Merger Agreement in accordance with its terms.
As of December 31, 2024, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.
Interest expense: Interest expense was relatively flat, decreasing by $1.1 million in 2023 as compared to 2022. A further discussion of our borrowing and financing activities is presented in the “Liquidity and capital resources” section of this report beginning on page 40 and in Note 5 to the consolidated financial statements.
A further discussion of our borrowing and financing activities is presented in the “Liquidity and capital resources” section of this report beginning on page 34 and in Note 5 to the consolidated financial statements.
Management and our Board of Directors use the 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.
Management and the Board also use Adjusted EBITDA to evaluate our 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 FCC broadcast licenses are recorded at their estimated fair value as of the date of the business acquisition. We determine the fair value of each FCC broadcast license using an income approach referred to as the Greenfield method.
As of December 31, 2024, indefinite lived intangible assets were $2.12 billion and represented approximately 29% of our total assets. The FCC broadcast licenses are recorded at their estimated fair value as of the date of the business acquisition. We determine the fair value of each FCC broadcast license using an income approach referred to as the Greenfield method.
Like Adjusted EBITDA, free cash flow is not intended to be a measure of cash flow available for management’s discretionary use. 36 Discussion of special charges and credits affecting reported results: Our results during 2023 and 2022 included the following items we consider “special items” that while at times recurring, can vary significantly from period to period: Results for the year ended December 31, 2023: • M&A-related costs; • 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 Merger Agreement; • Merger termination fee; • Asset impairment and other consisting of certain programming asset impairments; • Other non-operating item consisting of a gain recognized on the partial sale of one of our equity investments; and • Tax benefits associated with previously disallowed transaction costs and the release of a valuation allowance on a deferred tax asset related to an equity method investment.
Results for the year ended December 31, 2023: • M&A-related costs; • Retention costs, including stock-based compensation (SBC) and cash payments to certain employees to ensure their continued service to the Company; • Merger termination fee; 32 • Asset impairment and other consisting of certain programming asset impairments; • Other non-operating item consisting of a gain recognized on the partial sale of one of our equity investments; and • Tax benefits associated with previously disallowed transaction costs and the release of a valuation allowance on a deferred tax asset related to an equity method investment.
As part of this framework, the Company expects to return between 40 and 60 percent of its free cash flow generated in 2024-2025 to shareholders in the form of share repurchases and dividends, with the remaining free cash flow expected to be used for organic investments and/or bolt-on acquisitions and preparing for future debt retirement.
In February 2024, our Board of Directors approved a comprehensive capital allocation framework to support shareholder value creation that included distribution of free cash flow to shareholders, comprising between 40 and 60 percent of our free cash flow generated in 2024-2025 to shareholders in the form of share repurchases and dividends, with the remaining free cash flow expected to be used for organic investments and/or bolt-on acquisitions and preparing for future debt retirement.
The year-to-year comparison of financial results is not necessarily indicative of future results. In addition, see the section on page 36 titled ‘Operating results 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 (driven by even-year election cycles).
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 on page 32 titled ‘Operating results non-GAAP information’ for additional tables presenting information which supplements our financial information provided on a GAAP basis.
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 and Quest.
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 are one of the nation’s largest producers of local news producing more than 1,700 hours of news per week.
On May 22, 2023, after a protracted regulatory review, we terminated the Merger Agreement in accordance with its terms. Under the terms of the Merger Agreement, Parent was required to pay us a $136.0 million fee as a result of this termination.
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 in 2023 as a result of this termination which was satisfied in TEGNA common stock and recorded as a reduction in operating expense in 2023.
The decrease is due to certain assets reaching the end of their assumed useful lives and therefore becoming fully amortized. Asset impairment and other 2023 vs. 2022 We had other expense of $3.4 million in 2023 compared to gains of $0.3 million in 2022. The 2023 activity was due to a $3.4 million impairment charge recognized on certain programming assets.
The increase was primarily due to the amortization of intangible assets acquired in the Octillion Media acquisition, 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 We had other expense of $1.1 million in 2024 compared to $3.4 million in 2023.
Actual results could differ significantly from those estimates. We believe the following discussion addresses our most critical accounting policies, which are those that are material to the presentation of our financial condition and results of operations and require management’s most subjective and complex judgments.
We believe the following discussion addresses our most critical accounting policies, which are those that are material to the presentation of our financial condition and results of operations and require management’s most subjective and complex judgments. This commentary should be read in conjunction with our consolidated financial statements and the remainder of this Form 10-K.
Our Board of Directors will analyze all uses of capital, including regularly evaluating the dividend rate, with a goal of maximizing long-term shareholder value creation. Contractual obligations An important use of our liquidity pertains to purchasing programming rights. Most of our stations have network affiliation agreements with major broadcast networks (ABC, CBS, Fox, and NBC).
Contractual obligations An important use of our liquidity pertains to purchasing programming rights. Most of our stations have network affiliation agreements with major broadcast networks (ABC, CBS, Fox, and NBC).
Goodwill represents the excess of acquisition cost over the fair value of assets acquired, including identifiable intangible assets, net of liabilities assumed. Goodwill is tested for impairment at a level referred to as the reporting unit. A reporting unit is a business for which discrete financial information is available and segment management regularly reviews the operating results.
Goodwill: As of December 31, 2024, our goodwill balance was $3.02 billion and represented approximately 41% of our total assets. Goodwill represents the excess of acquisition cost over the fair value of assets acquired, including identifiable intangible assets, net of liabilities assumed. Goodwill is tested for impairment at a level referred to as the reporting unit.
Other material contractual obligations include our operating leases (see Note 7 to the consolidated financial statements for further details) as well as our long-term debt and interest payments (see ‘Long-term debt’ section below, as well as Note 5 to the consolidated financial statements for further details). 41 Cash Flows The following table provides a summary of our cash flow information for the three years ended December 31, 2023 followed by a discussion of the key elements of our cash flows (in thousands): 2023 2022 2021 Cash and cash equivalents at beginning of year $ 551,681 $ 56,989 $ 40,968 Operating activities: Net income 476,347 631,198 478,197 Depreciation, amortization and other non-cash adjustments 158,225 180,779 204,461 Merger termination fee (136,000) — — Pension expense (contributions), net of contributions (expense) 5,559 (3,487) (19,139) Decrease (increase) in accounts receivable 34,726 (15,365) (88,687) (Decrease) increase in interest and taxes payable (14,977) 15,330 (53,303) Increase in accounts payable 38,739 3,216 14,947 All other operating activities 24,630 480 (34,864) Net cash flow from operating activities 587,249 812,151 501,612 Investing activities: Purchase of property and equipment (54,694) (51,333) (63,076) Payments for acquisitions of businesses and other assets (1,150) — (13,335) All other investing activities 27,855 101 7,155 Net cash flow used for investing activities (27,989) (51,232) (69,256) Financing activities: Payment of borrowings under revolving credit facility, net — (166,000) (189,000) Repurchase of Common Stock (652,914) — — Debt repayments — — (137,000) Dividends paid (83,534) (84,756) (78,465) All other financing activities (13,457) (15,471) (11,870) Net cash flow used for financing activities (749,905) (266,227) (416,335) Net change in cash and cash equivalents (190,645) 494,692 16,021 Cash and cash equivalents at end of year $ 361,036 $ 551,681 $ 56,989 Operating Activities Cash flow from operating activities was $587.2 million in 2023, compared to $812.2 million in 2022, a decrease of $225.0 million.
(See ‘Long-term debt’ section below, as well as Note 5 to the consolidated financial statements for further details). 35 Cash Flows The following table provides a summary of our cash flow information for the three years ended December 31, 2024 followed by a discussion of the key elements of our cash flows (in thousands): 2024 2023 2022 Cash and cash equivalents at beginning of the period $ 361,036 $ 551,681 $ 56,989 Operating activities: Net income 599,043 476,347 631,198 Gain on investment sales (153,626 ) (25,809 ) (18,308 ) Depreciation, amortization and other non-cash adjustments 174,101 184,034 199,087 Merger termination fee — (136,000 ) — Pension expense, net of employer contributions 9,514 5,559 (3,487 ) Decrease (increase) in trade receivables 22,071 34,726 (15,365 ) (Decrease) increase in accounts payable (27,613 ) 38,739 3,216 Increase (decrease) in interest and taxes payable 43,550 (14,977 ) 15,330 All other operating activities 17,927 24,630 480 Net cash flow from operating activities 684,967 587,249 812,151 Investing activities: Purchase of property and equipment (52,440 ) (54,694 ) (51,333 ) Payments for acquisitions of businesses and assets, net of cash acquired (54,249 ) (1,150 ) — Proceeds from investments 158,976 28,105 4,997 All other investing activities (20,518 ) (250 ) (4,896 ) Net cash flow provided by (used for) investing activities 31,769 (27,989 ) (51,232 ) Financing activities: Repurchase of common stock (274,827 ) (652,914 ) — Payments under revolving credit facilities, net — — (166,000 ) Dividends paid (81,364 ) (83,534 ) (84,756 ) Payments for tax withholding related to vested stock-based compensation awards and share repurchase excise tax (17,252 ) (13,457 ) (15,471 ) All other financing activities (11,115 ) — — Net cash flow used for financing activities (384,558 ) (749,905 ) (266,227 ) Net change in cash and cash equivalents 332,178 (190,645 ) 494,692 Cash and cash equivalents at end of the period $ 693,214 $ 361,036 $ 551,681 Operating Activities Cash flow from operating activities was $685.0 million in 2024, compared to $587.2 million in 2023, an increase of $97.8 million.
(GAAP basis) $ 476,724 (24%) $ 630,469 (Less) Plus: Net (loss) income attributable to redeemable noncontrolling interest (377) *** 729 Less: Interest income (29,292) *** (6,922) Less: Other non-operating items, net (17,490) 21% (14,509) Plus: Provision for income taxes 130,199 (36%) 202,370 Plus: Interest expense 172,904 (1%) 174,022 Plus: Equity loss in unconsolidated investments, net 877 (80%) 4,473 Operating income (GAAP basis) $ 733,545 (26%) $ 990,632 Plus: M&A-related costs 19,848 (3%) 20,517 Plus: Retention costs - Employee awards stock-based compensation 3,904 *** — Plus: Retention costs - Cash 4,448 *** — Plus (Less): Asset impairment and other 3,359 *** (323) Less: Merger termination fee (136,000) *** — Adjusted operating income (non-GAAP basis) $ 629,104 (38%) $ 1,010,826 Plus: Depreciation 59,769 (2%) 61,195 Plus: Amortization of intangible assets 53,467 (11%) 59,882 Adjusted EBITDA $ 742,340 (34%) $ 1,131,903 Stock-based compensation: Employee awards 20,593 (32%) 30,481 Company stock 401(k) match contributions 18,629 —% 18,661 Adjusted EBITDA before stock-based compensation costs $ 781,562 (34%) $ 1,181,045 *** Not meaningful Adjusted EBITDA margin was 26% with stock-based compensation expenses and 27% without those expenses.
(GAAP basis) $ 599,818 26% $ 476,724 Less: Net loss attributable to redeemable noncontrolling interest (775 ) *** (377 ) Less: Interest income (26,991 ) (8%) (29,292 ) Less: Other non-operating items, net (130,450 ) *** (16,613 ) Plus: Provision for income taxes 173,944 34% 130,199 Plus: Interest expense 169,238 (2%) 172,904 Operating income (GAAP basis) $ 784,784 7% $ 733,545 Less: Merger termination fee — *** (136,000 ) Less: Octillion Earnout adjustments (3,453 ) *** — Plus: M&A-related costs 2,290 (88%) 19,848 Plus: Retention costs - Employee awards stock-based compensation 9,955 *** 3,904 Plus: Retention costs - Cash 4,333 (3%) 4,448 Plus: Workforce restructuring 18,931 *** — Plus: Asset impairment and other 1,097 (67%) 3,359 Adjusted operating income (non-GAAP basis) $ 817,937 30% $ 629,104 Plus: Depreciation 59,935 0% 59,769 Plus: Amortization of intangible assets 53,600 0% 53,467 Adjusted EBITDA $ 931,472 25% $ 742,340 Stock-based compensation: Employee awards 28,579 39% 20,593 Company stock 401(k) match contributions 18,702 0% 18,629 Adjusted EBITDA before stock-based compensation costs $ 978,753 25% $ 781,562 *** Not meaningful Adjusted EBITDA margin was 30% with stock-based compensation expenses and 32% without those expenses.
For a comparative discussion of our results of operations for the years ended December 31, 2022 and December 31, 2021, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our annual report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 27, 2023.
For a comparative discussion of our results of operations for the years ended December 31, 2023 and December 31, 2022, see “Part II, Item 7.
Our common stock outstanding as of December 31, 2023, totaled 179,916,294 shares, compared to 223,448,206 shares as of December 31, 2022. 44 Critical accounting policies and estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes.
Critical accounting policies and estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ significantly from those estimates.
The level at which we test goodwill for impairment requires us to determine whether the operations below the operating segment level constitute a reporting unit. We have determined that our one operating segment, Media, consists of a single reporting unit.
A reporting unit is a business for which discrete financial information is available and segment management regularly reviews the operating results. The level at which we test goodwill for impairment requires us to determine whether the operations below the operating segment level constitute a reporting unit.
We cannot predict the likelihood, amount or timing of any future goodwill impairment charge. Indefinite Lived Intangibles: This category consists entirely of FCC broadcast licenses related to our acquisitions of television stations. As of December 31, 2023, indefinite lived intangible assets were $2.12 billion and represented approximately 30% of our total assets.
If the assumptions in our assessment were to experience a significant and sustained deterioration, it is possible that an impairment charge may be recognized in the future. We cannot predict the likelihood, amount or timing of any future goodwill impairment charge. Indefinite Lived Intangibles: This category consists entirely of FCC broadcast licenses related to our acquisitions of television stations.
We paid the previously declared regular quarterly dividend of 9.5 cents per share on July 3, 2023, to stockholders of record as of the close of business on June 9, 2023, and paid the increased dividend of 11.375 cents per share on October 2, 2023 to stockholders of record as of the close of business on September 8, 2023. 40 As a result of the termination of the Merger Agreement, Parent was required to pay us a $136.0 million termination fee.
We paid the previously declared regular quarterly dividend of 11.375 cents per share on April 1, 2024, to stockholders of record as of the close of business on March 8, 2024, and paid the increased dividend of 12.5 cents per share on July 1, 2024 to stockholders of record as of the close of business on June 7, 2024.
The decline in the number of diluted common shares outstanding was primarily due to share repurchase activity discussed above. 35 Operating results 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.
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 18.6 million that occurred in 2024 under our authorized repurchase program. 31 Operating results 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.
Other non-operating items, net: Other non-operating items increased $3.0 million from a net gain of $14.5 million in 2022 to a net gain of $17.5 million in 2023. The increase was primarily due to a $25.8 million gain recognized on the sale of a portion of our MadHive investment in the third quarter of 2023.
Interest income: Interest income was $27.0 million in 2024, a decrease of $2.3 million as compared to 2023, primarily due to a lower average investable cash balance. Other non-operating items, net: Other non-operating items, net, increased $113.8 million, primarily from a gain of $152.9 million recognized on the sale of our investment in Broadcast Music, Inc. in 2024.
A consolidated summary of our results is presented below (in thousands, except per share amounts): 2023 2022 Change from 2022 2021 Change from 2021 Revenues: $ 2,910,930 $ 3,279,245 (11%) $ 2,991,093 (3%) Operating expenses: Cost of revenues 1,718,857 1,693,221 2% 1,598,759 8% Business units - Selling, general and administrative expenses 412,000 414,530 (1%) 396,446 4% Corporate - General and administrative expenses 65,933 60,108 10% 68,127 (3%) Depreciation 59,769 61,195 (2%) 64,841 (8%) Amortization of intangible assets 53,467 59,882 (11%) 63,011 (15%) Asset impairment and other 3,359 (323) *** (2,307) *** Merger termination fee (136,000) — *** — *** Total 2,177,385 2,288,613 (5%) 2,188,877 (1%) Operating income 733,545 990,632 (26%) 802,216 (9%) Non-operating income (expense): Equity loss in unconsolidated investments, net (877) (4,473) (80%) (9,713) (91%) Interest expense (172,904) (174,022) (1%) (185,650) (7%) Interest income 29,292 6,922 *** 2 *** Other non-operating items, net 17,490 14,509 21% 6,823 *** Total (126,999) (157,064) (19%) (188,538) (33%) Income before income taxes 606,546 833,568 (27%) 613,678 (1%) Provision for income taxes 130,199 202,370 (36%) 135,481 (4%) Net Income 476,347 631,198 (25%) 478,197 —% Earnings per share-basic 2.29 2.82 (19%) 2.15 7% Earnings per share-diluted $ 2.28 $ 2.81 (19%) $ 2.14 7% *** Not meaningful 31 Revenues Our Subscription revenue category includes revenue earned from cable, satellite and telecommunication providers for the right to carry our signals and from OTT streaming services for the distribution of TEGNA stations on their streaming platform.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our annual report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024. 28 A consolidated summary of our results is presented below (in thousands, except per share amounts): Year ended Dec. 31, 2024 2023 Change Revenues: $ 3,101,971 $ 2,910,930 7% Operating expenses: Cost of revenues 1,756,115 1,718,857 2% Business units - Selling, general and administrative expenses 394,589 412,000 (4%) Corporate - General and administrative expenses 51,851 65,933 (21%) Depreciation 59,935 59,769 0% Amortization of intangible assets 53,600 53,467 0% Asset impairment and other 1,097 3,359 (67%) Merger termination fees — (136,000 ) *** Total $ 2,317,187 $ 2,177,385 6% Operating income $ 784,784 $ 733,545 7% Non-operating (expense) income: Interest expense $ (169,238 ) $ (172,904 ) (2%) Interest income 26,991 29,292 (8%) Other non-operating items, net 130,450 16,613 *** Total (11,797 ) (126,999 ) (91%) Income before income taxes 772,987 606,546 27% Provision for income taxes 173,944 130,199 34% Net income 599,043 476,347 26% Net loss attributable to redeemable noncontrolling interest 775 377 *** Net income attributable to TEGNA Inc. $ 599,818 $ 476,724 26% Net Income per share - basic $ 3.55 $ 2.29 55% Net Income per share - diluted $ 3.53 $ 2.28 55% *** Not meaningful Revenues Our Subscription revenue category includes revenue earned from MVPDs and vMVPDs for the right to carry our signals and the distribution of TEGNA stations on their services.
This decrease was primarily driven by the decline in political and AMS revenues of $295.3 million and $73.5 million, respectively, and a $43.1 million increase in programming costs, partially offset by the $136.0 million Merger termination fee received in the second quarter of 2023. 2023 vs. 2021 Operating income decreased $68.7 million in 2023.
Operating income Operating income increased $51.2 million in 2024 compared to 2023, primarily driven by an increase in political revenue of $327.4 million. This net increase was partially offset by the absence of the $136.0 million Merger termination fee, a $71.8 million decrease in subscription revenue and a $63.3 million decline in AMS revenue.
If after performing this assessment, we conclude it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we are required to perform the quantitative test. Otherwise, the quantitative test is not required.
After performing this analysis, we determined that it was not more likely than not that the carrying value of our reporting unit exceeds its fair value and therefore we did not perform a quantitative analysis. Impairment assessment inherently involves management judgments regarding the assumptions described above.
The following table summarizes the year-over-year changes in our revenue categories (in thousands): 2023 2022 Change from 2022 2021 Change from 2021 Subscription $ 1,527,563 $ 1,530,402 *** $ 1,466,433 4% Advertising & Marketing Services 1,289,903 1,363,417 (5%) 1,428,082 (10%) Political 45,800 341,110 (87%) 60,573 (24%) Other 47,664 44,316 8% 36,005 32% Total revenues $ 2,910,930 $ 3,279,245 (11%) $ 2,991,093 (3%) *** Not meaningful 2023 vs. 2022 Total revenues decreased $368.3 million in 2023.
The following table summarizes the year-over-year changes in our revenue categories (in thousands): Year ended Dec. 31, 2024 2023 Change Subscription $ 1,455,811 $ 1,527,563 (5%) Advertising & Marketing Services 1,226,638 1,289,903 (5%) Political 373,229 45,800 *** Other 46,293 47,664 (3%) Total revenues $ 3,101,971 $ 2,910,930 7% *** Not meaningful Total revenues increased $191.0 million in 2024.
See the “Capital stock” section for additional information related to the above share repurchase actions. During 2023, we deployed surplus cash in time deposit and money market investments with several financial institutions. As of December 31, 2023, our cash and cash equivalents totaled $361.0 million.
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. 34 During 2024, we deployed surplus cash in time deposit and money market investments with several financial institutions. As of December 31, 2024, our cash and cash equivalents totaled $693.2 million.
The increase of $483.7 million was primarily due to the repurchase of our common stock. In 2023, we spent $625.0 million for two accelerated share repurchase programs, under which we received 35.5 million shares. The second ASR program was completed in February 2024, at which time we received an additional 4.0 million shares under this program.
The decline was primarily attributable to the reduction in share repurchase activity. In 2023, we spent $625.0 million for two accelerated share repurchase (ASR) programs, resulting in the repurchase of 39.5 million shares. No ASR programs were launched in 2024.
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.
Under the amended Credit Agreement, the Company’s maximum Total Leverage Ratio (as defined in the Credit Agreement) remained unchanged at 4.50x. Any amounts borrowed under the Credit Agreement in the future are subject to a variable rate.
This category primarily consists of corporate management and support functions including Legal, Human Resources, and Finance, as well as activities and costs not directly attributable to the operations of our media business (e.g., advisory fees related to M&A). 2023 vs. 2022 Corporate general and administrative expenses increased $5.8 million in 2023.
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 $14.1 million in 2024.
Each television station also has a robust digital presence across online, mobile 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.
Each television station 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. Our combined local and national sales forces capitalize on the reach provided by these offerings to provide our advertising customers with an extensive customer base.
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.
We have been consistently honored with the industry’s top awards, including Edward R. Murrow, George Polk, Alfred I. DuPont and Emmy Awards. We deliver results for advertisers across television, digital, connected TV (CTV) and streaming app and CTV platforms, including Premion, our streaming app advertising network. We have one operating and reportable segment.
The decrease in operating cash flow was primarily driven by a $368.3 million decrease in revenue and an increase in programming expense of $43.1 million.
The increase in operating cash flow in 2024 was primarily driven by a $191.0 million increase in revenue, primarily due to a $327.4 million increase in political revenue, offset by declines in subscription and AMS revenues of $71.8 million and $63.3 million, respectively.
The decrease of $23.2 million was primarily driven by an increase of $23.1 million in proceeds from investments, primarily due to the sale of a portion of our investment in MadHive in the third quarter of 2023. 42 Financing Activities Cash flow used for financing activities was $749.9 million in 2023, compared to $266.2 million in 2022.
The $59.8 million increase in net cash flows from investing activities was primarily driven by a $130.9 million increase in proceeds from the sale of investments in 2024, primarily driven by $152.9 million of proceeds from the sale of our BMI investment during the first quarter of 2024.
Partially offsetting this increase was the absence of a $20.8 million gain recognized in 2022 related to the modification of our previously held MadHive debt investment. See Note 11 to the consolidated financial statements for further information. Provision for income taxes 2023 vs. 2022 We reported pre-tax income of $606.5 million for 2023.
Partially offsetting this increase was the absence of the $25.8 million gain on the partial sale of our MadHive investment in 2023 and a $10.3 million settlement charge recognized in 2024 as a result of lump sum payments made to certain TEGNA retirement plan participants. 30 Provision for income taxes We reported pre-tax income of $773.0 million for 2024.
New and developing competition as well as technological change could also adversely affect our stock price and future fair value estimates. If the assumptions in our assessment, primarily our market capitalization, were to experience a significant and sustained deterioration, it is possible that an impairment charge may be recognized in the future.
Fair value of the reporting unit also depends on the future strength of the economy in our principal media markets. New and developing competition as well as technological change could also adversely affect our stock price and future fair value estimates.
Partially offsetting this decline was a $61.1 million increase in subscription revenue mainly due to annual rate increases under existing and newly renegotiated retransmission agreements, partially offset by declines in subscribers. Cost of revenues 2023 vs. 2022 Cost of revenu es increased $25.6 million in 2023 .
The increase was primarily due to a $327.4 million increase in political revenue, reflecting the even-year political cycle. Partially offsetting this increase was a $71.8 million decrease in subscription revenue, due to declines in subscribers. These declines were partially offset by contractual rate increases under our retransmission agreements.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Introduction 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeOn January 25, 2024, the revolving credit facility was amended to, among other things, reduce the Five-Year Commitments (as defined in the Credit Agreement) from $1.51 billion to $750 million and to 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.
Biggest changeAmong other things, the amendment amended 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 0.5 x 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.
Refer to Note 8 to the consolidated financial statements for information regarding the fair value of our long-term debt. We believe that our market risk from financial instruments, such as cash equivalents, accounts receivable, accounts payable and debt, is not material. 48
Refer to Note 8 to the consolidated financial statements for information regarding the fair value of our long-term debt. We believe that our market risk from financial instruments, such as cash equivalents, accounts receivable, accounts payable and debt, is not material. 40 I TEM 8.
We did not have any outstanding borrowings under our $750 million revolving credit facility, as amended in January 2024, as of the amendment date of January 25, 2024. Any amounts borrowed under the revolving credit facility in the future are subject to a variable rate.
As of December 31, 2024, we did not have any floating interest obligations outstanding and had unused borrowing capacity of $738.2 million under our $750 million Credit Agreement, which expires in January 2029. Any amounts borrowed under the Credit Agreement in the future are subject to a variable rate.
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As of December 31, 2023, we did not have any floating interest obligations outstanding and had unused borrowing capacity of $1.49 billion under our $1.51 billion revolving credit facility, which was subsequently amended following December 31, 2023.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Page FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 42 Consolidated Balance Sheets as of December 31, 2024 and 2023 44 Consolidated Statements of Income for the Years Ended December 31, 2024, 2023 and 2022 46 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022 47 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 48 Consolidated Statements of Equity and Redeemable Noncontrolling Interest for the Years Ended December 31, 2024, 2023 and 2022 49 Notes to Consolidated Financial Statements 50 41 Report of Independent Reg istered Public Accounting Firm To the Board of Directors and Shareholders of TEGNA Inc.
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Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of TEGNA Inc. and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of income, of comprehensive income, of equity and redeemable noncontrolling interest and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”).
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We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
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In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.
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Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
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Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.
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Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits.
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We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
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We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
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Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
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Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
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Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances.
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We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed 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.
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A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
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The communication of critical audit matters does not alter in any way our opinion on the consolidated 42 financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Quantitative impairment assessments for certain FCC broadcast licenses As described in Notes 1 and 2 to the consolidated financial statements, the Company’s consolidated FCC broadcast licenses balance was $2.1 billion as of December 31, 2024. Intangible assets with indefinite lives are tested annually, or more often if circumstances dictate, for impairment and written down to fair value as required.
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In 2024, management elected to perform the quantitative assessment for certain FCC broadcast licenses with an aggregate carrying value of $395.9 million. In performing its quantitative assessment, fair value is estimated by management using an income approach called the Greenfield method.
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The Greenfield method utilizes a discounted cash flow model that incorporates several key assumptions, including market revenues, long-term growth projections, estimated market share for a typical market participant, estimated profit margins based on market size and station type, and the discount rate (determined by management using a weighted average cost of capital).
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The principal considerations for our determination that performing procedures relating to the quantitative impairment assessments for certain FCC broadcast licenses is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of certain FCC broadcast licenses; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to market revenues, estimated profit margins based on market size and station type, and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
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Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s impairment assessments, including controls over the valuation of the Company’s FCC broadcast licenses.
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These procedures also included, among others, (i) testing management’s process for developing the fair value estimates; (ii) evaluating the appropriateness of the discounted cash flow model; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of the significant assumptions used by management related to market revenues, estimated profit margins based on market size and station type, and the discount rate.
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Evaluating management’s assumptions related to market revenues and estimated profit margins based on market size and station type involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the related business in the market being evaluated, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.
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Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the Company’s discounted cash flow model and the reasonableness of the discount rate significant assumption. /s/ PricewaterhouseCoopers LLP Washington, District of Columbia February 27, 2025 We have served as the Company’s auditor since 2018. 43 TEGNA Inc.
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CONSOLIDATED BALA NCE SHEETS In thousands of dollars Dec. 31, 2024 2023 ASSETS Current assets Cash and cash equivalents $ 693,214 $ 361,036 Accounts receivable, net of allowances of $ 2,831 and $ 2,845 , respectively 604,300 624,445 Other receivables 11,752 9,299 Syndicated programming rights 28,097 31,530 Prepaid expenses and other current assets 23,049 24,008 Total current assets 1,360,412 1,050,318 Property and equipment Land 86,347 86,442 Buildings and improvements 360,492 352,546 Equipment, furniture and fixtures 641,024 631,444 Construction in progress 6,037 7,777 Total 1,093,900 1,078,209 Less accumulated depreciation ( 649,581 ) ( 626,029 ) Net property and equipment 444,319 452,180 Intangible and other assets Goodwill 3,015,944 2,981,587 Indefinite-lived and amortizable intangible assets, less accumulated amortization of $ 185,175 and $ 289,949 , respectively 2,309,772 2,328,972 Right-of-use assets for operating leases 63,535 73,479 Investments and other assets 132,537 113,521 Total intangible and other assets 5,521,788 5,497,559 Total assets $ 7,326,519 $ 7,000,057 44 TEGNA Inc.
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CONSOLIDATED BALANCE SHEETS In thousands of dollars, except par value and share amounts Dec. 31, 2024 2023 LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY Current liabilities Accounts payable $ 87,338 $ 114,950 Accrued liabilities Compensation 64,343 54,929 Interest 44,719 45,144 Contracts payable for programming rights 143,095 119,562 Other 75,454 82,782 Income taxes payable 51,331 6,005 Total current liabilities 466,280 423,372 Noncurrent liabilities Net deferred income tax liabilities 579,213 578,219 Long-term debt 3,076,451 3,072,801 Pension liabilities 65,956 70,483 Operating lease liabilities 63,421 73,733 Other noncurrent liabilities 50,167 57,765 Total noncurrent liabilities 3,835,208 3,853,001 Total liabilities $ 4,301,488 $ 4,276,373 Commitments and contingent liabilities (see Note 11) Redeemable noncontrolling interest (see Note 1) $ 20,317 $ 18,812 Shareholders’ equity Common stock of $ 1 par value per share, 800,000,000 shares authorized, 324,418,632 shares issued 324,419 324,419 Additional paid-in capital 27,941 27,941 Retained earnings 8,549,717 8,091,245 Accumulated other comprehensive loss ( 106,644 ) ( 119,610 ) Less treasury stock at cost, 164,520,591 shares and 144,502,338 shares, respectively ( 5,790,719 ) ( 5,619,123 ) Total equity 3,004,714 2,704,872 Total liabilities, redeemable noncontrolling interest and equity $ 7,326,519 $ 7,000,057 The accompanying notes are an integral part of these consolidated financial statements. 45 TEGNA Inc.
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CONSOLIDATED STATEME NTS OF INCOME In thousands of dollars, except per share amounts Year ended Dec. 31, 2024 2023 2022 Revenues $ 3,101,971 $ 2,910,930 $ 3,279,245 Operating expenses: Cost of revenues 1 1,756,115 1,718,857 1,693,221 Business units - Selling, general and administrative expenses 394,589 412,000 414,530 Corporate - General and administrative expenses 51,851 65,933 60,108 Depreciation 59,935 59,769 61,195 Amortization of intangible assets 53,600 53,467 59,882 Asset impairment and other (see Note 10) 1,097 3,359 ( 323 ) Merger termination fee — ( 136,000 ) — Total 2,317,187 2,177,385 2,288,613 Operating income 784,784 733,545 990,632 Non-operating (expense) income: Interest expense ( 169,238 ) ( 172,904 ) ( 174,022 ) Interest income 26,991 29,292 6,922 Other non-operating items, net 130,450 16,613 10,036 Total ( 11,797 ) ( 126,999 ) ( 157,064 ) Income before income taxes 772,987 606,546 833,568 Provision for income taxes 173,944 130,199 202,370 Net income 599,043 476,347 631,198 Net loss (income) attributable to redeemable noncontrolling interest 775 377 ( 729 ) Net income attributable to TEGNA Inc. $ 599,818 $ 476,724 $ 630,469 Earnings per share: Basic $ 3.55 $ 2.29 $ 2.82 Diluted $ 3.53 $ 2.28 $ 2.81 Weighted average number of common shares outstanding: Basic shares 168,434 207,594 223,652 Diluted shares 169,165 207,947 224,486 1 Cost of revenues exclude charges for depreciation and amortization expense, which are shown separately above.
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The accompanying notes are an integral part of these consolidated financial statements. 46 TEGNA Inc.
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CONSOLIDATED STATEMENTS OF CO MPREHENSIVE INCOME In thousands of dollars Year ended Dec. 31, 2024 2023 2022 Net income $ 599,043 $ 476,347 $ 631,198 Other comprehensive income, before tax: Foreign currency translation adjustments — — 142 Recognition of previously deferred post-retirement benefit plan costs 6,031 5,590 4,158 Actuarial gain (loss) arising during the period 1,108 2,387 ( 21,892 ) Pension settlement charge 10,316 — 300 Pension and other postretirement benefit items 17,455 7,977 ( 17,434 ) Realized gain on available for sale investment during the period — — ( 20,800 ) Recognition of previously deferred post-retirement benefit plan costs 17,455 7,977 ( 38,092 ) Income tax effect related to components of other comprehensive income ( 4,489 ) ( 2,054 ) 9,775 Other comprehensive income (loss), net of tax 12,966 5,923 ( 28,317 ) Comprehensive income 612,009 482,270 602,881 Comprehensive loss (gain) attributable to redeemable noncontrolling interest 775 377 ( 729 ) Comprehensive income attributable to TEGNA Inc. $ 612,784 $ 482,647 $ 602,152 The accompanying notes are an integral part of these consolidated financial statements. 47 TEGNA Inc.
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CONSOLIDATED STATEME NTS OF CASH FLOWS In thousands of dollars Year ended Dec. 31, 2024 2023 2022 Cash flows from operating activities: Net income $ 599,043 $ 476,347 $ 631,198 Adjustments to reconcile net income to net cash flow from operating activities: Depreciation 59,935 59,769 61,195 Amortization of intangible assets 53,600 53,467 59,882 Employee stock-based compensation awards 38,532 24,497 30,481 Company stock 401(k) match contributions 18,702 18,629 18,661 Amortization of deferred financing costs, debt discounts and premiums 6,193 7,058 6,919 Gain on investment sales ( 153,626 ) ( 25,809 ) ( 18,308 ) Provision for deferred income taxes ( 3,807 ) 19,737 17,476 Equity loss in unconsolidated investments, net 946 877 4,473 Merger termination fee — ( 136,000 ) — Pension expense, net of employer contributions 9,514 5,559 ( 3,487 ) Change in operating assets and liabilities, net of acquisitions: Decrease (increase) in trade receivables 22,071 34,726 ( 15,365 ) (Decrease) increase in accounts payable ( 27,613 ) 38,739 3,216 Increase (decrease) in interest and taxes payable 43,550 ( 14,977 ) 15,330 (Decrease) increase in deferred revenue ( 2,973 ) 2,810 ( 2,151 ) Changes in other assets and liabilities, net 20,900 21,820 2,631 Net cash flow from operating activities 684,967 587,249 812,151 Cash flows from investing activities: Purchase of property and equipment ( 52,440 ) ( 54,694 ) ( 51,333 ) Reimbursements from spectrum repacking — — 323 Payments for acquisitions of businesses and assets, net of cash acquired ( 54,249 ) ( 1,150 ) — Payments for investments ( 20,776 ) ( 370 ) ( 5,691 ) Proceeds from investments 158,976 28,105 4,997 Proceeds from sale of assets 258 120 472 Net cash flow provided by (used for) investing activities 31,769 ( 27,989 ) ( 51,232 ) Cash flows from financing activities: Repurchase of common stock ( 274,827 ) ( 652,914 ) — Payments under revolving credit facilities, net — — ( 166,000 ) Dividends paid ( 81,364 ) ( 83,534 ) ( 84,756 ) Payments for debt issuance costs ( 6,448 ) — — Payments for acquisition-related earnout consideration ( 4,667 ) — — Payments for tax withholding related to vested stock-based compensation awards and share repurchase excise tax ( 17,252 ) ( 13,457 ) ( 15,471 ) Net cash flow used for financing activities ( 384,558 ) ( 749,905 ) ( 266,227 ) Increase (decrease) in cash and cash equivalents 332,178 ( 190,645 ) 494,692 Balance of cash and cash equivalents at beginning of year 361,036 551,681 56,989 Balance of cash and cash equivalents at end of year $ 693,214 $ 361,036 $ 551,681 Supplemental cash flow information: Cash paid for income taxes, net of refunds $ 134,123 $ 126,138 $ 171,095 Cash paid for interest $ 164,406 $ 166,132 $ 167,533 The accompanying notes are an integral part of these consolidated financial statements. 48 TEGNA Inc.
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CONSOLIDATED STATEMENTS OF EQUITY A ND REDEEMABLE NONCONTROLLING INTEREST In thousands of dollars, except per share data TEGNA INC.
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SHAREHOLDERS’ EQUITY Redeemable noncontrolling interest Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive loss Treasury stock Total Equity Balance as of Dec. 31, 2021 $ 16,129 $ 324,419 $ 27,941 $ 7,459,380 $ ( 97,216 ) $ ( 5,194,618 ) $ 2,519,906 Net income 729 — — 630,469 — — 630,469 Other comprehensive loss, net of tax — — — — ( 28,317 ) — ( 28,317 ) Total comprehensive income 602,152 Dividends declared: $ 0.38 per share — — — ( 84,756 ) — — ( 84,756 ) Company stock 401(k) match contributions — — ( 19,494 ) ( 22,975 ) — 61,130 18,661 Stock-based awards activity — — ( 12,296 ) ( 83,503 ) — 80,328 ( 15,471 ) Employee stock-based compensation awards — — 30,481 — — — 30,481 Adjustment of redeemable noncontrolling interest to redemption value 560 — — ( 560 ) — — ( 560 ) Other activity — — 1,309 — — — 1,309 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 ( 377 ) — — 476,724 — — 476,724 Other comprehensive income, net of tax — — — — 5,923 — 5,923 Total comprehensive income 482,647 Dividends declared: $ 0.42 per share — — — ( 83,534 ) — — ( 83,534 ) Company stock 401(k) match contributions — — ( 23,029 ) ( 32,008 ) — 73,666 18,629 Stock-based awards activity — — ( 5,959 ) ( 89,010 ) — 81,512 ( 13,457 ) Employee stock-based compensation awards — — 24,497 — — — 24,497 Repurchase of common stock — — 3,304 ( 77,211 ) — ( 721,141 ) ( 795,048 ) Adjustment of redeemable noncontrolling interest to redemption value 1,771 — — ( 1,771 ) — — ( 1,771 ) Other activity — — 1,187 — — — 1,187 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 ( 775 ) — — 599,818 — — 599,818 Other comprehensive income, net of tax — — — — 12,966 — 12,966 Total comprehensive income 612,784 Dividends declared: $ 0.49 per share — — — ( 81,364 ) — — ( 81,364 ) Company stock 401(k) match contributions — — ( 33,243 ) ( 26,500 ) — 78,445 18,702 Stock-based awards activity — — ( 64,776 ) ( 31,202 ) — 84,328 ( 11,650 ) Employee awards stock-based compensation — — 38,532 — — — 38,532 Repurchase of common stock — — 58,029 — — ( 334,369 ) ( 276,340 ) Adjustment of redeemable noncontrolling interest to redemption value 2,280 — — ( 2,280 ) — — ( 2,280 ) Other activity — — 1,458 — — — 1,458 Balance as of Dec. 31, 2024 $ 20,317 $ 324,419 $ 27,941 $ 8,549,717 $ ( 106,644 ) $ ( 5,790,719 ) $ 3,004,714 The accompanying notes are an integral part of these consolidated financial statements. 49 NOTES TO CONS OLIDATED FINANCIAL STATEMENTS NOTE 1 – Description of business, use of estimates, basis of presentation, and summary of significant accounting policies Description of business : We serve our local communities across the U.S. through trustworthy journalism, engaging content, and tools that help people navigate their daily lives.
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Through customized marketing solutions, we help businesses grow and thrive. With 64 television stations in 51 U.S. markets, we reach over 100 million people every month across the web, mobile apps, streaming, and linear television. We have been consistently honored with the industry’s top awards, including Edward R. Murrow, George Polk, Alfred I. DuPont and Emmy Awards.
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We also own leading multicast networks True Crime Network and Quest. Use of estimates: The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). In doing so, we are required to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.
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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.
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Significant estimates include, but are not limited to, evaluation of goodwill and other intangible assets for impairment, fair value measurements including the allocation of purchase price to assets and liabilities in business combinations, post-retirement benefit plans, income taxes including deferred tax assets, and contingencies.
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Basis of presentation: The consolidated financial statements include the accounts of subsidiaries we control and variable interest entities if we are the primary beneficiary. We eliminate all intercompany balances, transactions, and profits in consolidation. Investments in entities for which we have significant influence, but do not have control, are accounted for under the equity method.
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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”. We have recast the prior year’s amounts to conform to this new presentation.
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Segment presentation: We operate one operating and reportable segment, which primarily consists of our 64 television stations and two radio stations operating in 51 markets.
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Our reportable segment structure has been determined 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 (CODM) , who is our Chief Executive Officer.
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The primary measures of profit or loss that our CODM utilizes to assess performance and allocate resources are Net income attributable to TEGNA and Adjusted EBITDA. Within these measures, the significant expense measures that are regularly provided to our CODM are programming and employee compensation.
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The tables below provide reconciliations between revenue and the primary measures of profit or loss and include our significant expense measures (in thousands). 2024 2023 2022 Revenue $ 3,101,971 $ 2,910,930 $ 3,279,245 Less: Programming 998,231 995,292 952,225 Employee compensation (a) 719,534 702,324 707,214 Other segment items (b) 452,734 470,974 487,903 Adjusted EBITDA $ 931,472 $ 742,340 $ 1,131,903 Less: All other segment items (c) 332,429 265,993 500,705 Net income $ 599,043 $ 476,347 $ 631,198 (a) Includes the cost associated with salaries, bonuses, stock-based compensation, benefits paid to our employees and adjusted to remove workforce restructuring and retention costs (including stock-based compensation and cash payments).
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(b) Primarily includes digital ad serving fees, professional service fees and costs associated with operating our facilities. (c) Primarily includes taxes, interest expense, other non-operating costs, depreciation and amortization. Summary of significant accounting policies: Cash and cash equivalents: Cash and cash equivalents consist of cash and highly liquid short-term investments with original maturities of three months or less.
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Cash and cash equivalents are carried at cost plus accrued interest, which approximates fair value. 50 Trade receivables and allowances for doubtful accounts: Trade receivables are recorded at invoiced amounts and generally do not bear interest.
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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.
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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.
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Bad debt expense is included in “Business units - Selling, general and administrative expenses” on our Consolidated Statements of Income. We had bad debt expense of $ 5.2 million in 2024, $ 1.7 million in 2023 and $ 3.1 million in 2022.
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Write-offs of trade receivables (net of recoveries) were $ 5.3 million in 2024, $ 2.5 million in 2023 and $ 3.8 million in 2022 . Property and equipment: Property and equipment are recorded at cost, and depreciation expense is generally recorded on a straight-line basis over the estimated useful lives of the assets.
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The estimated useful lives are generally: buildings and improvements, 10 to 40 years; and machinery, equipment and fixtures, 3 to 25 years. Expenditures for maintenance and repairs are expensed as incurred.
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Valuation of long-lived assets: We review the carrying amount of long-lived assets (mostly property and equipment and definite-lived intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
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Once an indicator of potential impairment has occurred, the impairment test is based on whether the intent is to hold the asset for continued use or to hold the asset for sale.
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If the intent is to hold the asset for continued use, the impairment test first requires a comparison of projected undiscounted future cash flows against the carrying amount of the asset group. If the carrying value of the asset group exceeds the estimated undiscounted future cash flows, the asset group would be deemed to be potentially impaired.
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The impairment, if any, would be measured based on the amount by which the carrying amount exceeds the fair value. Fair value is determined primarily using the projected future cash flows, discounted at a rate commensurate with the risk involved.
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Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. Goodwill and indefinite-lived intangible assets: The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition.
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Goodwill represents the excess of the acquisition cost over the fair value of assets acquired, including identifiable intangible assets, net of liabilities assumed. Our goodwill balance was $ 3.02 billion as of December 31, 2024 and $ 2.98 billion as of December 31, 2023.
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Goodwill is accounted for at the segment level and allocated to, and tested for impairment at, a level referred to as the reporting unit. We have determined that our one operating segment, Media, consists of a single reporting unit.
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Goodwill is tested for impairment on an annual basis (first day of our fourth quarter) or between annual tests if events or changes in circumstances indicate that the fair value of our reporting unit may be below its carrying amount. When conducting the annual goodwill impairment test, we have the option to perform either a qualitative or quantitative assessment.
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In 2024, we elected to perform the qualitative assessment which considers events and circumstances such as macroeconomic conditions, industry and market conditions, cost factors and overall financial performance, as well as company and specific reporting unit specifications.
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The qualitative approach also considers inputs used in the most recent quantitative analysis, such as stock price, shares outstanding and the control premium and how those inputs have changed since the most recent quantitative test.
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After performing this analysis, we determined that it was not more likely than not that the carrying value of our reporting unit exceeds its fair value and therefore we did not perform a quantitative analysis. We also have significant intangible assets with indefinite lives associated with FCC broadcast licenses related to our acquisitions of television and radio stations.
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The FCC broadcast licenses are recorded at their estimated fair value at the date of acquisition.
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Fair value is estimated using an income approach called the Greenfield method, which utilizes a discounted cash flow model that incorporates several key assumptions, including market revenues, long-term growth projections, estimated market share for a typical market participant, estimated profit margins based on market size and station type, and a discount rate (determined using a weighted average cost of capital).
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Since these licenses are considered indefinite lived intangible assets we do not amortize them, rather they are tested for impairment annually (first day of our fourth quarter), or more often if circumstances dictate, for impairment and written down to fair value as required.
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We have the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of the indefinite lived asset is more than its carrying amount. If that is the case, then we do not need to perform the quantitative analysis.
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The qualitative assessment considers trends in macroeconomic conditions, industry and market conditions, cost factors and overall financial performance of the indefinite lived asset. In 2024 , we elected to perform the quantitative assessment for certain FCC licenses that have experienced limited headroom in recent years. The aggregate carrying value of such licenses is $ 395.9 million.
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No impairment charges were recorded as a result of this analysis.
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However, material adverse changes in any of the significant valuation inputs could result in future declines in the fair value of these FCC license assets, and could result in non-cash impairment charges which could have a material adverse impact on our future results from operations and financial position. 51 We performed the optional qualitative assessment for all of our other FCC licenses, which represented an aggregate carrying value of $ 1.73 billion.
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In performing the qualitative impairment analysis, we analyzed trends in the significant inputs used in the fair value determination of the FCC license assets. This included reviewing trends in market revenues, market share, profit margins, long-term expected growth rates, and changes in the discount rate.
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The results of our qualitative procedures showed no material adverse change in inputs that would indicate an impairment exists since the last quantitative test of these assets.
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As such, we concluded it was more likely than not that the fair value of each of these indefinite lived FCC broadcast licenses was more than its carrying amount and we therefore, did not perform a quantitative test on these licenses in 2024 .
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Investments and other assets: Investments where we have the ability to exercise significant influence, but do not control, are accounted for under the equity method of accounting. Under this method of accounting, our share of the net earnings or losses of the investee is included in “Other non-operating items, net” on our Consolidated Statements of Income.
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We evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period.
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Certain differences exist between our investment carrying value and the underlying equity of the investee companies principally due to fair value measurement at the date of investment acquisition and due to impairment charges we recorded for certain of the investments.
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Investments in the equity of non-public businesses that do not have readily determinable pricing, and for which we do not have control and do not exert significant influence, are carried at cost less impairments, if any, plus or minus changes in observable prices for those investments.
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Gains or losses resulting from changes in the carrying value of these investments are included in “Other non-operating items (net)” on our Consolidated Statements of Income. As of December 31, 2024 and 2023, such investments totaled $ 29.0 million and $ 19.5 million , respectively.

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