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What changed in TEGNA INC's 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of TEGNA INC's 2022 and 2023 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 2023 report.

+443 added−348 removedSource: 10-K (2024-02-29) vs 10-K (2023-02-27)

Top changes in TEGNA INC's 2023 10-K

443 paragraphs added · 348 removed · 202 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

98 edited+146 added−86 removed36 unchanged
Biggest changeAdditional Media Grants went to the American Bar Association Fund for Justice and Education to support the 2023 Moot Court competition; Asian American Journalists Association for its JCamp and Voices student programs; Carole Kneeland Project for Responsible Television Journalism to support boot camps, training, and online continuing education; and Investigative Reporters and Editors Inc. for two Freedom of Information Act sessions and the Media Lawyer Brown Bag lunch session at the 2022 annual conference.
Biggest changeAdditional Media Grants went to the American Bar Association Fund for Justice and Education to support the First Amendment and Media Law Diversity Moot Court Competition; Asian American Journalists Association for its JCamp and Voices student programs; Carole Kneeland Project for Responsible Television Journalism to support boot camps, training, and online continuing education in honor of the organization’s 25th anniversary year; and Investigative Reporters and Editors Inc. for two Freedom of Information Act sessions and the Media Lawyer Brown Bag lunch session at the 2023 annual conference. 17 Grants also went to NLGJA: The Association of LGBTQ Journalists to support the CONNECT: Student Journalism Training Program, a conference for LGBTQ student journalists; Indigenous Journalists Association to support student programming at their annual conference; Online News Association to support student/new professional scholarships for the 2023 conference; National Association of Hispanic Journalists to support student scholarships at the annual conference and the 2023 NAHJ Emerging Journalists Puerto Rico Summit; Poynter Institute for Media Studies to support the 2023 Leadership Academy for Diversity in Media; and the Radio Television Digital News Foundation for student support at the 2023 conference.
With premium inventory from 125+ branded networks, advanced targeting, and outcomes-based measurement, Premion is a highly desirable and effective way for advertisers to reach a highly engaged streaming audience, and has enabled us to expand our revenue base and reach new markets.
With premium inventory from 125+ branded networks, advanced targeting, and outcomes-based measurement, Premion is a desirable and effective way for advertisers to reach a highly engaged streaming audience, and has enabled us to expand our revenue base and reach new markets.
Our Environmental Regulatory Matters We are subject to various laws and government regulations concerning environmental matters and employee safety and health.
Our Regulatory Matters We are subject to various laws and government regulations concerning environmental matters and employee safety and health.
To operate in an environmentally friendly way, our environmental policies include practices for the 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.
To operate in an environmentally friendly way, our environmental policies include practices for 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.
We regard environmental responsiveness and resource conservation as an integral part of business management, and we support finding sound solutions to such environmental problems as any arise. Each employee is expected to work toward these goals and is encouraged to advise their supervisor promptly of any situation that may be in conflict with our environmental policy.
We regard environmental responsiveness and resource conservation as an integral part of business management, and we support finding sound solutions to environmental problems that may arise. Each employee is expected to work toward these goals and is encouraged to advise their supervisor promptly of any situation that may be in conflict with our environmental policy.
With the rise of 5G and unlimited data plans, every screen or mobile phone is now capable of displaying video programming of the sort previously reserved to television. These video consumption patterns in the past were associated almost exclusively with younger consumers but have evolved over time to include older consumers.
With the rise of 5G and unlimited data plans, every screen or mobile phone is now capable of displaying video programming of the sort previously reserved for television. These video consumption patterns in the past were associated almost exclusively with younger consumers but have evolved over time to include older consumers.
Through websites, mobile and OTT apps we extend our local brands reaching more than 80 million visitors per month. As the consumption of content on digital platforms increases, we have continued to make investments in developing new ways of connecting with local audiences and enhancing our digital capabilities.
Through websites, mobile and OTT apps we extend our local brands, reaching more than 80 million visitors per month. As the consumption of content on digital platforms increases, we have continued to make investments in developing new ways of connecting with local audiences and enhancing our digital capabilities. 4.
The primary sources of our revenues are: 1) subscription revenues, reflecting fees paid by satellite, cable, OTT (companies that deliver video content to 3 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, 2020, etc.) and particularly in the second half of those years; and 4) other services, such as production of programming, tower rentals and distribution of our local news content.
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.
(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-LP, a low power television station in Bryan, TX.
(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.
With 64 television stations and two radio stations in 51 U.S. markets, we are the largest owner of top four network affiliates in the top 25 markets among independent station groups, reaching approximately 39% of U.S. television households. We also own leading multicast networks True Crime Network, Twist and Quest.
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.
Through their websites, our stations compete in the local electronic media space, which includes the internet or internet-enabled devices, handheld wireless devices such as mobile phones and tablets, social media platforms, digital spectrum opportunities and video streaming services.
Through their websites, our stations compete in the local digital media space, which includes the internet or internet-enabled devices, handheld wireless devices such as mobile phones and tablets, social media platforms, digital spectrum opportunities and video streaming services.
Pay-TV interests and other parties continue to advocate for the FCC to alter or eliminate various aspects of the rules 6 governing retransmission consent negotiations and stations’ exclusivity rights.
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 and stations’ exclusivity rights.
As of December 31, 2022, 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, 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.
(2) Market TV households is number of television households in each market, according to 2022-2023 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.
(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.
Our Board of Directors has implemented strong corporate governance policies that align with best practices for publicly held companies and the evolving expectations of shareholders and institutional investors. • Independent Board Oversight : We have an independent and diverse Board, led by an independent chairman.
Our Board of Directors has implemented strong corporate governance policies that align with best practices for publicly held companies and the evolving expectations of shareholders and institutional investors. • Independent Board Oversight : We have an independent and diverse Board, led by an independent chair.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements for our annual stockholders’ meetings and amendments to those reports are available free of charge on our investor website, under “Investor Relations” at www.tegna.com as soon as reasonably practical after we electronically file the material with, or furnish it to, the Securities and Exchange Commission (SEC).
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements for our annual stockholders’ meetings and amendments to those reports are available free of charge on our investor website, under “Investors” at www.tegna.com as soon as reasonably practical after we electronically file the material with, or furnish it to, the Securities and Exchange Commission (SEC).
In addition to the corporate governance practices discussed above, other important corporate governance practices we follow include: • All of our directors are elected annually; • Our directors and senior executives are subject to stock ownership guidelines; • We do not have a shareholder rights plan (poison pill) in place; • Our Board has adopted a proxy access by-law provision; and • Mergers and other business combinations involving the Company generally may be approved by a simple majority vote.
In addition to the corporate governance practices discussed above, other important corporate governance practices we follow include: • All of our directors are elected annually; • Our directors and executive officers are subject to stock ownership guidelines; • We do not have a shareholder rights plan (poison pill) in place; • Our Board has adopted a proxy access by-law provision; and • Mergers and other business combinations involving the Company generally may be approved by a simple majority vote.
The order also made common ownership of two 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, 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.
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.
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. To the extent we roll ATSC 3.0 service out to our stations, there can be no guarantee that such service would earn sufficient additional revenues to offset the related expenditures.
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.
Louis, MO), WTHR (Indianapolis, IN), WTIC (Hartford, CT), WCCT (Waterbury, CT), KHOU (Houston, TX), WUSA (Washington, DC), WHAS (Louisville, KY), WWL (New Orleans, LA), and WUPL (Slidell, LA), 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), and KARE (Minneapolis, MN) in both ATSC 1.0 and ATSC 3.0 formats.
In 2022, 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.
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.
We believe that we have complied with such proceedings and orders at our stations without any materially adverse effect on our Consolidated Balance Sheet, Consolidated Statements of Income or Consolidated Statement of Cash Flows. 7 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 General Company Information Our company was founded by Frank E. Gannett and associates in 1906 and was incorporated in 1923.
Today, mobile broadband covers the U.S., and a vast majority of Americans own devices that can access mobile broadband, with numbers continuing to grow. Similarly, fixed, wired broadband to the home also covers a majority of the United States and is also growing.
Today, mobile broadband covers the U.S., and a vast majority of Americans own devices that can access mobile broadband, with numbers continuing to grow. Similarly, fixed, wired broadband to the home also covers a majority of the United States and continues to grow.
Merger Agreement On February 22, 2022, TEGNA Inc. entered into an Agreement and Plan of Merger (as amended, the Merger Agreement) with Teton Parent Corp., a newly formed Delaware corporation (Parent), Teton Merger Corp., a newly formed Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and solely for purposes of certain provisions specified therein, other subsidiaries of Parent, certain affiliates of Standard General L.P., a Delaware limited partnership (Standard General) and CMG Media Corporation, a Delaware corporation (CMG) and certain of its subsidiaries.
Terminated Merger Agreement On February 22, 2022, we entered into an Agreement and Plan of Merger (as amended, the Merger Agreement), with Teton Parent Corp., a newly formed Delaware corporation (Parent), Teton Merger Corp., a newly formed Delaware corporation and an indirect wholly owned subsidiary of Parent, and solely for purposes of certain provisions specified therein, other subsidiaries of Parent, certain affiliates of Standard General L.P., a Delaware limited partnership and CMG Media Corporation, a Delaware corporation, and certain of its subsidiaries.
When used in this Annual Report on Form 10-K, the words “believes,” “estimates,” “plans,” “expects,” “should,” “could,” “outlook,” and “anticipates” and similar expressions as they relate to our Company or management are intended to identify forward looking statements.
When used in this Annual Report on Form 10-K, the words “believes,” “estimates,” “plans,” “expects,” “should,” “could,” “outlook,” and “anticipates” and similar expressions as they relate to TEGNA or its management are intended to identify forward-looking statements.
In addition to our news coverage that keeps our audience informed and safe during disasters, our stations tell inspirational stories of heroism and hope to help our communities pull together during times of crisis. Stations also help lead fundraising initiatives when crises hit, as several did in 2022.
In addition to our news coverage that keeps our audience informed and safe during disasters, our stations tell inspirational stories of heroism and hope to help our communities pull together during times of crisis. Stations also help lead fundraising initiatives when crises hit.
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, Quest, and Twist multicast networks: www.truecrimenetworktv.com, www.questtv.com, and www.watchtwist.com Verify : www.verifythis.com INVESTMENTS We have non-controlling ownership interests in the following companies: 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 Hudson MX : www.hudsonmx.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 ON THE NET: 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 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.
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. Post-Incentive Auction Repacking.
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.
All officers serve at the discretion of the Board of Directors. David T. Lougee - President and Chief Executive Officer (June 2017-present); TEGNA director (2017-present). Formerly: President, TEGNA Media (July 2007-June 2017). Age 64. Lynn Beall (Trelstad) - Executive Vice President and COO of Media Operations (June 2017-present). Formerly: Executive Vice President and Chief Operating Officer, TEGNA Media. Age 62.
All officers serve at the discretion of the Board of Directors. David T. Lougee - President and Chief Executive Officer (June 2017-present); TEGNA director (2017-present). Formerly: President, TEGNA Media (July 2007-June 2017). Age 65. Lynn Beall (Trelstad) - Executive Vice President and Chief Operating Officer of Media Operations (June 2017-present). Formerly: Executive Vice President and Chief Operating Officer, TEGNA Media.
FCC regulations limit the concentration of broadcasting control and regulate network and local programming practices. The FCC is required by statute to review these rules and regulations every four years. In November 2017, the FCC adopted an order altering its regulations governing media ownership, generally making these regulations less restrictive.
FCC regulations limit the concentration of broadcasting control and regulate network and local programming practices. The FCC is required by statute to review these rules and regulations every four years, in a process known as a Quadrennial Review. In November 2017, the FCC adopted an order altering its regulations governing media ownership, generally making these regulations less restrictive.
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.
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.
In addition to 24/7 linear broadcasts on hundreds of broadcast stations nationwide, the True Crime Network and Quest streaming apps are available on Roku, Amazon Fire TV and Apple TV, as well as via mobile and tablet on iOS and Android devices, Chromecast, and on the web.
In addition to 24/7 linear broadcasts on hundreds of broadcast stations nationwide, the True Crime Network streaming app is available on Roku, Amazon Fire TV and Apple TV, as well as via mobile and tablet on iOS and Android devices, Chromecast, and on the web.
We also provide access on this web site to our Principles of Corporate Governance, the charters of our Audit, Leadership Development and Compensation, Nominating and Governance, and Public Policy and Regulation Committees and other important governance documents and policies, including our Ethics and Inside Trading Policies.
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.
The Board maintains objective oversight as 10 out of TEGNA’s 11 Directors are independent, with CEO Dave Lougee serving as the only TEGNA employee on the Board. The separation of the roles of Chairman 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 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.
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 29.9% of U.S. television households when the UHF discount is applied and approximately 39.1% without the UHF discount. 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. 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 .
We do not engage in industry-wide or company-wide bargaining. Information About our Executive Officers - Our executive officers as of February 27, 2023 are listed below, with their ages on that date, positions and offices currently held, and principal occupation and business experience during at least the last five years.
We do not engage in industry-wide or company-wide bargaining. Information About our Executive Officers - Our executive officers as of February 29, 2024 are listed below, with their ages on that date, positions and offices currently held, and principal occupation and business experience during a t least the last five years.
Now in its sixth year, “Daily Blast LIVE” is carried in all TEGNA markets and in select non-TEGNA markets, together covering 48 % of U.S. markets. “Daily Blast LIVE” is a true multi-platform play, broadcast across linear TV, digital and social media.
Now in its seventh year, “Daily Blast LIVE” is carried in all TEGNA markets and in certain non-TEGNA markets, together covering 55% of U.S. markets. “Daily Blast LIVE” is a true multi-platform play, broadcast across linear TV, digital and social media.
In connection with that transaction, Premion and Gray entered into 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.
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.
Each streaming service offers hundreds of free, ad-supported, on-demand episodes of high-quality shows and generate millions of ad impressions per month, sold in part in partnership with our Premion business. We also operate VAULT Studios, which develops high-quality podcast and original television programs developed from our stations’ vast library of true crime and investigative content. Engagement across all platforms .
The streaming service offers hundreds of free, ad-supported, on-demand episodes of high-quality shows and generates millions of ad impressions per month, sold in part in partnership with our Premion business. We also operate VAULT Studios, which develops original television programs developed from our stations’ vast library of true crime and investigative content.
We are investing in and growing our talent pipeline through specialized programs for managers and leaders, content and sales employees, and high-potential early career talent, including: • Manager Training : We invest in the continual learning and development of our managers because our leaders’ effectiveness is critical to the Company’s long-term success.
We are investing in and growing our talent pipeline through specialized programs for managers and leaders, content and sales employees, and high-potential early career talent, including: • Manager Training : We invest in the learning and development of our managers as we believe they are critical to the company’s long-term success.
The program broadcasts live 5 days a week, at least 48 weeks per year, and streams up to 5 hours of trending 4 news each day across YouTube, Twitter, Twitch, DailyBlastLive.com, the DBL app and TEGNA’s station apps on Roku and Fire TV.
The program broadcasts live 5 days a week, at least 48 weeks per year, and streams up to 5 hours of trending news each day across YouTube, Twitter, Twitch, DailyBlastLive.com, the DBL app and TEGNA’s station apps on Roku and Fire TV. We own and operate entertainment brands True Crime Network and Quest.
Leadership Compensation Tied to Diversity and Inclusion Goals: Enhance our diversity and inclusion goals for key leaders in the organization. • Prog ress: We continued to deliver on our commitment to ensure that D&I goals are embedded meaningfully into both our annual performance management and our bonus processes for 2022.
Leadership Compensation Tied to Diversity and Inclusion Goals: Enhance our diversity and inclusion goals for key leaders in the organization. • Prog ress: We delivered on our commitment to ensure that D&I goals are embedded meaningfully into both our annual performance management and our bonus processes for 2023. We also finalized our 2024 measures for key leaders. 11 3.
During this period, we added four independent Directors with deep expertise in media, technology, social/digital, and capital markets and transactional experience. • Commitment to Diversity 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 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.
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. 15 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 412,370 1985 Arizona Flagstaff KNAZ-TV: 12news.com Ch. 2/NBC 2024 2,138,870 1970 Mesa KPNX(TV): 12news.com Ch. 12/NBC 2024 2,138,870 1953 Tucson KMSB(TV): tucsonnewsnow.com Ch. 11/FOX 2025 490,560 1967 KTTU(TV): tucsonnewsnow.com Ch. 18/MNTV 2024 490,560 1984 Arkansas Fort Smith KFSM-TV: 5newsonline.com Ch. 5/CBS 2028 338,310 1956 Little Rock KTHV(TV): thv11.com Ch. 11/CBS 2028 577,130 1955 California Sacramento KXTV(TV): abc10.com Ch. 10/ABC 2023 1,502,080 1955 San Diego KFMB-TV: cbs8.com Ch. 8/CBS 2028 1,107,010 1949 Colorado Denver KTVD(TV): my20denver.com Ch. 20/MNTV 2024 1,792,540 1988 KUSA(TV): 9news.com Ch. 9/NBC 2024 1,792,540 1952 Connecticut Hartford WTIC-TV: fox61.com Ch. 61/FOX 2025 1,014,160 1984 Waterbury WCCT-TV: yourcwtv.com/partners/hartford Ch. 20/CW 2026 1,014,160 1953 District of Columbia Washington WUSA(TV): wusa9.com Ch. 9/CBS 2028 2,617,350 1949 Florida Jacksonville WJXX(TV): firstcoastnews.com Ch. 25/ABC 2023 790,580 1989 WTLV(TV): firstcoastnews.com Ch. 12/NBC 2024 790,580 1957 Tampa-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. 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.
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.
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.
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 and performance in key areas. • Experience Aligned with Long-Term Strategy : Since 2017, TEGNA has undergone a Board refreshment process to ensure Directors’ expertise align with TEGNA’s strategic evolution.
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.
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. Premion continues to deliver strong revenue which was up 26% in 2022 compared to 2021.
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.
In addition, we compete for audience share from broadcast stations and cable networks as well as companies providing/facilitating the delivery of video content via the Internet to computers, televisions, and other streaming and mobile devices (such as Amazon Prime, Apple TV+, Disney+, HBO Max, Hulu, Netflix, and others). 5 The advertising industry is dynamic and rapidly evolving.
We compete for this revenue against other broadcast stations and cable networks, as well as companies that provide and/or facilitate the delivery of video content via the Internet to computers, televisions, and other streaming and mobile devices (such as Amazon Prime, Apple TV+, Disney+, Max, Hulu, Netflix, and others). The advertising industry is dynamic and rapidly evolving.
We received the highest marks in all categories, resulting in a perfect score of 100. Here are the five pillars that support achieving our DE&I goals and notable progress we have made in 2022: 1. Talent Pipeline and Bench Strength : Increase partnerships with diverse professional organizations, historically black colleges and universities (HBCUs), Hispanic-serving institutions, and universities.
The following are the five pillars that support achieving our DE&I goals and notable progress we have made in 2023: 1. Talent Pipeline and Bench Strength : Increase partnerships with diverse professional organizations, historically black colleges and universities (HBCUs), Hispanic-serving institutions, and universities.
In late 2016, we launched Premion, the industry’s first local advertising solution for OTT streaming and connected TV (CTV) platforms. We provide local, regional and national brands with an effective, turnkey solution to run streaming CTV advertising campaigns in all of the 210 Designated Market Areas (DMAs) in the United States.
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.
Media Grants 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.
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 November 2017, the FCC adopted an order authorizing broadcast television stations to voluntarily transition to a new technical standard, called Next Generation TV or ATSC 3.0.
In November 2017, the FCC adopted an order authorizing broadcast television stations to voluntarily transition to a new technical standard, called Next Generation TV or ATSC 3.0. On June 20, 2023, the FCC adopted an order extending and revising certain of its rules governing the ATSC 3.0 transition.
In this space, we compete for audience and advertising revenue against other local media companies, Internet advertising giants such as Google and Facebook, as well as the fragmented landscape of digital ad agencies. The technology that enables consumers to receive news and information continues to evolve as does our digital strategy.
In this space, we compete for audience and advertising revenue against other local media companies, Internet advertising giants such as Google and Facebook, as well as the fragmented landscape of digital ad agencies.
The FCC’s November 2017 ownership order also eliminated a rule making certain television joint advertising sales agreements (JSAs) attributable in calculating compliance with the ownership limits. TEGNA is not currently party to any JSAs.
The FCC’s November 2017 ownership order also eliminated a rule making certain television joint advertising sales agreements (JSAs) attributable in calculating compliance with the ownership limits. TEGNA is not currently party to any JSAs. The FCC’s November 2017 order was challenged in court and ultimately upheld by the U.S. Supreme Court on April 1, 2021.
Company Leadership: Increase BIPOC representation across all management roles within the organization by 50% . * BIPOC = Black, Indigenous, and People of Color CONTENT TEAMS CONTENT LEADERSHIP COMPANY LEADERSHIP ALL EMPLOYEES 2025 BIPOC Goals Reflect markets at ~36% Increase by 50% Increase by 50% On track On track On track 2022 BIPOC Progress 1/1/21 - 27% 12/31/21 - 30% 12/31/22 - 32% 1/1/21 - 17% 12/31/21 - 20% 12/31/22 - 23% 1/1/21 - 16% 12/31/21 - 18 % 12/31/22 - 20% 1/1/21 - 25% 12/31/21 - 27% 12/31/22 - 29% 2022 Female Representation 1/1/21 - 46% 12/31/21 - 46% 12/31/22 - 45% 1/1/21 - 45% 12/31/21 - 44% 12/31/22 - 44% 1/1/21 - 41% 12/31/21 - 42% 12/31/22 - 42% 1/1/21 - 47% 12/31/21 - 47% 12/31/22 - 47% ASIAN BLACK OR AFRICAN- AMERICAN HISPANIC OR LATINO WHITE OTHER N/A* All Employees 3.1% 12.7% 10.7% 68.4% 2.5% 2.6% * N/A - not available or not disclosed To support our DE&I goals, we are actively seeking diverse talent through recruiting, investing in a multiyear Inclusive Journalism program, requiring unconscious and implicit bias training of all employees, gathering regular input from our 16-member D&I Working Group led by Chief Diversity Officer Grady Tripp, and championing lesbian, gay, bisexual, transgender and queer or questioning (LGBTQ) equality.
Company Leadership: Increase BIPOC representation across all management roles within the organization by 50% . * BIPOC = Black, Indigenous, and People of Color CONTENT TEAMS CONTENT LEADERSHIP COMPANY LEADERSHIP ALL EMPLOYEES 2025 BIPOC Goals Reflect markets at ~36% Increase by 50% Increase by 50% On track On track On track 2023 BIPOC Progress 1/1/21 - 27% 12/31/21 - 30% 12/31/22 - 32% 12/31/23 - 33% 1/1/21 - 17% 12/31/21 - 20% 12/31/22 - 23% 12/31/23 - 24% 1/1/21 - 16% 12/31/21 - 18 % 12/31/22 - 20% 12/31/23 - 21% 1/1/21 - 25% 12/31/21 - 27% 12/31/22 - 29% 12/31/23 - 30% 2023 Female Representation 1/1/21 - 46% 12/31/21 - 46% 12/31/22 - 45% 12/31/23 - 44% 1/1/21 - 45% 12/31/21 - 44% 12/31/22 - 44% 12/31/23 - 43% 1/1/21 - 41% 12/31/21 - 42% 12/31/22 - 42% 12/31/23 - 41% 1/1/21 - 47% 12/31/21 - 47% 12/31/22 - 47% 12/31/23 - 46% ASIAN BLACK OR AFRICAN AMERICAN HISPANIC OR LATINO WHITE OTHER N/A* All Employees 3.2% 12.8% 11.0% 67.9% 2.7% 2.4% * N/A - not available or not disclosed To support our goals, we are actively seeking diverse talent through recruiting and professional development, investing in a multiyear Inclusive Journalism program, gathering regular input from our employees and providing training and learning opportunities.
Current rules require the content of this simulcast signal to be substantially similar to the programming aired on the ATSC 3.0 channel until July 17, 2023; an FCC proceeding considering whether to extend this “substantially similar” requirement is ongoing. Transitioning a station to ATSC 3.0 is voluntary under current FCC rules and may require significant expenditures.
Current rules require the content of this primary stream simulcast signal to be substantially similar to the programming aired on the station’s ATSC 3.0 primary program stream until July 17, 2027. Transitioning a station to ATSC 3.0 is voluntary under current FCC rules and may require significant expenditures.
Louis KSDK(TV): ksdk.com Ch. 5/NBC 2024 1,255,160 1947 New York Buffalo WGRZ(TV): wgrz.com Ch. 2/NBC 2024 632,110 1954 North Carolina Charlotte WCNC-TV: wcnc.com Ch. 36/NBC 2024 1,323,400 1967 Greensboro WFMY-TV: wfmynews2.com Ch. 2/CBS 2028 739,970 1949 Ohio Cleveland WKYC-TV: wkyc.com Ch. 3/NBC 2024 1,552,420 1948 Columbus WBNS-TV (6) : 10tv.com Ch. 10/CBS 2028 1,023,600 1949 Toledo WTOL(TV): wtol.com Ch. 11/CBS 2028 424,380 1958 Oregon Portland KGW(TV) (7) : kgw.com Ch. 8/NBC 2024 1,293,400 1956 Pennsylvania Scranton WNEP-TV: wnep.com Ch. 16/ABC 2023 590,390 1954 York WPMT(TV): fox43.com Ch. 43/FOX 2025 772,320 1952 South Carolina Columbia WLTX(TV): wltx.com Ch. 19/CBS 2028 435,570 1953 Tennessee Knoxville WBIR-TV: wbir.com Ch. 10/NBC 2024 559,650 1956 Memphis WATN-TV: localmemphis.com Ch. 24/ABC 2023 644,360 1978 WLMT(TV): localmemphis.com Ch. 30/CW 2026 644,360 1983 Texas Abilene KXVA(TV): myfoxzone.com Ch. 15/FOX 2025 115,860 2001 Austin KVUE(TV): kvue.com Ch. 24/ABC 2023 978,520 1971 Beaumont KBMT(TV) (8): 12newsnow.com Ch. 12/ABC 2023 168,960 1961 Corpus Christi KIII-TV: kiiitv.com Ch. 3/ABC 2023 208,490 1964 Dallas WFAA(TV): wfaa.com Ch. 8/ABC 2023 3,041,540 1949 KMPX(TV): wfaa.com Ch. 29 / Estrella 2025 3,041,540 1993 Houston KHOU(TV): khou.com Ch. 11/CBS 2028 2,666,330 1953 KTBU(TV): khou.com Ch. 55/Quest N/A 2,666,330 2004 Odessa KWES-TV: newswest9.com Ch. 9/NBC 2024 160,200 1958 San Angelo KIDY(TV): myfoxzone.com Ch. 6/FOX 2025 57,690 1984 San Antonio KENS(TV): kens5.com Ch. 5/CBS 2028 1,059,540 1950 Tyler-Longview KYTX(TV): cbs19.tv Ch. 19/CBS 2028 282,090 2008 16 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 2024 407,620 1953 Virginia Hampton/Norfolk WVEC(TV): 13newsnow.com Ch. 13/ABC 2023 772,190 1953 Washington Seattle/Tacoma KING-TV: king5.com Ch. 5/NBC 2024 2,116,440 1948 KONG(TV): king5.com Ch. 16/IND N/A 2,116,440 1997 Spokane KREM(TV): krem.com Ch. 2/CBS 2028 481,910 1954 KSKN(TV): spokanescw22.com Ch. 22/CW 2026 481,910 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 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.
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. Subscription revenue .
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.
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 web site changes to, or waivers of, our corporate ethics policy.
Copies of all of these corporate governance documents are available to any shareholder upon written request made to our Secretary at the headquarters address.
In 2022, we conducted four sessions for approximately 100 managers and director-level employees. • Leadership Development Programs : Based on our critical leadership skills, we enhanced our formal leadership development programs, including Leadership in Action and our Executive Leadership Development programs to ensure our current and future director-level and VP-level talent have the development training necessary to prepare them to 10 step into larger leadership roles in the future.
In 2022 and 2023, we trained 175 manager and director-level employees for a total of 3,500 hours of dedicated leadership training. 12 • Leadership Development Programs : Based on our critical leadership skills, we enhanced our formal leadership development programs, including Leadership in Action and Executive Leadership Development, to ensure our current and future director-level and VP-level talent have the necessary development and training to prepare them to step into larger leadership roles in the future.
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.
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.
However, ATSC 3.0 is not backwards compatible with existing television equipment. To ensure continued service to all viewers, the FCC’s order authorizing ATSC 3.0 operations requires full-power television stations that transition to the new standard to continue broadcasting a signal in the existing DTV standard (known as ATSC 1.0) until the FCC phases out the requirement in a future order.
To ensure continued service to all viewers, the FCC requires full-power television stations that transition to the new standard to continue broadcasting a version of at least the station’s primary program stream in the existing DTV standard (known as ATSC 1.0) until the FCC phases out the requirement in a future order.
Petersburg WTSP(TV): wtsp.com Ch. 10/CBS 2028 2,068,720 1965 Georgia Atlanta WATL(TV): 11alive.com Ch. 36/MNTV 2024 2,679,850 1954 WXIA-TV: 11alive.com Ch. 11/NBC 2024 2,679,850 1948 Macon WMAZ-TV: 13wmaz.com Ch. 13/CBS 2028 250,620 1953 Idaho Boise KTVB(TV) (3) : ktvb.com Ch. 7/NBC 2024 330,040 1953 Illinois Moline WQAD-TV: wqad.com Ch. 8/ABC 2023 302,600 1963 Indiana Indianapolis WTHR(TV) (4) : wthr.com Ch. 13/NBC 2024 1,207,280 1957 Iowa Ames WOI-DT: weareiowa.com Ch. 5/ABC 2023 472,310 1950 Ames KCWI-TV: weareiowa.com Ch. 23/CW 2026 472,310 1999 Kentucky Louisville WHAS-TV: whas11.com Ch. 11/ABC 2023 721,070 1950 Louisiana New Orleans WWL-TV: wwltv.com Ch. 4/CBS 2028 687,110 1957 WUPL(TV) (5) : wwltv.com/mytv Ch. 54/MNTV 2024 687,110 1955 Maine Bangor WLBZ(TV): newscentermaine.com Ch. 2/NBC 2024 142,180 1954 Portland WCSH(TV): newscentermaine.com Ch. 6/NBC 2024 429,130 1953 Michigan Grand Rapids WZZM(TV): wzzm13.com Ch. 13/ABC 2023 781,030 1962 Minnesota Minneapolis-St.
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.
In 2022, the TEGNA Foundation matched employee donations two-for-one to the nonprofits most meaningful to them. As a result, the Foundation approved more than 2,150 employee matching gifts. Their donations combined with TEGNA Foundation matches totaled more than $2 million.
In 2023, the TEGNA Foundation matched employee donations to the nonprofits most meaningful to them. As a result, the Foundation approved more than 2,400 employee matching gifts. Over 1,000 unique nonprofits were reached through TEGNA employees’ giving. Their donations combined with TEGNA Foundation matches totaled more than $1.5 million.
Diversity, Equity and Inclusion – To strengthen accountability in diversity in the governance of the Company, in 2020 the Board adopted specific areas of oversight for each Board committee regarding how TEGNA approaches diversity: • The Leadership Development & Compensation Committee is responsible for monitoring the Company’s performance in diversity, inclusion and equal employment opportunity, supporting our commitment to these principles and the continuation of our efforts to gain and maintain diversity among our employees and management. • The Nominating & Governance Committee is responsible for overseeing the racial, ethnic and gender diversity of the Board. • The Public Policy and Regulatory Committee reviews with management the Company’s approach to, and initiatives and support for, promoting racial and ethnic diversity in our news and other content, through inclusive journalism and racial and ethnic diversity in our editorial decision-making and leadership. • The Audit Committee is responsible for monitoring the Company’s finance and asset management-related diversity and inclusion efforts, including our investment and purchasing involving minority-owned businesses.
Diversity, Equity and Inclusion – To strengthen accountability in diversity in the governance of the Company, the Board has adopted specific areas of oversight for each Board committee regarding how TEGNA approaches diversity: • The Leadership Development and Compensation Committee is responsible for monitoring the Company’s performance in diversity, inclusion and equal employment opportunity, supporting our commitment to these principles and the continuation of our efforts to gain and maintain diversity among our employees and management. • The Governance, Public Policy and Corporate Responsibility Committee is responsible for monitoring the racial, ethnic and gender diversity of the Board.
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).
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).
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. We search for PIR participants at major journalism schools as well as regional universities and colleges, including several historically Black institutions.
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.
We compete for audience share as part of an increasingly varied and competitive media landscape. We compete for advertising revenue with other platforms for television advertising media, including other broadcast stations and cable providers. We also compete against both traditional and new forms of media that offer paid advertising, including radio, newspapers, magazines, direct mail, online video, and social media.
We compete for audience share as part of an increasingly varied and competitive media landscape. We compete for advertising revenue with other platforms for television advertising media, including other broadcast stations and cable providers.
Our portfolio of “Big 4” NBC, CBS, ABC and FOX stations operate under long-term network affiliation agreements. Generally, a network provides programs to its affiliated television stations and the network sells commercial advertising for certain of the available advertising spots within the network programs, while our television stations sell the remaining available commercial advertising spots.
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.
In addition, copies of our annual reports will be made available, free of charge, upon written request. The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding SEC registrants, including TEGNA Inc. Our Human Capital Our people play an important role in our success in today’s rapidly evolving media landscape.
The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding SEC registrants, including TEGNA Inc. 9 Our Human Capital Our people play an important role in our success in today’s rapidly evolving media landscape. Our key human capital management objectives are to attract, retain and develop the highest caliber talent in our industry.
We have also developed and implemented a variety of training courses to help foster our high-performing and accountable culture. Courses offered in 2022 included: • How to create a S.M.A.R.T (specific, measurable, attainable, relevant, and time-based) performance goal. • How to give and receive feedback.
Courses offered in 2023 included: • How to create a S.M.A.R.T. (specific, measurable, attainable, relevant, and time-based) performance goal. • How to give and receive feedback.
We have distribution contracts with major network partners and OTT service providers for carriage of our stations’ content on virtual MVPD (vMVPD) platforms such as Hulu, YouTube TV and DIRECTV Stream. Our vMVPD distribution arrangements contain financial terms similar to those in our more traditional distribution agreements with cable and satellite operators. Affiliation agreements .
We have distribution contracts with major network partners and OTT service providers for carriage of our stations’ content on virtual MVPD (vMVPD) platforms such as Fubo, Hulu + Live TV, YouTube TV and DIRECTV Stream, as well as on network-owned services Peacock and Paramount+.
At present, we have retransmission consent agreements with almost all cable operators, telecommunications and satellite providers in our television stations’ markets for carriage of those stations. Our scale and strength in local content have contributed to our ability to grow our subscription revenue beyond traditional multichannel video programming distributors (MVPDs) into the growing OTT (i.e., streaming) space.
Our scale and strength in local content have contributed to our ability to grow our subscription revenue beyond traditional multichannel video programming distributors (MVPDs) into the growing OTT (i.e., streaming) space.
Forward-looking statements in this Annual Report on Form 10-K may include, without limitation: statements about the potential benefits of the proposed acquisition, anticipated growth rates, the Company’s plans, objectives, expectations, and the anticipated timing of closing the proposed transaction.
Forward-looking statements in this Annual Report on Form 10-K may include, without limitation, statements regarding anticipated growth rates, TEGNA’s capital allocation framework and TEGNA’s other plans, objectives and expectations.
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. In 2022, TEGNA stations received major journalism awards that underscore our innovative approach to content, impactful investigations, and commitment to the communities we serve.
Our stations and news teams continually strive to be the most trusted sources of news in our communities and to be agents of beneficial change in the markets we 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.
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, sales, and marketing. The program has improved our intern to employee conversion rate and has notably increased diversity in our early career roles.
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.
To strengthen accountability on diversity into the governance of our company, in 2020 TEGNA’s Board adopted specific areas of oversight for each Board committee regarding how we approach diversity: ◦ The Leadership Development & Compensation Committee is responsible for monitoring and supporting our performance in diversity, inclusion and equal employment opportunity, and the continuation of our efforts to gain and maintain diversity among our employees and management. ◦ The Nominating & Governance Committee is responsible for overseeing the racial, ethnic and gender diversity of the Board. ◦ The Public Policy and Regulatory Committee reviews with management our approach to, and initiatives and support for, promoting racial and ethnic diversity in our news and other content, through inclusive journalism and racial and ethnic diversity in our editorial decision-making and leadership. ◦ The Audit Committee is responsible for monitoring our finance and asset management-related diversity and inclusion efforts, including our investment and purchasing involving minority-owned businesses.
To strengthen accountability with regard to diversity in the company’s governance, the Board has adopted specific areas of oversight for each Board committee regarding how we approach diversity: ◦ The Leadership Development & Compensation Committee is responsible for monitoring and supporting our performance in diversity, inclusion and equal employment opportunity, and the continuation of our efforts to gain and maintain diversity among our employees and management. ◦ The Governance, Public Policy and Corporate Responsibility Committee is responsible for monitoring the racial, ethnic and gender diversity of the Board.
Our Manager Training Program is based on TEGNA’s critical leadership skills and provides managers a targeted and progressive curriculum. The curriculum delivers tailored content for all levels of managers depending on their leadership level.
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.
We strive to foster diversity, inclusion and innovation in our culture through our human resources, sales and journalism programs and policies. As of December 31, 2022, we employed approximately 6,300 full-time and part-time people (including 105 corporate headquarters employees), all of whom were located in the United States.
As of December 31, 2023, we employed approximately 6,200 full-time and part-time people (including 106 corporate headquarters employees), all of whom were located in the United States.
In addition, to comply with its statutory obligation to review the local broadcast ownership rules every four years, the FCC initiated a new, parallel review proceeding on December 22, 2022. The FCC requires the disclosure of shared services agreements (SSAs) in stations’ online public inspection files, though these agreements generally are not deemed to be attributable ownership interests.
The FCC requires the disclosure of shared services agreements (SSAs) in stations’ online public inspection files, though these agreements generally are not deemed to be attributable ownership interests.

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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.
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).
The failure of our information technology systems to perform as we anticipate could disrupt our business and could result in transaction errors, processing inefficiencies, broadcasting disruptions, and loss of sales and customers, causing our business and results to be impacted.
The failure of information technology systems to perform as we anticipate could disrupt our business and could result in transaction errors, processing inefficiencies, broadcasting disruptions, and loss of sales and customers, causing our business and results to be impacted.
For example, increasing demand for content generated for consumption through other forms of media such as Amazon Prime Video, Disney+, HBO 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, 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.
We take measures to minimize the risk 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 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.
All of our stations are required to hold broadcasting licenses from the FCC; when granted, these licenses are generally granted for a period of eight years. Under certain circumstances, the 21 FCC is not required to renew any license and could decline to renew future license applications.
All of our stations are required to hold broadcasting licenses from the FCC; when granted, these licenses are generally granted for a period of eight years. Under certain circumstances, the FCC is not required to renew any license and could decline to renew future license applications.
Any future evaluations requiring an asset impairment charge for goodwill or other intangible assets would adversely affect future reported results of operations and shareholders’ equity, although such charges would not affect our cash flow. 22
Any future evaluations requiring an asset impairment charge for goodwill or other intangible assets would adversely affect future reported results of operations and shareholders’ equity, although such charges would not affect our cash flow.
Depending on the severity of the breach or cyber-attack, such events could result in business interruptions, disclosure of nonpublic information, loss of sales and customers, misstated financial data, liabilities for stolen assets or information, diversion of our management’s attention, transaction errors, processing inefficiencies, increased cybersecurity protection costs, litigation, and financial consequences, any or all of which could adversely affect our business operations and reputation.
Depending on the severity of the incident or cyber-attack, such events could result in business interruptions, disclosure of nonpublic information, loss of sales and customers, misstated financial data, liabilities for stolen assets or information, diversion of our management’s attention, transaction errors, processing inefficiencies, increased cybersecurity protection costs, litigation, and financial consequences, any or all of which could adversely affect our business operations and reputation.
Technology, particularly new video formats, streaming and downloading capabilities via the Internet, video-on-demand, personal video recorders 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 continues to evolve rapidly, leading to alternative methods for the delivery and storage of digital content.
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.
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.
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 2024, CBS-2028, ABC-2023 and Fox-2025. If renewed, our network affiliation agreements may be renewed on terms that are less favorable to us.
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.
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, 2022, we had approximately $3.09 billion in debt and approximately $1.49 billion of undrawn additional borrowing capacity under our revolving credit facility that expires in 2024.
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.
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 2022, 42% 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 many of which are beyond our control In 2023, 44% of our revenues were derived from non-political television spot and digital advertising.
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 addition to the operational risks described above, our informational technology systems are also exposed to increasing risks related to cybersecurity-related incidents.
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 addition to the operational risks described above, our information technology systems and infrastructure, and that of our vendors, are also exposed to increasing risks related to cybersecurity incidents.
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. These innovations may affect our ability to generate television audience, 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. 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.
During 2022, macroeconomic conditions, including rising interest rates, recent spikes in inflation rates, 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 2023.
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.
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, the Merger could affect our relationships with broadcast television networks and MVPDs.
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.
Cybersecurity attacks by third parties with malicious intent, including but not limited to, attacks on our or our vendors’ information technology infrastructure and unauthorized attempts to gain access to our confidential information, pose risks to our company.
Cybersecurity attacks by third parties with malicious intent, including but not limited to, attacks on these systems, pose risks to our company.
In addition, cybersecurity breaches could subject us to civil liability to customers and other third parties as well as fines and penalties imposed by governmental or regulatory authorities, which could be substantial. We maintain cyber risk insurance, but this insurance may be insufficient to cover all of our losses from breaches of our systems.
In addition, cybersecurity incidents could subject us to civil liability to customers and other third parties, as well as fines, penalties, or other legal recourse imposed by governmental or regulatory authorities, which could be substantial.
The value of our existing intangible assets may become impaired, depending upon future operating results Goodwill and other intangible assets were approximately $5.36 billion as of December 31, 2022, representing approximately 73% of our total assets.
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.
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. Our 2017 tax year is currently under examination by the Internal Revenue Service and the relevant federal statute of limitations remains open until November 30, 2023.
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.
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.
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.
Please see the Risk Factor titled “We will be subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to maintain relationships with employees, clients, customers, and others with whom we do business.” We operate our business in a single broadcast segment, which increases our exposure to the changes and highly competitive environment of the broadcast industry Broadcast companies operate in a highly competitive environment and compete for audiences, advertising and marketing services revenue and quality programming.
We operate our business in a single broadcast segment, which increases our exposure to the changes and highly competitive environment of the broadcast industry Broadcast companies operate in a highly competitive environment and compete for audiences, advertising and marketing services revenue and quality programming.
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Risks Related to the Merger The Merger is subject to the satisfaction of closing conditions, including conditions that may not be satisfied or completed on a timely basis, if at all. The consummation of the Merger is subject to a number of important closing conditions that make the closing and timing of the Merger uncertain.
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The measures we employ may not always be effective to prevent or detect cyber-attacks or incidents, and unauthorized access to our technology and confidential information may occur.
Removed
The conditions include, among others, (i) the approval of the Merger Agreement by the holders of at least a majority of the outstanding shares of our common stock entitled to vote thereon (which was received on May 17, 2022); (ii) the absence of any injunction or order by a court of competent jurisdiction in the United States or law in the United States having been adopted prohibiting the consummation of the Merger; (iii) the expiration or termination of all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the Merger and the transactions contemplated by that certain Contribution and Exchange Agreement entered into concurrently with the Merger Agreement by the Parent Restructuring Entities (the Contribution Agreement) (all such waiting periods have expired); (iv) the grant by the FCC of applications required to be filed with the FCC to obtain the approvals of the FCC pursuant to the Communications Act and FCC rules necessary to consummate the transactions contemplated by the Merger Agreement and the Contribution Agreement (the transactions contemplated by the Contribution Agreement, the Restructuring), including a petition for declaratory ruling under Section 310(b) of the Communications Act and the FCC’s rules governing foreign ownership with respect to the Merger and the Restructuring; (v) the accuracy of the representations and warranties contained in the Merger Agreement (subject to certain materiality qualifiers); (vi) the performance and compliance in all material respects by the parties of their respective covenants required by the Merger Agreement to be performed or complied with by such party prior to the effective time of the Merger (the Effective Time); and (vii) the absence of any “Company Material Adverse Effect” (as defined in the Merger Agreement) since September 30, 2021.
Added
We maintain cyber risk insurance, but this insurance may not cover, or may be insufficient to cover, all of our losses from incidents impacting our systems or those of our vendors.
Removed
We can provide no assurance that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, if all required consents and approvals are obtained and all closing conditions are satisfied (or waived, if applicable), we can provide no assurance as to the terms, conditions and timing of such consents and approvals or the timing of the completion of the Merger.
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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.
Removed
Many of the conditions to completion of the Merger are not within either our or the Parent Restructuring Entities’ control, and neither us nor the Parent Restructuring Entities can predict when or if these conditions will be satisfied (or waived, if applicable).
Added
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.
Removed
Any delay in completing the Merger could cause us not to realize some or all of the benefits that we expect to achieve if the Merger is successfully completed within its expected timeframe. 18 Failure to complete the Merger in a timely manner, or at all, could negatively impact our future business and our financial condition, results of operations and cash flows.
Added
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.
Removed
If the Merger is not completed for any reason, including as a result of the failure to obtain the required regulatory approvals, our shareholders will not receive any payment for their shares in connection with the Merger. Instead, TEGNA will remain an independent public company, and its shares will continue to be traded on the New York Stock Exchange.
Added
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.
Removed
Moreover, our ongoing business may be materially adversely affected and we would be subject to a number of risks, including the following: • we may experience negative reactions from the financial markets, including negative impacts on our stock price, and it is uncertain when, if ever, the price of the shares would return to the prices at which the shares currently trade; • we may experience negative publicity, which could have an adverse effect on our ongoing operations including, but not limited to, retaining and attracting employees, distribution partners, content partners, business clients, customers, providers, advertisers and others with whom we do business; • we will still be required to pay certain significant costs relating to the Merger, such as legal, accounting, financial advisor, printing and other professional services fees, which may relate to activities that we would not have undertaken other than in connection with the Merger; • the Merger Agreement places certain restrictions on the conduct of our business, which may have delayed or prevented us from undertaking business opportunities that, absent the Merger Agreement, we may have pursued; • matters relating to the Merger require substantial commitments of time and resources by our management, which could result in the distraction of management from ongoing business operations and pursuing other opportunities that could have been beneficial to us; and • litigation related to the Merger or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement.
Added
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.
Removed
If the Merger is not consummated, the risks described above may materialize and they may have a material adverse effect on our business operations, financial results and stock price, especially to the extent that the current market price of our common stock reflects an assumption that the Merger will be completed.
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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.
Removed
We are subject to certain restrictions in the Merger Agreement that may hinder operations pending the consummation of the Merger.
Added
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.
Removed
The Merger Agreement generally requires us to operate our business in the ordinary course pending consummation of the Merger and restricts us, without Community News Media LLC’s consent, from taking certain specified actions until the Merger is completed, subject to certain exceptions.
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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.
Removed
These restrictions may affect our ability to execute our business strategies and attain our financial and other goals and may impact our financial condition, results of operations and cash flows.
Added
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.
Removed
These restrictions could be in place for an extended period of time if the consummation of the Merger is delayed, which may delay or prevent us from undertaking business opportunities that, absent the Merger Agreement, we might have pursued, or from effectively responding to competitive pressures or industry developments.
Added
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.
Removed
Whether or not the Merger is completed, the pending Merger may disrupt our current plans and operations, which could have an adverse effect on our business and financial results. For these and other reasons, the pendency of the Merger could adversely affect our business and financial results.
Added
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.
Removed
We will be subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to maintain relationships with employees, clients, customers, and others with whom we do business.
Added
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.
Removed
In connection with the proposed Merger, our current and prospective employees may experience uncertainty about their future roles with the combined company following the Merger, which may materially adversely affect our ability to attract and retain key personnel while the Merger is pending.
Added
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.
Removed
Key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company following the Merger. Accordingly, no assurance can be given that we will be able to attract and retain key employees to the same extent that we have been able to in the past.
Added
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
Removed
If we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow and operate our business effectively. The proposed Merger further could cause disruptions to our business or business relationships, which could have an adverse impact on our results of operations.
Removed
Parties with which we have business relationships may experience uncertainty as to the future of such relationships and may delay or defer certain business decisions, seek alternative relationships with third parties or seek to alter their present business relationships with us. Parties with whom we otherwise may have sought to establish business relationships may seek alternative relationships with third parties.
Removed
The pursuit of the Merger and the preparation for the 19 integration may also place a significant burden on management and internal resources. The diversion of management’s attention away from day-to-day business concerns could adversely affect our financial results.
Removed
In addition, if macroeconomic conditions in the U.S. were to deteriorate there could be a significant adverse impact on our television spot and digital advertising revenues.
Removed
The 20 measures we employ may not be sufficient in preventing or timely detecting breaches or cyber-attacks due to the evolving nature and ever-increasing abilities of cyber-attackers.
Removed
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). This source of revenue represented approximately 47% of our 2022 total revenues.
Removed
We recently renewed distribution agreements with multiple major MVPDs. On occasion, we may not be able to agree on mutually acceptable terms when negotiating such renewals.
Removed
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. In addition, the Merger Agreement prohibits us from incurring, assuming, or guaranteeing any debt, subject to certain exceptions.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeA listing of our digital businesses locations can be found on page 17. 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.
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.
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 16. 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 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 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs a result of the announcement of the Merger Agreement on February 22, 2022, we have suspended share repurchases under this program. Dividend Policy Since 2017, we have been paying a regular quarterly cash dividend. We paid dividends totaling $84.8 million in 2022 and $78.5 million in 2021.
Biggest changeDividend Policy Since 2017, we have been paying a regular quarterly cash dividend. 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.
It assumes that dividends were reinvested monthly with respect to our common stock, daily with respect to the S&P 500 Index and monthly with respect to the peer group company.
It assumes that dividends were reinvested monthly with respect to our common stock, daily with respect to the S&P 500 Index and monthly with respect to the Peer Group companies.
The total returns of each peer group index also are weighted by market capitalization. The graph depicts representative results of investing $100 in our common stock, the S&P 500 Index, and the peer group index as of closing on December 31, 2017.
The total returns of our Peer Group index is also weighted by market capitalization. The graph depicts representative results of investing $100 in our common stock, the S&P 500 Index, and the Peer Group index as of closing on December 31, 2018.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our approximately 223.6 million outstanding shares of common stock were held by 5,720 shareholders of record as of February 17, 2023. Our shares are traded on the New York Stock Exchange (NYSE) with the symbol TGNA.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our approximately 176.1 million outstanding shares of common stock were held by 5,483 shareholders of record as of February 26, 2024. Our shares are traded on the New York Stock Exchange (NYSE) with the symbol TGNA.
Purchases of Equity Securities In December 2020, our Board of Directors authorized a new share repurchase program for up to $300.0 million of our common stock over the next three years. From 2020 through 2022, no shares were repurchased.
Purchases of Equity Securities In December 2020, our Board of Directors authorized a share repurchase program for up to $300.0 million of our common stock over three years, which expired on December 31, 2023. The now terminated Merger Agreement did not permit us to repurchase our common stock.
We expect to continue to pay our regular quarterly dividend of $0.095 per share through the closing of the Merger, which is the maximum rate and frequency permitted by the Merger Agreement. 23 Comparison of shareholder return – 2018 to 2022 The following graph compares the performance of our common stock during the period December 31, 2017, to December 31, 2022, with the S&P 500 Index, and a peer group index we selected.
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. 28 Comparison of Shareholder Return – 2019 to 2023 The following graph compares the performance of our common stock during the period December 31, 2018, to December 31, 2023, with the S&P 500 Index, and a peer group index we selected.
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INDEXED RETURNS Years Ending Company Name / Index 2017 2018 2019 2020 2021 2022 TEGNA Inc. 100 $79.03 $123.59 $105.49 $143.02 $166.22 S&P 500 Index 100 $95.62 $125.72 $148.85 $191.58 $156.88 Peer Group 100 $88.58 $121.26 $114.85 $139.81 $128.18
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As a result, we suspended share repurchases under this program in February 2022 upon entering into the Merger Agreement and subsequently resumed it after the Merger Agreement was terminated in 2023. In 2023 1.7 million shares were repurchased under this program at an average share price of $15.96 for an aggregate cost of $27.9 million.
Added
No shares were repurchased in 2022 or 2021. On June 2, 2023, we entered into our first accelerated share repurchase program (the first ASR) with JPMorgan Chase Bank, National Association (JPMorgan).
Added
Under the terms of the first ASR, we repurchased $300 million in TEGNA common stock from JPMorgan, with an initial delivery of approximately 15.2 million shares received on June 6, 2023, representing 80% ($240 million) of the value of the first ASR contract.
Added
The first ASR program was completed during the third quarter of 2023 at which time JPMorgan delivered an additional 3.1 million shares to us. The final share settlement was based on the average daily volume-weighted average price of TEGNA shares during the term of the first ASR program, less a discount, less the previously delivered 15.2 million shares.
Added
On November 9, 2023, we entered into a second accelerated share repurchase (the second ASR) program with JPMorgan. Under the terms of the ASR, we repurchased $325 million in TEGNA common stock from JPMorgan, with an initial delivery of approximately 17.3 million shares received on November 13, 2023, representing 80% ($260 million) of the value of the second ASR contract.
Added
The second ASR program was completed in February 2024, at which time JPMorgan delivered an additional 4.0 million shares to us. The share settlement was based on the average daily volume-weighted average price of TEGNA shares during the term of the second ASR program, less a discount, less the previously delivered 17.3 million shares.
Added
In December 2023, our Board of Directors authorized a new share repurchase program for up to $650.0 million of our common stock through December 31, 2025. The shares may be repurchased at management’s discretion, either on the open market or in privately negotiated block transactions. Management’s decision to repurchase shares will depend on price, blackout periods and other corporate developments.
Added
Purchases may occur from time to time and no maximum purchase price has been set. 27 The following table presents stock repurchases by the Company during the three-month period ended December 31, 2023 (in thousands, except per share amount): Period Total Number of Shares Purchased Average Price Paid per Share Total Number of shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs October 1, 2023 - October 31, 2023 — $ — — 272,086 (1) November 1, 2023 - November 30, 2023 17,264 15.06 17,264 337,086 (2) December 1, 2023 - December 31, 2023 — $ — — 715,000 (3) Total Fourth Quarter 2023 17,264 17,264 (1) Represents as of the beginning of the fourth quarter of 2023 the remaining value of the $300 million share repurchase program authorized by our Board of Directors in December 2020 which expired at the end of December 2023.
Added
In September 2023, we repurchased 1.7 million shares under this program at an aggregate cost of $27.9 million which resulted in $272.1 million remaining under the share repurchase program. (2) In the fourth quarter of 2023 we entered into a second ASR agreement with JPMorgan to repurchase TEGNA common stock with an aggregate value of $325 million.
Added
Under the terms of the ASR, we paid JPMorgan $325 million and received an initial delivery of approximately 17.3 million shares in November of 2023, representing approximately 80% ($260 million) of the value of the second ASR. The second ASR program was completed in February 2024, at which time we received an additional 4.0 million shares.
Added
The second ASR program was separately authorized by our Board of Directors and therefore did not impact the $300 million share repurchase program authorized by our Board of Directors in December 2020 described in Note 1 above.
Added
(3) Represents (i) the remaining $65 million (20% of the total value) under the second ASR program described in footnote 2 above and (ii) the new $650 million share repurchase program authorized by our Board of Directors in December 2023, which expires on December 31, 2025.
Added
The shares may be repurchased at management’s discretion, either on the open market or in privately negotiated block transactions. Management’s decision to repurchase shares will depend on price, blackout periods and other corporate developments. Purchases may occur from time to time and no maximum purchase price has been set.
Added
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 c lose of business on September 8, 2023.
Added
Capital Allocation Plan 2024 - 2025 In late February 2024, we announced that our Board of Directors approved a comprehensive capital allocation framework to support shareholder value creation that includes a predictable and sustained distribution of free cash flow to shareholders.
Added
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.
Added
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. Our new capital allocation framework incorporates the new share repurchase program authorized by our Board of Directors in December 2023, for up to $650.0 million of our common stock.
Added
This new share repurchase program expires on December 31, 2025. Our new capital allocation framework builds on our previous actions of returning capital to shareholders, with nearly $800 million of share repurchases and a 20 percent dividend increase committed to in 2023.
Added
Previously announced share repurchase commitments, including 8.6 million shares we received from Parent in connection with the termination of the Merger Agreement, resulted in the repurchase of approximately 50 million shares through the end of February 2024, which is approximately 22 percent of shares outstanding prior to these actions.
Added
As of December 31, 2023, we had repurchased a total of 45.9 million shares. We expect to return approximately $350 million of capital to shareholders in 2024, which is in addition to the previously announced ASR program which was completed in February 2024.
Added
INDEXED RETURNS Years Ending Company Name / Index 2018 2019 2020 2021 2022 2023 TEGNA Inc. 100 $156.37 $133.47 $180.96 $210.31 $155.89 S&P 500 Index 100 $131.49 $155.68 $200.37 $164.08 $207.21 Peer Group 100 $136.90 $129.66 $157.84 $144.71 $126.88

Item 7. Management's Discussion & Analysis

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

72 edited+56 added−35 removed49 unchanged
Biggest changeCash Flows The following table provides a summary of our cash flow information for the three years ended December 31, 2022 followed by a discussion of the key elements of our cash flows (in thousands): 2022 2021 2020 Cash at beginning of year $ 56,989 $ 40,968 $ 29,404 Operating activities: Net income 631,198 478,197 482,763 Depreciation, amortization and other non-cash adjustments 180,779 204,461 202,189 Pension contributions, net of expense (income) (3,487) (19,139) (10,400) (Increase) decrease in accounts receivable (15,365) (88,687) 27,474 Increase (decrease) in interest and taxes payable 15,330 (53,303) 66,466 Other, net 3,696 (19,917) 36,644 Net cash flows from operating activities 812,151 501,612 805,136 Investing activities: Purchase of property and equipment (51,333) (63,076) (45,499) Payments for acquisitions of businesses, net of cash acquired — (13,335) (34,841) All other investing activities 101 7,155 20,819 Net cash used for investing activities (51,232) (69,256) (59,521) Net cash used for financing activities (266,227) (416,335) (734,051) Net change in cash 494,692 16,021 11,564 Cash at end of year $ 551,681 $ 56,989 $ 40,968 Operating Activities Cash flow from operating activities was $812.2 million in 2022, compared to $501.6 million in 2021.
Biggest changeOther 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.
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 segment, Media, consists of a single reporting unit.
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 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 $16.0 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 $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).
With 64 television stations and two radio stations in 51 U.S. markets, we are the largest owner of top four network affiliates in the top 25 markets among independent station groups, reaching approximately 39% of U.S. television households. We also own leading multicast networks True Crime Network, Twist and Quest.
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.
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, 2020. etc.) and particularly in the second half of those years; and 4) other services, such as production of programming, tower rentals and distribution of our local news content.
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.
Significant judgment is required in determining our annual tax expense and in evaluating our tax positions. 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. 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.
The year-to-year comparison of financial results is not necessarily indicative of future results. In addition, see the section on page 30 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).
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).
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. 38
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
We estimate the fair value of our one reporting unit based on a market-based valuation methodology, which is primarily based on our consolidated market capitalization plus a control premium. In the fourth quarter of 2022 we completed our annual goodwill impairment test for our reporting unit.
We estimate the fair value of our one reporting unit based on a market-based valuation methodology, which is primarily based on our consolidated market capitalization plus a control premium. In the fourth quarter of 2023, we completed our annual goodwill impairment test for our reporting unit.
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 2022.
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.
In 2022, we elected not to perform the optional qualitative assessment of goodwill and instead performed the quantitative impairment test. When performing the quantitative test, we determine the fair value of the reporting unit and compare it to the carrying amount, including goodwill.
In 2023, we elected not to perform the optional qualitative assessment of goodwill and instead performed the quantitative impairment test. When performing the quantitative test, we determine the fair value of the reporting unit and compare it to the carrying amount, including goodwill.
FINANCIAL POSITION Liquidity and capital resources Our operations have historically generated strong positive cash flow which, along with availability under our existing revolving credit facility and cash and cash equivalents on hand, have been sufficient to fund our capital expenditures, interest payments, dividends, investments in strategic initiatives and other operating requirements.
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.
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.
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.
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 2022 (with all other assumptions held constant) would have decreased or increased plan obligations by approximately $ 18.5 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.
This commentary should be read in conjunction with our consolidated financial statements and the remainder of this Form 10-K. Goodwill: As of December 31, 2022, our goodwill balance was $2.98 billion and represented approximately 41% of our total assets.
This commentary should be read in conjunction with our consolidated financial statements and the remainder of this Form 10-K. Goodwill: As of December 31, 2023, our goodwill balance was $2.98 billion and represented approximately 43% of our total assets.
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). 2022 vs. 2021 Corporate general and administrative expenses decreased $8.0 million in 2022.
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.
Changes in the expected long-term return on plan assets would increase or decrease pension plan expense. For 2022, we assumed a rate of 3.75% 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 2023, we assumed a rate of 5.75% for our long-term expected return on pension assets used for our TRP plan.
We discuss Adjusted EBITDA (with and without corporate expenses), a non-GAAP financial performance measure that we believe offers a useful view of the overall operation of our businesses.
We 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.
As of December 31, 2022, we had total programming commitments of $2.83 billion, of which $862.5 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, 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.
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 Statement of Income. For the December 31, 2022 measurement, the assumption used for the discount rate was 5.50% 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, 2023 measurement, the assumption used for the discount rate was 5.20% for our TRP and SERP plans.
The latter two factors involve the exercise of significant judgment. As of December 31, 2022, deferred tax asset valuation allowances totaled $26.3 million, primarily related to minority investments, federal and state interest disallowance carryforwards, accrued compensation costs, state net operating loss carryforwards, and state capital loss carryforwards.
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.
For a comparative discussion of our results of operations for the years ended December 31, 2021 and December 31, 2020, 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, 2021, filed with the SEC on March 1, 2022.
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 changes in our cash flow comparing the years ended December 31, 2021 and December 31, 2020, see “Part II, Item 7. Financial Position” of our annual report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022.
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.
Free cash flow is calculated as non-GAAP Adjusted EBITDA (as defined above), further adjusted by adding back (1) stock-based compensation, (2) non-cash 401(k) company match, (3) syndicated programming amortization, (4) dividends received from equity method investments, (5) reimbursements from spectrum repacking and (6) proceeds from company-owned life insurance policies.
Free cash flow is calculated as Adjusted EBITDA (as defined above), further adjusted by adding back (1) employee awards stock-based compensation, (2) Company stock 401(k) match contributions, (3) syndicated programming amortization, (4) dividends received from equity method investments, (5) reimbursements from spectrum repacking, (6) proceeds from company-owned life insurance policies and (7) interest income.
As of December 31, 2022, we were in compliance with all covenants contained in our debt agreements and credit facility and our leverage ratio, calculated in accordance with our revolving credit agreement, w as 2.38x, well below the permitted leverage ratio of less than 4.50x.
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.
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, 2022, amounts due under these contracts were approximately $266.7 million, of which approximately $149.0 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, 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.
Our common stock outstanding as of December 31, 2022, totaled 223,448,206 shares, compared with 221,406,177 shares as of December 31, 2021. 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.
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.
The network affiliation agreements have multi-year terms. 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). These contracts typically cover a period of up to five years, with payments typically made over several years.
As such, in addition to one year ago comparisons, our management team and Board of Directors also review current period operating results compared to the same period two years ago (e.g., 2022 vs. 2020).
As such, in addition to year-over-year comparisons, our management team and Board of Directors also review current period operating results compared to the same period two years ago (e.g., 2023 vs. 2021).
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 2022 by approximately $2.6 million.
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.
The strong demand for advertising from political advertisers in these even years can result in the significant use of our available inventory (leading to a “crowd out” effect), which can diminish our AMS revenue in the even year of a two year election cycle, particularly in the fourth quarter of those years. 25 Consolidated Results from Operations The following discussion is a comparison of our consolidated results on a GAAP basis.
The strong demand for advertising from political advertisers in these even years can result in the significant use of our available inventory (leading to a “crowd out” effect), which can diminish our AMS revenue in the even year of a two year election cycle, particularly in the fourth quarter of those years.
The following 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, 2022 2023 $ — 2024 — 2025 — 2026 550,000 2027 440,000 Thereafter 2,100,000 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.
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.
We define Adjusted EBITDA as net income attributable to TEGNA before (1) net (income) loss attributable to redeemable noncontrolling interest, (2) income taxes, (3) interest expense, (4) equity (loss) income in unconsolidated investments, net, (5) other non-operating items, net, (6) M&A-related costs, (7) advisory fees related to activism defense, (8) spectrum repacking reimbursements and other, net, (9) depreciation and (10) amortization.
We 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.
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, 2022 GAAP measure M&A-related costs Other non-operating items Spectrum repacking reimbursements and other Special tax items Non-GAAP measure Corporate - General and administrative expenses $ 60,108 $ (20,517) $ — $ — $ — $ 39,591 Spectrum repacking reimbursements and other, net (323) — — 323 — — Operating expenses 2,288,613 (20,517) — 323 — 2,268,419 Operating income 990,632 20,517 — (323) — 1,010,826 Other non-operating items, net 21,431 — (18,308) — — 3,123 Total non-operating expenses (157,064) — (18,308) — — (175,372) Income before income taxes 833,568 20,517 (18,308) (323) — 835,454 Provision for income taxes 202,370 233 168 (78) (4,529) 198,164 Net income attributable to TEGNA Inc. 630,469 20,284 (18,476) (245) 4,529 636,561 Earnings per share - diluted (a) $ 2.81 $ 0.09 $ (0.08) $ — $ 0.02 $ 2.83 (a) Per share amounts do not sum due to rounding.
Special Items Year ended Dec. 31, 2022 GAAP measure M&A-related costs Asset impairment and other Other non-operating items Special tax items Non-GAAP measure Corporate - General and administrative expenses $ 60,108 $ (20,517) $ — $ — $ — $ 39,591 Asset impairment and other (323) — 323 — — — Operating expenses 2,288,613 (20,517) 323 — — 2,268,419 Operating income 990,632 20,517 (323) — — 1,010,826 Other non-operating items, net 14,509 — — (18,308) — (3,799) Total non-operating expenses (157,064) — — (18,308) — (175,372) Income before income taxes 833,568 20,517 (323) (18,308) — 835,454 Provision for income taxes 202,370 233 (78) 168 (4,529) 198,164 Net income attributable to TEGNA Inc. 630,469 20,284 (245) (18,476) 4,529 636,561 Earnings per share - diluted (a) $ 2.81 $ 0.09 $ — $ (0.08) $ 0.02 $ 2.83 (a) Per share amounts do not sum due to rounding. 38 Non-GAAP consolidated results The following is a comparison of our as adjusted non-GAAP financial results for certain line items between 2023 and 2022.
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. 33 Contractual obligations An important use of our liquidity pertains to purchasing programming rights.
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.
Depreciation expense 2022 vs. 2021 Depreciation expense decreased $3.6 million in 2022 due to the expense impact of certain assets reaching the end of their assumed useful lives being more significant than the impact of new assets being placed into service. 2022 vs. 2020 Depreciation expense decreased $5.7 million in 2022 due to the expense impact of certain assets reaching the end of their assumed useful lives being more significant than the impact of new assets being placed into service.
Depreciation expense 2023 vs. 2022 Depreciation expense decreased $1.4 million in 2023 due to the expense impact of certain assets reaching the end of their assumed useful lives being more significant than the impact of new assets being placed into service. Amortization of intangible assets 2023 vs. 2022 Intangible asset amortization expense decreased $6.4 million in 2023.
Most of our stations have network affiliations agreements with major broadcast networks (ABC, CBS, Fox, and NBC). 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.
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.
The increase was mainly due to a $37.7 million increase in selling costs, primarily sales compensation, driven by growth in advertising revenue. 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.
The decrease was primarily due to decreases in sales compensation driven by a decline in advertising revenue and lower stock-based compensation expense. 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.
If that is the case, then we do not need to perform the quantitative analysis. The qualitative assessment considers trends in macroeconomic conditions, industry and market conditions, cost factors and overall financial performance of the indefinite lived asset. In 2022, we elected to perform the quantitative assessment for certain FCC licenses which have experienced limited headroom in recent years.
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.
This increase was primarily driven by the operational factors discussed above within the revenue and operating expense fluctuation explanation sections, most notably, the increase in political revenue due to the mid-term elections and subscription revenue from annual rate increases under existing and newly renegotiated retransmission agreements. 32 Free cash flow reconciliation Reconciliations from “Net income attributable to TEGNA Inc.” to “Free cash flow” are presented below (in thousands): Two-year period ended Dec. 31, 2022 2021 Net Income attributable to TEGNA Inc.
This decrease was primarily driven by the operational factors discussed above within the revenue and operating expense fluctuation explanation sections, most notably, the decrease in political and AMS revenues and the increase in programming expenses. 39 Free cash flow reconciliation Reconciliations from “Net income attributable to TEGNA Inc.” to “Free cash flow” are presented below (in thousands): Two-year period ended Dec. 31, 2023 2022 Net income attributable to TEGNA Inc.
Percentage of total operating expenses Expense Category 2022 2021 2020 Programming expenses 41.6% 41.2% 40.1% Payroll expenses 24.7% 25.8% 26.7% Non-operating income and expense Equity income: This income statement category reflects earnings or losses from investments that we account for using the equity method of accounting.
Percentage of total operating expenses Expense Category 2023 2022 2021 Programming expenses 45.7% 41.6% 41.2% Employee compensation 32.8% 30.9% 32.2% Non-operating (expense) income 2023 vs. 2022 Equity loss in unconsolidated investments (net): This income statement category reflects earnings or losses from investments that we account for using the equity method of accounting.
The results of the test indicated that the estimated fair value of our reporting unit exceeded its carrying value by more than 20 percent. Accordingly, we believe that the reporting unit is not at risk of triggering a goodwill impairment in the foreseeable future. Impairment assessment inherently involves management judgments regarding the assumptions described above.
The results of the test indicated that the estimated fair value of our reporting unit exceeded its carrying value by more than 20 percent. Impairment assessment inherently involves management judgments regarding the assumptions described above. Fair value of the reporting unit also depends on the future strength of the economy in our principal media markets.
The decrease is due to certain assets reaching the end of their assumed useful lives and therefore becoming fully amortized. Spectrum repacking reimbursements and other, net 2022 vs. 2021 We had other net gains of $0.3 million in 2022 compared to net gains of $2.3 million in 2021.
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.
Like Adjusted EBITDA, free cash flow is not intended to be a measure of cash flow available for management’s discretionary use. 30 Discussion of special charges and credits affecting reported results: Our results during 2022 and 2021 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, 2022: • Spectrum repacking reimbursements and other, net consisting of gains due to reimbursements from the FCC for required spectrum repacking; • M&A-related costs; • Other non-operating items consisting of a gain recognized on an available-for-sale investment and an impairment charge related to another investment; and • Tax expense, net, associated with establishing a valuation allowance on a deferred tax asset related to an equity method investment.
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.
A consolidated summary of our results is presented below (in thousands, except per share amounts): 2022 2021 Change from 2021 2020 Change from 2020 Revenues: $ 3,279,245 $ 2,991,093 10% $ 2,937,780 12% Operating expenses: Cost of revenues 1,693,221 1,598,759 6% 1,503,287 13% Business units - Selling, general and administrative expenses 414,530 396,446 5% 365,601 13% Corporate - General and administrative expenses 60,108 68,127 (12%) 73,295 (18%) Depreciation 61,195 64,841 (6%) 66,880 (9%) Amortization of intangible assets 59,882 63,011 (5%) 67,690 (12%) Spectrum repacking reimbursements and other, net (323) (2,307) (86%) (9,955) (97%) Total 2,288,613 2,188,877 5% 2,066,798 11% Operating income 990,632 802,216 23% 870,982 14% Non-operating income (expense): Equity (loss) income in unconsolidated investments, net (4,473) (9,713) (54%) 10,397 *** Interest expense (174,022) (185,650) (6%) (210,294) (17%) Other non-operating items, net 21,431 6,825 *** (34,029) *** Total (157,064) (188,538) (17%) (233,926) (33%) Income before income taxes 833,568 613,678 36% 637,056 31% Provision for income taxes 202,370 135,481 49% 154,293 31% Net Income $ 631,198 $ 478,197 32% $ 482,763 31% Earnings per share-basic $ 2.82 $ 2.15 31% $ 2.20 28% Earnings per share-diluted $ 2.81 $ 2.14 31% $ 2.19 28% *** Not meaningful 26 Revenues Our Subscription revenue category includes revenue earned from cable and satellite providers for the right to carry our signals and from OTT streaming services for the distribution of TEGNA stations on their streaming platform.
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.
As of December 31, 2022, 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.
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.
Changes between the periods are driven by the same factors summarized above in the “Results of Operations” section within Management’s Discussion and Analysis of Financial Condition and Results of Operations (in thousands, except per share amounts). 2022 Change 2021 Adjusted operating expenses $ 2,268,419 4% $ 2,170,835 Adjusted operating income 1,010,826 23% 820,258 Adjusted other non-operating income 3,123 (57%) 7,332 Adjusted total non-operating (expense) (175,372) (7%) (188,031) Adjusted income before income taxes 835,454 32% 632,227 Adjusted provision for income taxes 198,164 29% 153,492 Adjusted net income attributable to TEGNA Inc. 636,561 33% 477,493 Adjusted earnings per share - diluted $ 2.83 32% $ 2.15 Adjusted EBITDA - Non-GAAP Reconciliations of Adjusted EBITDA (inclusive and exclusive of Corporate expenses) to net income attributable to TEGNA Inc. presented in accordance with GAAP on our Consolidated Statements of Income is presented below (in thousands): 2022 Change 2021 Net income attributable to TEGNA Inc.
Changes between the periods are driven by the same factors summarized above in the “Consolidated Results from Operations” section within Management’s Discussion and Analysis of Financial Condition and Results of Operations (in thousands, except per share amounts). 2023 Change 2022 Adjusted operating expenses $ 2,281,826 1% $ 2,268,419 Adjusted operating income 629,104 (38%) 1,010,826 Adjusted other non-operating expense (8,319) *** (3,799) Adjusted total non-operating expense (152,808) (13%) (175,372) Adjusted income before income taxes 476,296 (43%) 835,454 Adjusted provision for income taxes 112,921 (43%) 198,164 Adjusted net income attributable to TEGNA Inc. 363,752 (43%) 636,561 Adjusted earnings per share - diluted $ 1.74 (39%) $ 2.83 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): 2023 Change 2022 Net income attributable to TEGNA Inc.
The aggregate carrying value of such licenses is $412.2 million. No impairment charges were recorded as a result of this analysis. We performed the optional qualitative assessment for all of our other FCC licenses, which represented an aggregate carrying value of $1.71 billion.
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.
A further discussion of our borrowing and related interest cost is presented in the “Liquidity and capital resources” section of this report beginning on page 33 and in Note 5 to the consolidated financial statements.
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.
The following table summarizes the year-over-year changes in our revenue categories (in thousands): 2022 2021 Change from 2021 2020 Change from 2020 Subscription $ 1,530,402 $ 1,466,433 4% $ 1,286,611 19% Advertising & Marketing Services 1,363,417 1,428,082 (5%) 1,174,774 16% Political 341,110 60,573 *** 445,535 (23%) Other 44,316 36,005 23% 30,860 44% Total revenues $ 3,279,245 $ 2,991,093 10% $ 2,937,780 12% 2022 vs. 2021 Total revenues increased $288.2 million in 2022.
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 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.
This included reviewing trends in market revenues, market share, profit margins, long-term expected growth rates, and changes in inputs to the discount rate. The results of our qualitative procedures showed no material adverse change in inputs that would indicate that an impairment exists since the last quantitative test of these assets.
Instead, they are tested for impairment annually (on the first day of our fourth quarter), or more often if circumstances dictate, for impairment and written down to fair value as required. 36 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.
Because these licenses are considered indefinite lived intangible assets we do not amortize them. Instead, they are tested for impairment annually (on the first day of our fourth quarter), or more often if circumstances dictate, for impairment and written down to fair value as required.
(GAAP basis) $ 1,107,424 $ 959,733 Plus: Provision for income taxes 337,851 289,774 Plus: Interest expense 359,672 395,944 Plus: M&A-related costs 24,255 8,326 Plus: Depreciation 126,036 131,721 Plus: Amortization 122,893 130,701 Plus: Stock-based compensation 61,996 51,821 Plus: Company stock 401(k) contribution 35,803 33,611 Plus: Syndicated programming amortization 139,482 141,752 Plus: Reimbursement from Company-owned life insurance policies 1,929 1,005 Plus: Workforce restructuring expense — 1,021 Plus: Advisory fees related to activism defense 16,611 39,698 Plus: Cash dividend from equity investments for return on capital 5,633 11,806 Plus: Cash reimbursements from spectrum repacking 5,265 18,122 Plus: Net income attributable to redeemable noncontrolling interest 1,971 1,227 Plus (Less): Equity income (loss) in unconsolidated investments, net 14,186 (684) (Less) Plus: Other non-operating items, net (28,256) 27,204 Less: Income tax payments (350,259) (264,053) Less: Spectrum repacking reimbursement and other, net (2,630) (12,262) Less: Syndicated programming payments (139,252) (147,305) Less: Pension contributions (12,125) (11,470) Less: Interest payments (347,336) (380,569) Less: Purchases of property and equipment (114,409) (108,575) Free cash flow (non-GAAP basis) $ 1,366,740 $ 1,318,548 Revenue $ 6,270,338 $ 5,928,873 Free cash flow as a % of revenue 21.8 % 22.2 % Our free cash flow, a non-GAAP performance measure, was $1.37 billion and $1.32 billion for the two-year periods ended December 31, 2022 and 2021, respectively.
(GAAP basis) $ 1,107,193 $ 1,107,424 Plus: Provision for income taxes 332,569 337,851 Plus: Interest expense 346,926 359,672 Plus: M&A-related costs 40,365 24,255 Plus: Depreciation 120,964 126,036 Plus: Amortization of intangible assets 113,349 122,893 Plus: Employee awards stock-based compensation 54,978 61,996 Plus: Company stock 401(k) match contributions 37,290 35,803 Plus: Syndicated programming amortization 121,866 139,482 Plus: Reimbursement from Company-owned life insurance policies 1,879 1,929 Plus: Advisory fees related to activism defense — 16,611 Plus: Retention costs, cash portion 4,448 — Plus: Cash dividend from equity investments for return on capital 500 5,633 Plus: Cash reimbursements from spectrum repacking 323 5,265 Plus: Net income attributable to redeemable noncontrolling interest 352 1,971 Plus: Equity loss in unconsolidated investments, net 5,350 14,186 Plus (Less): Asset impairment and other 3,036 (2,630) Less: Other non-operating items, net (31,999) (21,332) Less: Income tax payments, net of refunds (297,233) (350,259) Less: Merger termination fee (136,000) — Less: Syndicated programming payments (121,582) (139,252) Less: Pension contributions (9,621) (12,125) Less: Interest payments (333,665) (347,336) Less: Purchases of property and equipment (106,027) (114,409) Free cash flow (non-GAAP basis) $ 1,255,261 $ 1,373,664 Revenue $ 6,190,175 $ 6,270,338 Free cash flow as a % of revenue 20.3 % 21.9 % Our free cash flow, a non-GAAP performance measure, was $1.26 billion and $1.37 billion for the two-year periods ended December 31, 2023 and 2022, respectively.
We believe this comparison will also provide useful information to investors, and therefore, we have supplemented our prior year comparison of consolidated results to also include a comparison against 2020 results (through operating income).
We believe this comparison provides useful information to investors, and therefore, have supplemented our prior year comparison of consolidated results to also include a comparison against 2021 results for certain financial statement line items most impacted by political advertising, including revenue, operating income and net income.
As of December 31, 2022, 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. 35 Capital stock In December 2020, our Board of Directors authorized a new share repurchase program for up to $300.0 million of our common stock over the next three years.
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.
The net increase was primarily due to $243.8 million growth in subscription revenue mainly due to annual rate increases under existing and newly renegotiated retransmission agreements, partially offset by declines in subscribers.
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 .
Net income Net income and related per share amounts are presented in the table below (in thousands, except per share amounts): 2022 Change 2021 Net income $ 631,198 32% $ 478,197 Per basic share $ 2.82 31% $ 2.15 Per diluted share $ 2.81 31% $ 2.14 Our 2022 earnings per share were higher than 2021 due to the factors discussed above including, most notably, the increase in political revenue due to contested primaries and the mid-term elections and increase in subscription revenue, partially offset by declines in AMS revenue due to macroeconomic headwinds and the crowd out effect of political revenue. 29 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.
Net income Net income and related per share amounts are presented in the table below (in thousands, except per share amounts): 2023 2022 Change from 2022 2021 Change from 2021 Net income $ 476,347 $ 631,198 (25%) $ 478,197 —% Per basic share 2.29 2.82 (19%) 2.15 7% Per diluted share $ 2.28 $ 2.81 (19%) $ 2.14 7% 34 2023 vs 2022 Our 2023 net income and earnings per share were lower than 2022 due to the factors discussed above including, most notably, a decrease in political and AMS revenue and an increase in programming expenses, partially offset by the Merger termination fee received in the second quarter of 2023.
Our total Adjusted EBITDA increased $183.8 million or 19% in 2022 compared to 2021.
Our total Adjusted EBITDA decreased $389.6 million or 34% in 2023 compared to 2022.
Future interest payments on the revolving credit facility are not known with certainty as payments into and out of the credit facility can change daily and interest payments are based on variable interest rates. Under our revolving credit agreement, we have the ability to draw loans based on two different interest rate indices, one of which is LIBOR based.
Under our revolving credit facility, we have the ability to draw loans based on two different interest rate indices, one of which was previously based on the London Interbank Offered Rate (LIBOR).
On February 22, 2022, we entered into the Merger Agreement with Parent, Merger Sub, and solely for purposes of certain provisions specified therein, other subsidiaries of Parent, certain affiliates of Standard General and CMG and certain of its subsidiaries. See Part I, Item 1, “Business” and Item 1A, “Risk Factors”.
Terminated Merger Agreement On February 22, 2022, we entered into an Agreement and Plan of Merger (as amended, the Merger Agreement), with Teton Parent Corp., a newly formed Delaware corporation (Parent), Teton Merger Corp., a newly formed Delaware corporation and an indirect wholly owned subsidiary of Parent, and solely for purposes of certain provisions specified therein, other subsidiaries of Parent, certain affiliates of Standard General L.P., a Delaware limited partnership and CMG Media Corporation, a Delaware corporation, and certain of its subsidiaries.
Programming and payroll expense trends Programming and payroll expenses are the two largest elements of our operating expenses, and are summarized below, expressed as a percentage of total operating expenses. Programming expenses as a percentage of total operating expenses have increased due to an increase in reverse compensation payments to our network affiliation partners.
Programming expenses as a percentage of total operating expenses have increased due to an increase in reverse compensation payments to our network affiliation partners. Employee compensation includes wages, commissions, bonuses, stock-based compensation and benefits. Employee compensation as a percentage of total operating expenses increased during 2023 as a result of retention costs following the termination of the Merger Agreement.
See “Note 5 Long-term debt” to our consolidated financial statements for a table summarizing the components of our long-term debt. While the Merger Agreement permits borrowings under our revolving credit facility, we did not have any outstanding borrowings under our revolving credit facility as of December 31, 2022.
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.
A 50 basis points increase or decrease in this discount rate would have decreased or increased total pension plan expense for 2022 by approximately $0.6 million. 37 Income Taxes : Our annual tax rate is based on our income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which we operate.
Income Taxes : Our annual tax rate is based on our income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which we operate.
Partially offsetting the increase were tax benefits from the utilization of capital loss carryforwards in connection with certain transactions and the release of the associated valuation allowance. 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.
The 2022 activity is related to reimbursements received from the FCC for required spectrum repacking.
The 2022 activity was related to reimbursements received from the Federal Communications Commission (FCC) for required spectrum repacking. Merger termination fee In the second quarter of 2023, we terminated the Merger Agreement.
This increase was primarily due to a $122.6 million growth in programming costs driven by rate increases under existing and newly renegotiated affiliation agreements and growth in subscription revenue (certain programming costs are linked to such revenues). Higher digital expenses of $45.4 million driv en by growth in Premion also contributed to the increase.
This increase was primarily due to a $43.1 million growth in programming costs driven by rate increases under existing affiliation agreements.
Also contributing to the increase in operating cash flow was a favorable change in accounts receivable of $73.3 million, primarily due to timing of cash payments related to AMS revenue and an increase in subscription revenue.
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.
(GAAP basis) $ 630,469 32% $ 476,955 Plus: Net income attributable to redeemable noncontrolling interest 729 (41%) 1,242 Plus: Provision for income taxes 202,370 49% 135,481 Plus: Interest expense 174,022 (6%) 185,650 Plus: Equity loss in unconsolidated investments, net 4,473 (54%) 9,713 Less: Other non-operating items, net (21,431) *** (6,825) Operating income (GAAP basis) $ 990,632 23% $ 802,216 Plus: M&A-related costs 20,517 *** 3,738 Plus: Advisory fees related to activism defense — (100) 16,611 Less: Spectrum repacking reimbursements and other, net (323) (86%) (2,307) Adjusted operating income (non-GAAP basis) $ 1,010,826 23% $ 820,258 Plus: Depreciation 61,195 (6%) 64,841 Plus: Amortization of intangible assets 59,882 (5%) 63,011 Adjusted EBITDA (non-GAAP basis) $ 1,131,903 19% $ 948,110 Corporate - General and administrative expense (non-GAAP basis) 39,591 (17%) 47,778 Adjusted EBITDA, excluding Corporate (non-GAAP basis) $ 1,171,494 18% $ 995,888 *** Not meaningful Adjusted EBITDA margin was 36% (without corporate expense) and 35% including corporate expense.
(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.
These increases were partially offset by a year over year unfavorable change in accounts payable of $11.8 million. 34 Investing Activities Cash flow used for investing activities was $51.2 million in 2022, compared to $69.3 million in 2021.
Investing Activities Cash flow used for investing activities was $28.0 million in 2023, compared to $51.2 million in 2022.
Other non-operating items, net: Other non-operating items increased $14.6 million from a net income of $6.8 million in 2021 to a net income of $21.4 million in 2022.
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.
Equity loss decreased from $9.7 million in 2021 to a loss of $4.5 million in 2022. The 2022 and 2021 losses were primarily due to equity losses from our CareerBuilder investment. Interest expense: Interest expense decreased $11.6 million in 2022 as compared to 2021, primarily due to a lower average outstanding total debt balance, partially offset by higher interest rates.
Equity loss decreased from $4.5 million in 2022 to $0.9 million in 2023. The decrease is due to the absence in 2023 of equity losses from our CareerBuilder investment as a result of our carrying value in the investment being reduced to zero causing the suspension of recording losses.
Business units - Selling, general and administrative expenses 2022 vs. 2021 Business unit selling, general, and administrative (SG&A) expenses increased $18.1 million in 2022 . The increase was mainly due to a $14.6 million increase in selling costs, primarily sales compensation, driven by growth in advertising revenue.
This increase was partially offset by lower digital expenses of $24.6 million, driven in part by the loss of a large national account in our Premion business. 32 Business units - Selling, general and administrative expenses 2023 vs. 2022 Business unit selling, general, and administrative expenses decreased $2.5 million in 2023 .
Removed
The net increase was primarily due to $280.5 million growth in political revenue due to contested primaries and the mid-term elections. Also contributing to the increase was $64.0 million growth in subscription revenue primarily due to annual rate increases under existing agreements, partially offset by declines in subscribers. Partially offsetting these increases was a $64.7 million decline in AMS revenue.
Added
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.
Removed
The decline in revenue was partially due to the crowd out effect of political revenue as well as the cyclical difference from the Summer Olympics in 2021 compared to Winter Olympics in 2022. Additionally, macroeconomic headwinds negatively impacted AMS revenue. 2022 vs. 2020 Total revenues increased $341.5 million in 2022.
Added
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. 30 Consolidated Results from Operations The following discussion is a comparison of our consolidated results on a GAAP basis.
Removed
Also contributing was $188.6 million growth in AMS revenue reflecting higher demand for advertising despite current macroeconomic headwinds in 2022 (as fiscal year 2020 was adversely impacted by reduced demand due to the COVID-19 pandemic).
Added
The decrease was primarily due to a $295.3 million decrease in political revenue due to the absence in 2023 of the contested primaries and mid-term election cycle that occurred in 2022.
Removed
These increases were partially offset by a $104.4 million decrease in political revenue primarily due to 2020 being a presidential election year as well as having two Georgia Senate runoffs. Cost of revenues 2022 vs. 2021 Cost of revenu es increased $94.5 million in 2022 .
Added
Additionally, AMS revenue was down $73.5 million, reflecting softer demand for advertising due to macroeconomic headwinds as well as the loss of a large national account in our Premion business. AMS revenue was also negatively impacted by the absence of the Winter Olympics and the Super Bowl airing in 2023 on FOX, our smallest network affiliate partner.

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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 changeAs of December 31, 2022, 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 expires in August 2024. Any amounts borrowed under the revolving credit facility in the future are subject to a variable rate.
Biggest changeAs 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.
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. 39
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
Added
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 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.
Added
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.

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