TEGNA Inc. Annual Report 2019

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FY2019 Annual Report · TEGNA Inc.

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2019 ANNUAL REPORT

2019 Annual Report // b

2019 Results

Revenue Growth to

4%
$2.3B

20%

Subscription Revenue Growth

+$700M

Adjusted EBITDA in 2019*

$2.1B

Bonds issued to refinance debt
at historically low rates and
increase financial flexibility1

Superior 1- and 2-Year TSR2 Since Becoming a Pure-Play Broadcasting Company

1-Year
(2019)

2-Year
(2018-2019)

3.1%

29.0%

23.6%

56.4%

TEGNA

Peer Median

* “Adjusted EBITDA,” a non-GAAP measure, is defined as net income attributable to the Company before (1) provision for income taxes, (2) interest expense,

(3) equity income (loss) in unconsolidated investments, net, (4) other non-operating items, net, (5) severance expenses, (6) acquisition-related costs,
(7) FCC spectrum repacking reimbursements and other, (8) depreciation and (9) amortization.

1 Includes $1.0B bond issuance, closed January 9, 2020.
2 Total shareholder return includes impact of stock price performance and reinvested dividends. Peer set is E.W. Scripps, Gray TV, Meredith, Nexstar and Sinclair.

Five Pillars of Value Creation Driving Strong Growth

Best-in-class
operator

Aggressive pursuit
of accretive M&A

Growth through
innovation and
adjacent businesses

Leverage balance
sheet strength

Free cash flow
generation &
balanced capital
allocation

2020 Annual Guidance1

Subscription Revenue

Political Revenue

Non-GAAP Corporate Expense

Depreciation

Amortization

Interest Expense

Capital Expenditure2
Non-Recurring Capital Expenditure3

Effective Tax Rate

Net Leverage Ratio

FCF as % of Revenue
2019 / 2020
2020 / 2021

+ Mid 20s percent

> $300M

$41M - $43M

$66M - $69M

$73M - $75M

$220M - $225M

$62M - $66M
$20M - $24M

23.5% - 24.5%

~4.0x by year-end (4.6x by mid-year)

19% - 20%
19% - 20%

• Mid-to-high twenties revenue growth in 2021

• Political + subscription will exceed 50% of revenue

2021 Key Financial Metrics

compared to 2019 (prior non-election cycle odd year)

• Projected 2021 subscription and advertising and

marketing services revenue growth will all but offset
2020 political revenues (as guided)

on a 2-year basis, producing annuity-like EBITDA and
cash flow

• 2021 Adjusted EBITDA margin is expected to be in line
with 2019 margins, benefitting from roughly $50 million
in incremental cost saving pull through from initiatives
already underway

1 Includes legacy TEGNA business and multicast networks Justice and Quest, Dispatch stations and Nexstar/Tribune station acquisitions subsequent to their

acquisition dates; assumes no additional M&A or share repurchases. The Company is not able to reconcile the Non-GAAP Corporate Expense and Free Cash
Flow related guidance measures above to their comparable GAAP financial measures without unreasonable efforts because certain information necessary to
calculate such measures on a GAAP basis is unavailable, dependent on future events outside of our control and cannot be predicted. See page 23 in the
Company’s Form 10-K filed March 2, 2020 for more information.

2 Prior to reimbursements for FCC spectrum repacking costs.
3 Approximately $7 million related to FCC spectrum repacking reimbursements; remaining are investments in efficiency projects.

2019 Annual Report // 1

TEGNA Inc. is a media company that serves the greater good of our communities. TEGNA tells empowering stories,
conducts impactful investigations and delivers innovative marketing solutions. With 62 television stations in 51 markets,
TEGNA is the largest owner of top four affiliates in the top 25 markets among independent station groups, reaching
approximately 39 percent of all television households nationwide. TEGNA also owns leading multicast networks Justice
Network and Quest. TEGNA Marketing Solutions (TMS) offers solutions to help businesses reach consumers across
television, email, social and over-the-top (OTT) platforms, including Premion, TEGNA’s OTT advertising service. For
more information, visit www.TEGNA.com.

Stations

Markets

2019 JOURNALISM AWARDS

News &
Documentary
Emmy® Awards

Only local station
group to receive
News & Documentary
Emmys in 2019

2020 Alfred I.
duPont-Columbia
University Awards

KARE11 for “Love Them
First: Lessons from Lucy
Laney Elementary” and
“On the Veterans Beat”

Serving

39%

of TV Households

Largest
NBC Affiliate
Group

TEGNA won more national
journalism awards in 2019 than
any other local broadcaster
for our innovative approach
to content, impactful
investigations and commitment
to the communities we serve.

Alliance for Women
in Media Foundation
Gracie Awards

Honoring outstanding programming
by, for and about women; TEGNA
received more Gracies than any
other local news organization in 2019

National Edward
R. Murrow Awards
for Excellence in
Local Journalism

Won more than half of all
National Murrows awarded
to large market stations

91 Regional

Edward R.
Murrow Awards

Most in the company’s
history and more than any
other media company

1 George Foster

Peabody
Award

KING 5 for its
“Back of the Class”
Investigation

Walter
Cronkite
Awards

For Excellence in Television
Political Journalism

2 // TEGNA

Dear Fellow Shareholders,

TEGNA delivered another year of growth and innovation
in 2019 as we continued to execute on our five-pillar
strategy to generate shareholder value. We closed $1.5
billion in strategic transactions in 2019, on top of the $3
billion in acquisitions previously completed since 2013,
which added approximately 40 stations that enhance our
geographic diversity, bolster our portfolio of Big Four
stations and position TEGNA to take full advantage of
emerging viewing trends. We issued $2.1 billion of senior
notes and amended and extended our $1.5 billion
revolving credit facility at historically low interest rates as
well as customary market covenants, and call provisions,
consistent with our prior issuances. We plan to continue
to use our free cash flow to invest in new products and
initiatives, fund acquisitions, and continue the rapid
de-levering already underway, reaching 4.6x by mid-year
and ~4.0x by year-end.

Together, these actions demonstrate the success of the
thoughtful capital allocation decisions we have made
over the past three years. Our investments in strategically
and financially transformative M&A, combined with our
continued operational excellence, are creating significant
operating leverage, giving us great confidence in our
ability to generate sustainable value for our shareholders.
The success of our strategy and execution are clear
when looking at TEGNA’s total shareholder return (TSR)
since the Company’s transformation into a pure-play
broadcaster. TEGNA’s two-year TSR in 2018-2019 was
23.6 percent relative to the peer median of 3.1 percent.
TEGNA’s one-year TSR in 2019, driven by strong
execution, results throughout the year, and well-received
accretive acquisitions, was 56.4 percent compared to the
peer median of 29.0 percent.

We expect our excellent financial performance will
continue in 2020 from strong momentum in both political

and subscription revenues. Our success in the current
subscription fee repricing cycle, which will result in 85
percent of our subscribers being repriced by the end of
2020, should enable us to generate at least mid-twenties
subscription revenue percentage growth in 2020. Our
newly-renegotiated top-of-market Big Four retransmission
rates, accretive acquisitions, and ongoing growth of
Premion, our over-the-top (OTT) advertising platform,
drive our preliminary outlook of mid-to-high twenties
revenue percentage growth for 2021 compared to the
prior odd-number year, 2019. Given the strength of
projected 2021 subscription revenues as well as
advertising and marketing services, we believe the
growth of these revenues will all but offset the absence
of 2020 political revenues in 2021.

Engaged and Independent Board Overseeing
Strategy and Execution
We are guided by a highly qualified and engaged Board
of Directors with exceptional leadership experience and
the necessary diversity of perspectives, experience and
skills to guide our current strategy while also continuously
evaluating new opportunities to generate long-term
shareholder value, including through industry
consolidation. The Board continuously strives to balance
its own need for vital institutional knowledge with its
need for fresh perspectives – a process which has added
six new independent directors over the past five years –
and regularly engages with shareholders to bring their
perspectives into discussions and decisions about the
Company’s future.

Our compelling long-term value proposition – grounded
in financial discipline, operational execution, innovative
content which serves the greater good of our communities,
and marketing solutions which serve the business needs
of our customers – is driven by five strategic imperatives:

2019 Annual Report // 3

• Continue to be a best-in-class operator with top-of-

market margins through superior execution

• Pursue accretive M&A opportunities amid industry

consolidation to extract attractive synergies

• Generate growth opportunities through innovation and
adjacent businesses to drive new revenue streams

• Maintain a strong balance sheet to ensure

financial flexibility

• Drive free cash flow and maintain a balanced capital
allocation process which returns excess capital to
shareholders through dividends

Best-in-Class Operator
In 2019, TEGNA’s total revenues increased four percent
to $2.3 billion, driven by strong subscription revenue
growth and acquisitions. GAAP net income was $286
million, and EPS was $1.31 per share. Adjusted EBITDA1
was $708 million for the year, producing an Adjusted
EBITDA margin of 31 percent while continuing to invest in
Premion, our OTT advertising platform, which exceeded
$100 million in revenue and generated double-digit
top-line growth in 2019. Free cash flow for the year was
$376 million, which enabled us to allocate capital to
strategic acquisitions that met our financial criteria.

In addition, we continued to invest in the organic growth
of the business, including newer products and initiatives
such as Premion, while still returning 16 percent of free
cash flow to shareholders in the form of quarterly
dividends. Going forward, the combination of our
significant firepower, ample room under the FCC national
ownership cap, and strength of our balance sheet
positions us well to pursue additional organic and
inorganic growth opportunities.

Our subscription business continues to generate double-
digit revenue growth and provides us with stable cash
flow through contractually recurring revenues. In 2019,
we reached multi-year distribution agreements with
major cable providers, beginning a significant repricing
cycle and providing clear visibility into future cash flow
from this profitable revenue stream. We repriced 50
percent of our paid subscribers in the fourth quarter of
2019 and an additional 35 percent will be re-priced in
2020 under the terms of the existing agreement. These
renewed distribution agreements give us clear
predictability of cash flows into 2021 and beyond.

We have been at the forefront of sales transformation,
including the integration of industry-leading digital products
like Premion. Through TEGNA Marketing Solutions, we
created an integrated in-house national sales force,
embracing automation for the more commoditized side
of our business and creating a capability for our national

clients. We are also pursuing new technology initiatives
that make television advertising easier to buy and are
using data and analytics to provide insights on consumer
traffic and purchasing decisions to advertisers.

We are enthusiastic about our positioning for the 2020
election spending cycle. Through our recent acquisitions,
we have strategically expanded our portfolio to include
additional key political markets and are primed to benefit
from expected record expenditure levels. We anticipate
at least $300 million in high-margin political advertising
revenue in 2020. The reach of our broadcasting assets,
paired with Premion’s availability in every market, offers
political campaigns the ability to reach voters across the
country, not just in TEGNA television markets.

We expect high-margin subscription and political
revenues to account for approximately half of our total
two-year revenue beginning with the 2019/2020 cycle,
and to become an increasingly higher percentage
thereafter. This dynamic will allow us to drive shareholder
value regardless of volatility in the advertising market.

Growth in 2020 full-year EBITDA and free cash flow will
also continue to reflect significant cost reduction
initiatives that have been underway for the last 24
months. Since 2017, we have generated $50 million in
annualized cost savings through the implementation of
key efficiency programs such as organizational and
system consolidations, including shared support centers,
automation and outsourcing of transaction processing
and elimination of low value activities across the Company.
In 2020, an incremental $16 million annualized cost
reduction will occur resulting from the implementation of
our enterprise-wide financial system and traffic
monitoring platform. In 2021, an additional $50 million in
savings will be realized as a result of pull through from
existing initiatives and several new projects this year.

Aggressive, Disciplined Pursuit of Accretive M&A
Since 2013, we have transformed our broadcasting
portfolio amid industry consolidation. Last year, we
acquired 15 television stations, expanding our reach into
key markets and further increasing our scale. TEGNA has
built a reputation as a partner of choice for independent
broadcasters and now owns 62 television stations in 51
markets with a concentration of Big Four stations in large,
demographically growing markets, and an emphasis on
strong political markets.

Our acquisitions of stations from Dispatch Broadcast
Group and Nexstar Media Group, which closed in the
third quarter of 2019, were immediately accretive to free
cash flow and are expected to be accretive to EPS within
nine months of closing – even better than our original

1 A reconciliation of Adjusted EBITDA, a Non-GAAP financial measure, to GAAP net income may be found on page 27 in the Company’s Form 10-K, filed

March 2, 2020.

4 // TEGNA

12-month forecast. Thanks to our experienced and
proven integration team and shared service support
platform, we have been able to efficiently and seamlessly
integrate each station into the broader TEGNA network
with no incremental cost.

The acquisitions we completed in 2019 demonstrate the
efficiency of our buying power: for $1.5 billion, we
acquired approximately $500 million of annualized
revenue, $200 million of Adjusted EBITDA, and $100
million of free cash flow, all on a two-year average basis,
while using only three points of FCC cap headroom. Even
after including these recent acquisitions, we are at 32
percent reach with the UHF discount, seven percent
under the FCC cap, which provides us with flexibility to
be an active participant in future consolidation.

With our financial firepower and ample capacity under
the cap, TEGNA is well-positioned to continue
opportunistically pursuing assets that are a strategic fit
well into the future as an industry consolidator.
Additionally, the “mechanical” synergies we unlock
through our transactions will continue to grow with
further increases in our already top-of-market Big Four
affiliate retransmission rates.

Growth Opportunities Through
Innovation and Adjacent Businesses
Our consumer-focused news content and the innovation
happening in our newsrooms continues to set our
stations apart from other broadcasters. We are pursuing
fresh, bold ideas and connecting with viewers across
platforms and devices. Our most creative ideas come
from our employees who take part in a recurring
innovation process to generate new ideas and pilots. To
date, more than 400 employees have actively
participated in this process, resulting in the creation of
new digital-first episodic investigations, multi-platform
news fact-checking segments like VERIFY, unique local
news programs, and the launch of an in-house digital
production and distribution studio, VAULT Studios.

TEGNA’s strong digital footprint provides extended
audience reach as mobile continues to drive audience
growth and monetization. TEGNA stations’ mobile apps
underwent a complete redesign in 2019 to transform the
user experience, resulting in viewers spending 30
percent more time on the new apps.

During the second quarter of 2019, we completed the
acquisition of the remaining ~85 percent of multicast
television networks Justice Network and Quest we did
not already own. These unique, ad-supported channels
are among the leading entertainment multicast networks
in the country, and provide us with a significant

opportunity to capitalize on the growth in over-the-air
television audiences. By leveraging our existing assets to
drive innovation and utilizing disciplined acquisitions of
closely adjacent assets – such as Justice Network and
Quest – we continue to capitalize on the growth in various
forms of television viewership and distribution channels.

Strong Balance Sheet, Free Cash Flow
Generation and Balanced Capital Allocation
Our disciplined capital allocation framework accommodates
both our desire to growth opportunistically through
strategic, accretive acquisitions, and our commitment to a
strong balance sheet and organic growth that enable us
to return excess capital to shareholders. We have a
demonstrated track record of effectively deploying
capital through M&A as well as divestitures, which help
fund our growth. Our Board and management team
continually assess the financial productivity of assets
within our portfolio, with a clear eye toward maximizing
shareholder value. As a result, proceeds of approximately
$300 million from the sale of non-core assets since 2017,
as well as cash distributions from investments, have
helped to provide a funding source for both M&A and
organic growth drivers such as Premion.

Our strong free cash flow generation allows for continued
rapid de-levering, which was underway in 2019, and
provides for increased firepower –positioning us to be an
industry consolidator well into the future. As a result of
our 2019 acquisitions, leverage temporarily increased.
However, our continued ability to efficiently integrate
acquisitions, coupled with favorable post-synergy valuations,
has enabled TEGNA to add less than one turn of leverage
and use our strong free cash flow to reduce our debt.

Along with the rest of the Board and management team,
we are thrilled with both the Company’s execution in
2019, and the exciting momentum it created. Our results
demonstrate strong progress in growing and diversifying
our revenue and cash flow, and reaffirm our confidence
in our people and our long-term strategy. This is a time of
great opportunity for the Company, and we remain
laser-focused on leveraging those opportunities to generate
still greater value for our shareholders in the future.

On behalf of our Board and our employees, we thank you
for your continued trust and support.

Sincerely,

Howard D. Elias, Chairman of the Board

Dave Lougee, President and Chief Executive Officer

2019 Annual Report // 5

TEGNA has an independent and diverse Board, with Directors that
have the complementary skills necessary to guide the Company to
long-term success during this period of rapid change in the media
industry. 11 out of TEGNA’s 12 Board Directors are independent, with
CEO Dave Lougee the only TEGNA employee represented on the
Board. TEGNA separates the positions of chairman and CEO, has an
independent Board chairman, and all key committees are comprised
of independent Directors.

Over the past five years, TEGNA has undergone a Board
refreshment process to ensure Directors’ expertise aligns with
TEGNA’s strategic evolution. During this period, we have added
six independent Directors with deep expertise in media,
technology, social/digital media, and capital markets and
transactional experience.

TEGNA’s active and engaged Directors spend a significant amount
of time on strategy, and also participate in TEGNA’s extensive
shareholder engagement program.

Howard D. Elias

Dave Lougee

Gina L. Bianchini

Stuart J. Epstein

Lidia Fonseca

Karen H. Grimes

Scott K. McCune

Henry W. McGee

Susan Ness

Bruce P. Nolop

Neal Shapiro

Melinda C. Witmer

Howard D. Elias: Chairman, TEGNA Inc.; President, Services and Digital,
Dell Technologies. Formerly: President and Chief Operating Officer, EMC
Global Enterprise Services. Age 62. (b,c)

Henry W. McGee: Senior Lecturer, Harvard Business School. Formerly:
President, HBO Home Entertainment. Other directorships:
AmerisourceBergen Corporation. Age 67. (d,e)

Dave Lougee: President and Chief Executive Officer, TEGNA Inc.
Formerly: President, TEGNA Media and President of Broadcasting,
Gannett Co., Inc. Other directorships: Broadcast Music Inc. (BMI) and the
Broadcasters Foundation of America. Age 61. (b,*)

Gina L. Bianchini: Founder and Chief Executive Officer, Mighty
Networks. Formerly: Chief Executive Officer and Co-Founder, Ning, Inc.;
Co-Founder and President, Harmonic Networks. Age 47. (d)

Stuart J. Epstein: Chief Financial Officer, DAZN Group. Formerly:
Co-Managing Partner, Evolution Media; Executive Vice President and
Chief Financial Officer, NBC Universal, Inc. Age 57. (a)

Lidia Fonseca: Executive Vice President and Chief Digital and Technology
Officer, Pfizer Inc. Formerly: Senior Vice President and Chief Information
Officer, Quest Diagnostics; Senior Vice President and Chief Information
Officer, Laboratory Corporation of America. Age 51. (a,c)

Karen H. Grimes: Retired Partner and Senior Managing Director,
Wellington Management. Formerly: Vice President and Director of
Research, Wilmington Trust Company. Other directorships: Toll Brothers
Inc. Age 63. (appointed February 2020)

Scott K. McCune: Founder, MS&E Ventures. Formerly: Vice President,
Global Media and Integrated Marketing, The Coca-Cola Company. Other
directorships: First Tee Atlanta and College Football Hall of Fame. Age
63. (a,b,c)

Susan Ness: Principal, Susan Ness Strategies; Distinguished Fellow,
Annenberg Public Policy Center (University of Pennsylvania). Formerly:
Commissioner, Federal Communications Commission (FCC); American
Security Bank Vice President and Communications Industries Group
Head. Other directorships: Vital Voices Global Partnership. Age 71. (b,d,e)

Bruce P. Nolop: Former Executive Vice President and Chief Financial
Officer, E*TRADE Financial Corporation. Formerly: Executive Vice
President and Chief Financial Officer, Pitney Bowes Inc. Other
directorships: Marsh & McLennan Companies, Inc. and On Deck Capital,
Inc. Age 69. (a,b)

Neal Shapiro: President and Chief Executive Officer, WNET. Other
directorships and trusteeships: Public Broadcasting Service (PBS); The
Institute for Nonprofit News; Board of Trustees, Tufts University. Age 62.
(b,d,e)

Melinda C. Witmer: Founder, LookLeft Media. Formerly: Executive Vice
President and Chief Video and Content Officer, Time Warner Cable (now
Spectrum); Chief Operating Officer, Time Warner Cable Networks;
Executive Vice President and Chief Programming Officer, Time Warner
Cable. Age 58. (c,e)

(a) Member of Audit Committee
(b) Member of Executive Committee
(c)
(d)
(e)
(*) Member of the TEGNA Leadership Team

Member of Leadership Development and Compensation Committee
Member of Nominating and Governance Committee
Member of Public Policy and Regulation Committee

6 // TEGNA

Each month, TEGNA reaches 60 million adults across its digital platforms

Dave Lougee

Lynn Beall

Anne W. Bentley

W. Edmond
Busby

Victoria D.
Harker

Akin Harrison

Clifton A.
McClelland III

Jeffery Newman

Dave Lougee: President and Chief Executive Officer
Formerly: President, TEGNA Media and President of Broadcasting,
Gannett Co., Inc. Other directorships: Broadcast Music Inc. (BMI) and the
Broadcasters Foundation of America.

Corporation, Acting CFO and Treasurer, MCI and CFO, MCI Group. Other
directorships and trusteeships: Huntington Ingalls Industries and Xylem
Inc. Emeritus Chair, University of Virginia Board of Visitors and University
of Virginia Alumni Association Jefferson Trust.

Lynn Beall: Executive Vice President and COO of Media Operations
Formerly: Executive Vice President, Gannett Broadcasting and General
Executive, Gannett Television. Other directorships: CBS Television
Affiliates Association and T. Howard Foundation.

Anne W. Bentley: Vice President and Chief Communications Officer
Formerly: Vice President of Corporate Communications, PBS and Senior
Vice President of Corporate Communications, AOL.

W. Edmond Busby: Senior Vice President, Strategy
Formerly: Independent Advisor and Partner, The Boston Consulting
Group Media Practice and Chief Commerce Officer, Softcard.

Victoria D. Harker: Executive Vice President and Chief Financial Officer
Formerly: CFO and President of Global Business Services, AES

Akin Harrison: Senior Vice President, General Counsel and Secretary
Formerly: Assistant General Counsel, Gannett Co., Inc. and corporate
attorney, private practice.

Clifton A. McClelland III: Senior Vice President and Controller
Formerly: Assistant Controller, Gannett Co., Inc., Vice President of
Compliance, Lafarge North America and Managing Director of Corporate
Accounting, US Airways Group.

Jeffery Newman: Senior Vice President and Chief Human
Resources Officer
Formerly: Vice President of Total Rewards and Human Resources
Services, Gannett Co., Inc. and Head of Compensation and Benefits,
HSBC North American operations.

2019 Annual Report // 7

KFMB Volunteer Day at the San Diego Foodbank

results. As we carry out our work, we are focused on
social, human, environmental and corporate governance
practices that strengthen communities and protect
TEGNA’s long-term value.

$100M

raised through station
drives and telethons to
support local causes

Recognized for
achieving

42%

female board
representation

Women's Forum
of New York

255

TEGNA Foundation
Community Grants totaling

$1.5M

TEGNA Foundation Media Grants to
support press freedom, journalism
ethics and training for the next
generation of diverse journalists

Approved 1000 employee
matching gifts, totaling more than

$500,000

Additional information regarding TEGNA’s social responsibility initiatives
can be found at tegna.com/corporate-social-responsibility.

8 // TEGNA

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K

(Mark One)

☒

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

For the fiscal year ended December 31, 2019

☐

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

For the transition period from to

Commission file number 1-6961
TEGNA INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

16-0442930
(I.R.S. Employer identification No.)

8350 Broad Street, Suite 2000, Tysons, Virginia

(Address of principal executive offices)

22102-5151
(Zip Code)

(Registrant’s telephone number, including area code)

(703) 873-6600

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

Title of each class

Common Stock, par value $1.00 per share

Trading Symbol

TGNA

Name of each exchange on which registered

The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes x No ¨

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

Large Accelerated Filer x

Accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting company
Emerging growth company

☐
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

The aggregate market value of the voting common equity held by non-affiliates of the registrant based on the closing sales price of

the registrant’s Common Stock as reported on The New York Stock Exchange on June 30, 2019, was $3,270,838,563. The registrant
has no non-voting common equity.

As of January 31, 2020, 217,815,465 shares of the registrant’s Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The definitive proxy statement relating to the registrant’s Annual Meeting of Shareholders to be held on April 30, 2020, is

incorporated by reference in Part III to the extent described therein.

INDEX TO TEGNA INC.
2019 FORM 10-K

Item No.

Page

Business

Risk Factors

Unresolved Staff Comments

Properties

Legal Proceedings

Mine Safety Disclosures

Part I

Part II

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities

Selected Financial Data

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Quantitative and Qualitative Disclosures about Market Risk

Financial Statements and Supplementary Data

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Controls and Procedures

Other Information

Directors, Executive Officers and Corporate Governance

Executive Compensation

Part III

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

Principal Accountant Fees and Services

Part IV

Exhibits and Financial Statement Schedules

Form 10-K Summary

1A.

1B.

7A.

9A.

9B.

10.

11.

12.

13.

14.

15.

16.

PART I

ITEM 1. BUSINESS

Business Overview

We are an innovative media company serving the greater good of our communities. Across platforms, we tell empowering
stories, conduct impactful investigations and deliver innovative marketing services. With 62 television stations and four 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. Each television station also has a robust digital
presence across online, mobile and social platforms, reaching consumers whenever, wherever they are. We have been
consistently honored with the industry’s top awards, including Edward R. Murrow, George Polk, Alfred I. DuPont and Emmy
Awards. Through TEGNA Marketing Solutions (TMS), our integrated sales and back-end fulfillment operations, we deliver results
for advertisers across television, email, social, and Over the Top (OTT) platforms, including Premion, our OTT advertising
network.

Over the past several years, we have transformed our company to become a pure-play broadcasting company, adding
approximately 40 stations in attractive markets and divesting non-core assets. During 2019 alone, we completed four strategic
acquisitions for a total purchase price of $1.5 billion which enhanced our geographic diversity and bolstered our portfolio of Big
Four stations while positioning our company to take full advantage of emerging viewing trends. As a result of this strategic
evolution, we have increased revenue and cash flow, reduced economic cyclicality, delivered value for shareholders, and
continue to be well-positioned to benefit from additional industry consolidation.

We now operate one of the largest U.S. broadcasting groups and a leading local news and media content provider in the
markets we serve. Through the combination of our growing subscription and political revenues and our successful acquisition
track record, we are generating substantial free cash flow and shareholder value.

Operating Structure

We have one operating and reportable segment which generated revenues of $2.3 billion in 2019. The primary sources of our
revenues are: 1) advertising & marketing services revenues, which include local and national non-political television advertising,
digital marketing services (including Premion), and advertising on stations’ websites and tablet and mobile products; 2)
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; 3) political advertising revenues,
which are driven by even year election cycles at the local and national level (e.g. 2020, 2018) and particularly in the second half
of those years; and 4) other services, such as production of programming and advertising material.

The advertising revenues generated by a station’s local news programs make up a significant part of its total advertising
revenues. Advertising pricing is influenced by demand for advertising time. This demand is influenced by a variety of factors,
including the size and demographics of the local populations, the concentration of businesses, local economic conditions, and
the popularity or ratings of the station’s programming. Almost all national advertising is placed through our centralized internal
national sales advertising representatives, while local advertising time is sold by each station’s own local sales force.

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. Our television stations also produce local programming such as news, sports, and entertainment.

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. 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.

As illustrated in the table below, our business continues to evolve toward growing stable and profitable revenue streams. As a

result of growing importance of even-year political advertising on our results, management increasingly looks at revenue trends
over two-year periods. High margin-subscription and political revenues account for approximately half of our total two-year
revenue, a trend that began in 2019, and are expected to comprise a larger percentage on a rolling two-year cycle thereafter.

Combined Two Year Period

2018 - 2019

2017 - 2018

Advertising & Marketing Services
Subscription
Political
Other

Total revenues

52%

41% } 47%

6%
1%
100%

55%

38% } 44%

6%
1%
100%

Strategy

Our highly qualified Board of Directors is actively engaged and regularly reviews, guides and oversees the development and
implementation of our long-term strategic plan. Our Board of Directors and management team are committed to executing on the
following five-pillar strategy designed to create shareholder value.

1.
2.
3.
4.
5.

Continue to be a best-in-class operator;
Aggressive yet disciplined pursuit of accretive M&A opportunities;
Pursuing growth opportunities through innovation and adjacent businesses;
Maintaining a strong balance sheet; and
Commitment to free cash flow generation and a balanced capital allocation process.

1. Continue to be a best-in-class operator:

Grow subscription revenue. Subscription revenue has steadily increased in the last several years, better reflecting the value

of the content that our business provides. Pursuant to Federal Communications Commission (FCC) rules, every three years a
local television station must elect to either (1) require cable and/or direct broadcast satellite operators to carry the station’s signal
or (2) require such cable and satellite operators to negotiate retransmission consent agreements to secure carriage. 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. During 2019, we renewed our multi-year distribution agreements with
several major cable providers starting a significant repricing cycle. We repriced approximately 50% of our paid subscribers in the
fourth quarter of 2019 and expect to reprice an additional 35% during 2020. These renewed agreements provide additional
predictability into the expected future growth of our subscription revenues.

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 space. Moving our content onto OTT platforms
allows us to reach an additional demographic of newer viewers that consume content online rather than via traditional television
platforms, enabling us to expand our subscription revenues and deliver advertising products to a broader viewing audience.

We have OTT distribution deals with major network partners and streaming services such as Hulu, YouTube TV and Direct
TV Now, permitting them to carry our stations’ content. Because our stations serve large markets that are pivotal to the success
of companies offering platforms in the OTT space, our distribution agreements with these partners and streaming services
contain financial terms similar to those in our more traditional distribution agreements with cable and satellite operators, making
us economically agnostic to consumer platform choices.

Affiliation agreements. During 2019, we also successfully executed multi-year renewals of our principal affiliation agreements

with CBS (extended through 2022), ABC (extended through 2023), and Fox (extended through 2022). Today, TEGNA is the
largest independent owner of NBC affiliated stations and second largest owner of CBS affiliated stations.

2020 Political cycle. As a result of our 2019 acquisitions (discussed below), we have strategically expanded our portfolio to

include additional key political markets and are primed to benefit from expected record political advertising in 2020. Our
broadcasting assets, paired with Premion, offer political campaigns the ability to reach voters across the country, not just in our
TEGNA television markets.

Improve the value we bring to advertisers. We provide our clients with data-driven integrated marketing services, using a
holistic approach that puts their advertising dollars to work in the channels that make the most sense for them, regardless of the
platform. During 2019, we continued to expand market share in our marketing services business through our sales
transformation efforts, including innovations like our centralized 360-degree marketing services agency, our centralized pricing
platform, and a well-trained, solutions-oriented salesforce.

Cost initiatives. We have implemented several significant cost-reduction initiatives and are in the process of implementing

additional such initiatives. These efforts include implementation of shared service support centers for all back-office support
functions, completion of the company-wide financial systems consolidation in the second quarter 2020, and automation of sales
support processes as well as other key traffic monitoring functions. In addition, during 2019, through TEGNA Marketing
Solutions, we created an integrated in-house national sales force, which embraces automation for the more commoditized side
of our business and creating a capability for our national clients. We are also pursuing new technology initiatives that make
television advertising easier to buy and are using data analytics to provide insights on consumer traffic and purchasing decisions
to advertisers.

2. Aggressive yet disciplined pursuit of accretive M&A opportunities:

Our strong balance sheet and cash flow generation enables us to opportunistically grow the business through accretive

acquisitions. Since 2013, we have acquired approximately 40 stations and transformed into a pure-play broadcast company with
a robust portfolio. During 2019, we identified and executed on significant M&A opportunities with clear and achievable synergies,
closing on four important acquisitions encompassing 15 television stations, two radio stations and two multicast networks (which
are summarized below). We now own 62 television stations in 51 markets with a concentration of Big Four stations in large,
demographically growing markets, and an emphasis on important political markets.

The television stations acquired during 2019 are listed in the table below, and a summary of each acquisition follows:

Market

Station
WTHR
Indianapolis, IN
WBNS
Columbus, OH
WTIC/WCCT
Hartford-New Haven, CT
WPMT
Harrisburg-Lancaster-Lebanon-York, PA
WATN/WLMT
Memphis, TN
WNEP
Wilkes Barre-Scranton, PA
WOI/KCWI
Des Moines-Ames, IA
WZDX
Huntsville-Decatur-Florence, AL
WQAD
Davenport, IA and Rock Island-Moline, IL
Ft. Smith-Fayetteville-Springdale-Rogers, AR KFSM
WTOL
Toledo, OH
KWES
Midland-Odessa, TX

Affiliation
NBC
CBS
FOX/CW
FOX
ABC/CW
ABC
ABC/CW
FOX
ABC
CBS
CBS
NBC

Seller
Dispatch Broadcast Group
Dispatch Broadcast Group
Nexstar Media Group
Nexstar Media Group
Nexstar Media Group
Nexstar Media Group
Nexstar Media Group
Nexstar Media Group
Nexstar Media Group
Nexstar Media Group
Gray Television
Gray Television

•

Nexstar Stations. On September 19, 2019, we completed our acquisition of 11 local television stations in eight
markets, including eight Big Four affiliates, from Nexstar Media Group (the Nexstar Stations). These stations were
divested by Nexstar Media Group in connection with its acquisition of Tribune Media Company. The estimated
purchase price for the Nexstar Stations was $769.1 million comprised of a base purchase price of $740.0 million and
estimated working capital of $29.1 million. The acquisition of the Nexstar Stations adds complementary markets to our
existing portfolio of top network affiliates, including four affiliates in presidential election battleground states.

Dispatch Stations. On August 8, 2019, we completed our acquisition of Dispatch Broadcast Group’s #1 rated stations in
Indianapolis, Indiana (NBC affiliate WTHR) and Columbus, Ohio (CBS affiliate WBNS). We also acquired WBNS radio
(1460 AM and 97.1 FM), the leader in sports radio in Central Ohio (collectively the Dispatch Stations). The purchase
price for the Dispatch Stations was $560.5 million comprised of a base purchase price of $535.0 million and working
capital and cash acquired of $25.5 million. The acquisition of the Dispatch Stations helps to expand our portfolio of big
four affiliates in large markets.

Justice and Quest Multicast Networks. On June 18, 2019, we completed the acquisition of the remaining approximately
85% interest that we did not previously own in the multicast networks Justice Network and Quest from Cooper Media.
Justice and Quest are two leading multicast networks that offer unique ad-supported programming. Justice Network’s
content is focused on true-crime genre, while Quest features factual-entertainment programs such as science, history,
and adventure-reality series. Cash paid for this acquisition was $77.1 million (which included $4.6 million for working
capital paid at closing).

Gray Stations. On January 2, 2019, we completed our acquisition of WTOL, the CBS affiliate in Toledo, OH, and KWES,
the NBC affiliate in Midland-Odessa, TX from Gray Television, Inc. (collectively the Gray Stations). The final purchase
price was $109.9 million, which includes working capital of $4.9 million. WTOL and KWES are strong local media
brands in key markets, and they further expand our station portfolio of top 4 affiliates.

We refer to these four acquisitions collectively as the “Recent Acquisitions”.

3. Pursuing growth opportunities through innovation and adjacent businesses:

Continue to innovate in our content offerings to our consumers. Our trusted, local content is the driver of our success across
all distribution channels and is a key ingredient that powers our current and future revenues. Our scale has allowed us to invest
in comprehensive content and digital innovation initiatives. Our focus on data-driven editorial processes, new storytelling
formats, and unique visual presentations across all our platforms are helping us to advance our goal of making our content the
consumers’ first choice, no matter the platform.

In 2019, we continued significant efforts to embrace change, transform our content and connect with audiences in unique and

powerful ways. Our culture encourages and embraces bold thinking and ideas from across the company. We are creating
unique, live and original content in news and non-news time periods to meet changing viewer habits. In an on-demand OTT
world, live, locally-relevant content is becoming increasingly important, and we are acting on that trend. We have continued to
make wholesale transformations of our local news operations. We have invested in true digital-first newsrooms, leveraging
analytics to better serve audiences and clients on-air and via mobile devices.

We are recognized nationally for our innovation in reinventing local journalism in the digital age. Over the past year, we have
conducted digital-first investigations that shined a light on important issues, holding the powerful accountable and helping drive
change and results for those without a voice. For example, KING 5 in Seattle won a prestigious Peabody award for their 2018
multipart “Back of the Class” investigative series, which exposed Washington State’s tragic failures in meeting the needs of
special education students. KING 5 continued their reporting into 2019, including highlighting how physically restraining and
isolating special education students in closet-like rooms can lead to severe trauma and violate civil rights. Thanks to KING 5’s
reporting shedding light on this critical issue, in 2019 the Washington legislature increased special education funding by $155
million.

Our most innovative ideas frequently come from our employees who take active part in generating new ideas and pilots

through a recurring, structured process. This has resulted in the creation of new digital-first episodic investigations; multiplatform
news fact-checking segments like “Verify”; unique local news programs; and the launch in 2019 of an in-house digital production
and distribution studio, VAULT Studios. VAULT Studios leverages our stations’ robust archives of investigative stories and has
quickly gained a reputation as a premier podcast studio for fans of true crime. Several VAULT Studios productions have been
among the top 10 true crime podcasts on the Apple Podcasts app in 2019.

We produce daily live, multi-platform syndicated programs. These programs are produced at our local stations, reducing cost

while allowing us to quickly respond to local needs and tastes in content. “Daily Blast LIVE,” a 30-minute live news and
entertainment show produced out of KUSA in Denver, is now in its third year. It continues to achieve strong year-over-year
audience ratings growth with distribution that now spans 65 markets, including 16 of the top 25, and 20 non-TEGNA markets.
“Sister Circle,” a live daily talk show for African American women, is also in its third year. The show is produced at WXIA in
Atlanta and reaches approximately 60% of U.S. television households through its distribution across 16 TEGNA markets and on
TV One and Cleo Network, two cable networks that offer a broad range of programming for a diverse audience of adult viewers.

Increase engagement across all platforms. 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. In 2019,
this included initiatives focused on diversifying our web traffic sources, improving our digital workflow, redesigning stations’
mobile apps and deploying industry-first innovations across our newsrooms.

•

Diversifying Audience Traffic Sources: Platforms control an increasing amount of consumer attention, and we have
placed an emphasis on diversifying our digital traffic sources and building direct relationships with our audience. In
2019, this included launching new mobile applications for our stations, improving our traffic via search engines and
increasing monetizable video views across platforms. As a result of these efforts, our digital properties have seen
improvements in 2019 of +42% in Visitors and +63% in video views compared to the prior year.

Improving Digital Workflows: In 2018, we developed and began deployment of a new content management system
(CMS) across all of our markets. In 2019, the new CMS was fully deployed, allowing stations to integrate data into the
story creation process, making it easier and faster to publish videos and enabling us to optimize our content for the
wide variety of distribution platforms. Importantly, the new platform also allows us to continually iterate on our
capabilities as the digital ecosystem evolves, while reducing our ongoing operating expenses.

Late in 2016, we launched the industry’s first OTT local advertising network, Premion, a one-stop-shop that allows local,
regional and national customers to place advertising on long-form programs across a broad array of services such as streaming
devices, smart TVs and web browsers. Now in its third year of operations, Premion is a highly desirable buy for advertisers trying
to reach so-called cord cutters and is helping us expand our revenue base and giving us access to new markets. Our large, local
salesforce is leveraging relationships with local and regional advertisers to sell Premion inventory. Premion continues to deliver
strong revenue growth achieving double digit growth rates, with revenue of more than $100 million in 2019.

On February 26, 2020, we announced a new strategic partnership with Gray Television (Gray) in which Gray will acquire a

minority ownership interest in Premion. As part of this new partnership, Gray will serve as a reseller of Premion’s services across
all of Gray’s 93 television markets.

Invest in new growth initiatives. We are further diversifying our revenue base by investing in new business models that

leverage our strong assets and scale.

•

Intelligent Ad Automation. Premion has been our first investment in intelligent ad automation. Premion has partnered
with MadHive (one of our strategic equity investments) to create a technology platform to aggregate inventory from OTT
providers and then resell the inventory to local and regional advertisers leveraging our salesforce.

In addition to Premion, we are a member of the Television Interfaces Practices (TIP) consortium of broadcasters driving
standardization and interconnectivity of the automation of national spot advertising. Our centralized pricing resources
are enabling stations to more effectively price their advertising inventory to maximize share. New attribution
technologies are enabling our advertisers to better understand the impact their advertising has on consumer traffic and
purchasing. The creation in 2019 of a new, integrated in-house national salesforce has evolved the way we serve our
national customers and enables us to expand those relationships.

Performance Marketing. We are a leading provider of digital marketing services for advertisers. We continued to evolve
our product offerings in 2019, improving profitability by focusing our resources on our largest, most important clients.
We have expanded our investments in attribution across linear television and OTT, more effectively demonstrating the
value all our advertising products bring to our clients.

NextGen TV (ATSC 3.0). In 2017, the FCC began the process of issuing rules that would permit television stations to
broadcast in the new ATSC 3.0 broadcast transmissions standard, which will allow broadcasters to enhance their
existing transmission services with a new standardized system that will allow us to compete directly with Internet
protocols. This new standard will allow us to support higher 4K high dynamic range resolution, higher frame
rate, mobile, second screen experiences, 3D audio, virtual reality, advanced advertising and other exciting
enhancements to the viewing experience. The technology enables encryption and content protection that will allow
broadcasters for the first time to protect their signal and employ paywalls. During 2018 and 2019, we worked with other
broadcasters as part of the Pearl consortium’s ongoing pilot testing of the new standard in Phoenix, Arizona. We expect
to participate in the NextGen TV transition in multiple TEGNA markets in 2020.

4. Maintaining a strong balance sheet:

Our balance sheet combined with our strong, accelerating and dependable cash flows provide us the ability to pursue the

path that offers the most attractive return on capital at any given point in time. We have a broad set of capital deployment
opportunities, including retiring debt to create additional future flexibility; investing in original, relevant and engaging content;
investing in growth businesses like Premion; and pursuing value accretive acquisition-related growth.

For example, during 2019 and in January 2020 we completed significant strategic financing actions that have positioned us

to continue to pursue strategic acquisition opportunities that may develop in our sector, invest in new content and revenue
initiatives, and grow revenue in fiscal year 2020. First, on August 15, 2019, we entered into an amendment of our Amended and
Restated Competitive Advance and Revolving Credit Agreement that extended the letter of credit commitments until August 15,
2024 and increased our permitted total leverage ratios. In addition, on September 13, 2019 and January 9, 2020, we completed
two $1 billion debt refinancings, taking advantage of low rates to reduce future interest expense including approximately $10
million in 2020, and improve our financial flexibility.

We will continue to review all opportunities in a disciplined manner, both strategically and financially. In the near-term, our

priorities continue to be maintaining a strong balance sheet, enabling organic growth, acquiring attractively priced strategic
assets and returning capital to shareholders in the form of dividends.

5. Commitment to free cash flow generation and a balanced capital allocation process:

Our operations have historically generated strong cash flow which, along with availability under our existing $1.5 billion
revolving credit facility, are sufficient to fund our capital expenditures, interest expense, dividends, investments in new products
and initiatives, as well as to fund acquisitions, including the Recent Acquisitions discussed above.

Our ability to generate operating cash flow and the recent completion of the two debt refinancings have enabled us to
continue to de-lever following the Recent Acquisitions while continuing to pay a quarterly dividend of $0.07 per share. We plan to
de-lever to approximately 4.0x of Adjusted EBITDA (see definition of this non-GAAP financial metric in Item 7) by year-end 2020,
enabling TEGNA to continue to play a key role as an industry consolidator in the years ahead.

In addition, we have effectively deployed capital through divestitures, which help fund our growth. Our Board and

management team continually assess the financial productivity of assets within our portfolio in the context of our strategy and

operations. As a result, we have realized proceeds of approximately $300 million from the sale of non-core assets since 2017.
These proceeds, together with cash distributions received from investments, have helped to provide a funding source for both
strategic acquisitions and investments in organic growth drivers such as Premion.

Total shareholder return

As a result of executing on our five-pillar strategy, we have generated total shareholder return of 23.6% over the last two

years. The below table shows total TEGNA shareholder return from January 1, 2018 (the beginning of our first full year as a
pure-play broadcasting company) through December 31, 2019, compared to our Peer Group and S&P 500 Index.

Comparison of Cumulative Total Return

$130

$110

$90

$70

Jan18

Mar18

Jun18

Sep18

Dec18

Mar19

Jun19

Sep19

Dec19

TEGNA Inc.

S&P 500 Index

Peer Group

Note: The Peer Group is defined as E.W. Scripps Company, Gray Television Inc., Meredith Corp., Nexstar Media Group, Inc., and Sinclair Broadcast
Group, Inc.

Company Name / Index

Jan18

TEGNA Inc.

S&P 500 Index

Peer Group

Competition

100

INDEXED RETURNS
Periods Ending

Mar18

$81.34

$99.24

$82.14

Jun18

$78.00

Sep18

$86.49

$102.65

$110.56

$87.77

$91.22

Dec18

$79.04

$95.62

$87.08

Mar19

Jun19

Sep19

Dec19

$103.02

$111.18

$114.52

$123.64

$108.67

$113.34

$115.27

$125.72

$116.70

$117.86

$103.04

$106.29

The proliferation of high-speed broadband to the home and phone has significantly increased competition in the video
marketplace in the last decade. Today, mobile broadband covers 99% of the U.S., and approximately 87% of Americans own
devices that can access mobile broadband with numbers continuing to grow. Fixed, wired broadband to the home is now
estimated at 82%, and also growing.

With the rise of 4G and unlimited data plans, every screen or mobile phone is now television. These video consumption
patterns are no longer restricted to younger consumers. With the onset of ubiquitous high-speed Internet service, there’s been
an explosion of platforms and applications with video advertising capabilities that consumers have adopted. These include large
players like YouTube and Facebook, and a long tail of mobile applications and services that consumers value with more being
added every week.

Our company strives to capture as large a viewing audience as possible for each of our broadcast stations, as the number
of viewers who watch our stations in each Designated Market Area (DMA) has a direct impact on our ability to maximize both of
our major revenue streams: advertising revenue and retransmission consent fees.

As noted above, 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. Major competitors in this space include cable providers
Comcast and Charter, as well as Internet platforms Google, Facebook, and YouTube. Advertisements on these digital platforms
look like traditional television ads and compete with over-the-air broadcast ads in the local ad market.

With respect to retransmission consent fees, we compete to capture a share of the total amount MVPDs are willing to pay

for the rights to distribute linear TV content to their subscribers. The larger our audience share, the more appealing our
programming is to the MVPDs and the more they will be willing to pay for the right to distribute it. We compete for this revenue
against other broadcast stations and cable networks.

The advertising industry is dynamic and rapidly evolving. 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 OTT video services. 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.

Regulation

Our television 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). As a result, our television stations are subject to
a variety of obligations, such as restrictions on the broadcast of material deemed “indecent” or “profane,” requirements to
provide or pass through closed captioning for most programming, rules requiring the public disclosure of certain information
about our stations’ operations, and the obligation to offer programming responsive to the needs and interests of our stations’
communities. The FCC may alter or add to these requirements, and any such changes may affect the performance of our
business. Certain significant elements of the FCC’s current regulatory framework for broadcast television are described in further
detail below.

Licensing. Television broadcast licenses generally are granted for eight-year periods. They are renewable upon application
to the FCC and usually are renewed except in rare cases in which a petition to deny, a complaint or an adverse finding as to the
licensee’s qualifications results in loss of the license. We believe that our stations operate in substantial compliance with the
Communications Act and FCC regulations.

Local Broadcast Ownership Restriction. FCC regulations limit the concentration of broadcasting control and regulate

network and local programming practices. In November 2017, the FCC adopted an order altering its regulations governing media
ownership, generally making these regulations less restrictive. For example, the order eliminated the newspaper/broadcast
cross-ownership rule, which generally prohibited an entity from holding an ownership interest in a daily print newspaper and a
full-power broadcast station within the same market, and the television/radio cross-ownership rule, which imposed a number of
limits on the ability to own television and radio stations in the same market. The revised rules 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 FCC’s
November 2017 ownership order also eliminated a rule making certain joint advertising sales agreements (JSAs) attributable in
calculating compliance with the ownership limits. TEGNA is not currently party to any JSAs.

Various parties - including cable operators and other advocates for more stringent broadcast ownership restrictions -

generally opposed the changes adopted in the FCC’s November 2017 order and challenged the order in court. The U.S. Court of
Appeals for the Third Circuit vacated and remanded the FCC’s November 2017 order effective as of November 29, 2019, thus
reinstating as of that date the FCC’s broadcast ownership rules in effect immediately prior to the November 2017 order. The FCC
may appeal the Third Circuit’s decision to the U.S. Supreme Court and/or may adopt revised ownership rules in a new order
issued as part of the periodic review the FCC is required by statute to undertake of those rules every four years.

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 defines SSAs broadly to include a
wide range of agreements between separately owned stations, including news sharing agreements and other agreements
involving “station-related services.” We are party to an SSA under which our television station in Toledo, WTOL, provides certain
services (not including advertising sales) to another Toledo television station owned by a third party. We are party to several
other agreements involving the limited sharing of certain equipment and resources; some of these agreements may qualify as
SSAs subject to disclosure.

National Broadcast Ownership Restrictions. The Communications Act includes a national ownership cap for broadcast
television stations that prohibits any one person or entity from having, in the aggregate, market reach of more than 39% of all

U.S. television households. FCC regulations permit stations to discount the market reach of stations that broadcast on UHF
channels by 50% (the UHF discount). 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 62 television stations
reach approximately 32% of U.S. television households when the UHF discount is applied and approximately 39.0% without the
UHF discount.

Retransmission Consent. As permitted by the Communications Act and FCC rules, we require cable and satellite operators

to negotiate retransmission consent agreements to retransmit our stations’ signals. Under the applicable statutory provisions and
FCC rules, such negotiations must be conducted in “good faith.” FCC rules also provide stations with certain protections against
cable and satellite operators importing duplicating network or syndicated programming broadcast by distant stations. 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. In addition, some pay-TV operators recently have invested in
or otherwise coordinated with an online service called Locast, which asserts that it may lawfully retransmit broadcast television
signals over the Internet within the applicable stations’ Nielsen DMAs - without the originating stations’ consent - under a federal
Copyright Act provision that permits nonprofit organizations to retransmit broadcast television signals under certain limited
circumstances. A lawsuit filed July 31, 2019, by the Big Four television networks, among others, alleges that Locast’s service
does not qualify for the claimed exemption and therefore constitutes copyright infringement. That lawsuit is pending in the U.S.
District Court for the Southern District of New York. If changes to the retransmission consent and/or exclusivity rules were
adopted, and/or if services such as Locast were determined to be lawful, such developments could give cable and satellite
operators leverage against broadcasters in retransmission consent negotiations and, as a result, adversely impact our revenue
from retransmission and advertising.

Post-Incentive Auction Repacking. In April 2017, the FCC announced the completion of a voluntary incentive auction to
reallocate certain spectrum currently occupied by television broadcast stations to mobile wireless broadband services, along with
a related “repacking” of the television spectrum for remaining television stations. None of our stations relinquished any spectrum
rights as a result of the auction. Seventeen of our stations (which includes four of our recently acquired stations) have been or
will be repacked to new channels.

To date, the repacking has not had any material effect on the geographic areas or populations served by our repacked full-
power stations’ over-the-air signals, and we do not expect our remaining stations undergoing repacking to experience any such
effect. If the repacking did have such an effect, our television stations moving channels could have smaller service areas and/or
experience additional interference. The legislation authorizing the incentive auction and repacking established a $1.75
billion fund for reimbursement of costs incurred by stations required to change channels in the repacking. Subsequent legislation
enacted on March 23, 2018, appropriated an additional $1 billion for the repacking fund, of which up to $750 million may be
made available to repacked full power and Class A television stations and multichannel video programming distributors. Other
funds are earmarked to assist affected low power television stations, television translator stations, and FM radio stations, as well
for consumer education efforts.

NextGen TV (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. The new standard makes possible a
variety of benefits for both broadcasters and viewers, including better sound and picture quality, hyper-localized programming
including news and weather, enhanced emergency alerts, improved mobile reception, the use of targeted advertising, and more
efficient use of spectrum, potentially allowing for more multicast streams to be aired on the same 6 megahertz channel.
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 until the FCC phases out the requirement in a future order. The
content of this simulcast signal must be substantially similar to the programming aired on the ATSC 3.0 channel for a period of at
least five years. Transitioning a station to ATSC 3.0 is voluntary under current FCC rules and may require significant
expenditures. We expect to continue rolling out the new standard pending the standard’s completion and in coordination with
upgrades related to our spectrum repack transition. 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.

General Company Information

Our company was founded by Frank E. Gannett and associates in 1906 and was incorporated in 1923. We listed shares
publicly for the first time in 1967 and reincorporated in Delaware in 1972. In June 2015, we completed the spin-off of our former
publishing businesses, and our company was renamed TEGNA. In addition, in May 2017, we completed the spin-off of our digital
automotive business, Cars.com, and in July 2017, we completed the sale of our controlling ownership interest in CareerBuilder,
completing our transformation into a pure-play broadcast company. Our headquarters is located at 8350 Broad Street, Suite
2000, Tysons, VA, 22102. Our telephone number is (703) 873-6600 and our website home page is www.tegna.com. We make
our website content available for information purposes only. It should not be relied upon for investment purposes, nor is it
incorporated by reference into this Annual Report on Form 10-K (Form 10-K).

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). 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.

Employees

As of December 31, 2019, we employed 6,883 full-time and part-time people, all of whom were located in the U.S. The

following table summarizes our employee headcount as of the end of 2019 and 2018.

Media (1)
Corporate

Total

2019
6,763
120
6,883

2018
5,188
148
5,336

(1) Increase in 2019 is principally due to the Recent Acquisitions, new national sales organization
and growth at our Premion business unit.

Approximately 10% of our employees are represented by labor unions. They are represented by 27 local bargaining units,

most of which are affiliated with one of four international unions under collective bargaining agreements. These agreements
conform generally with the pattern of labor agreements in the broadcasting industry. We do not engage in industry-wide or
company-wide bargaining.

Environmental Regulatory Matters

We are subject to various laws and government regulations concerning environmental matters and employee safety and

health. U.S. federal environmental legislation that pertains to us include the Toxic Substances Control Act, the Resource
Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act and the Comprehensive
Environmental Response, Compensation and Liability Act (also known as Superfund). We are also regulated by the
Occupational Safety and Health Administration (OSHA) concerning employee safety and health matters. The Environmental
Protection Agency (EPA), OSHA and other federal agencies have the authority to write regulations that have an effect on our
operations.

In addition to these federal regulations, various states have authority under the federal statutes mentioned above. Many state

and local governments have adopted environmental and employee safety and health laws and regulations, some of which are
similar to federal requirements. State and federal authorities may seek fines and penalties for violating these laws and
regulations. 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.

Corporate Responsibility and Sustainability

TEGNA is committed to embedding sustainability throughout our business. We are driven by our strongly held purpose to
make a difference in our work, our company and our communities. Our culture is defined by our values of inclusion, integrity,
innovation, impact and results. We are focused on advancing progress in the areas of environmental sustainability, social
impact, diversity and inclusion and corporate governance practices in order to strengthen communities, and protect and
enhance TEGNA’s long-term value.

Our Board’s Public Policy and Regulation Committee guides the Company’s corporate social responsibility and sustainability

efforts, and reviews and reports on these efforts on a periodic basis to our Board. For more information, read our most recent
Social Responsibility Highlights Report, which can be found at www.tegna.com/corporate-social-responsibility.

Environmental Commitment

We are committed to managing our environmental impact responsibly and protecting the environment through our business

practices. We have numerous sustainability practices in place, including energy efficiency programs, reducing our carbon
footprint, green building projects and waste reduction. TEGNA’s new headquarters building, completed in 2019, features easy
access to public transportation, bike racks, and electric vehicle charging ports. The interior design seeks to reduce energy
consumption through features like automated shade and lighting controls for daylight harvesting, occupancy sensors and zoned
HVAC, among others.

The TEGNA Foundation, the charitable foundation sponsored by TEGNA Inc., supports nonprofit activities in communities

where we do business and contributes to a variety of charitable causes through its Community Grant Program. Community
grants are identified locally by TEGNA stations and include support for community sustainability efforts.

We undertook several initiatives in 2019 to enhance the physical security at local TEGNA stations. This includes building
access improvements at KARE in Minneapolis and KFMB in San Diego, and access control and fencing at KUSA in Denver, and
general building and safety and security updates at KING/KONG in Seattle, KTVB in Boise, WCSH in Portland ME, KPNX in
Phoenix, KGW in Portland, WKYC in Cleveland, WMAZ in Macon, and WWL in New Orleans.

Social Impact

TEGNA stations and our journalists take seriously their responsibility to be defenders of the First Amendment and strive to
make an impact by being agents of positive change in the markets we serve. TEGNA’s Principles of Ethical Journalism define
the behavior that all employees who gather, report, produce and distribute news and information on any platform must adhere
to. Our core principles of Truth, Independence, Public Interest, Fair Play, and Integrity form the foundation for all news content
produced by TEGNA stations. Reporting by our stations exposes wrongdoing, helps change laws and brings communities
together in times of crisis, such as severe weather and natural disasters. In 2019, TEGNA won more national journalism awards
than any local broadcaster as a result of our innovative approach to content, impactful investigations and commitment to the
communities we serve.

In 2019, TEGNA stations raised more than $100 million in support of diverse local causes that address specific needs in

communities. TEGNA Foundation Community Grants totaling $1.5 million were made to address local needs identified by
stations. Grants are distributed within the United Nations Sustainable Development Goal framework, with the majority of grants
supporting four major categories: Good Health and Well Being, Quality Education, Zero Hunger, and No Poverty. TEGNA also
made grants to broadcast industry organizations to support press freedom, journalism ethics, and training for the next generation
of diverse journalists. TEGNA employees give back to their local communities by volunteering for and donating to their favorite
causes. In 2019, TEGNA Foundation approved more than $500,000 in employee matching gifts. TEGNA employees also take
part in mentoring our nation’s veterans through our relationship with American Corporate Partners (ACP), helping veterans
transition out of the military and guiding them as they reenter the private sector. TEGNA is committed to building a fully inclusive
culture and equity in talent hiring and management decisions. Women comprise 42% of the Board and 47% of our workforce. In
addition, 17% of our Board and 25% of our workforce is racially and ethnically diverse. In 2019, and for the third consecutive
year, TEGNA was named as a Best Place to Work for LGBTQ Equality by the Human Rights Campaign. In recognition of our
strong commitment to inclusive practices both internally and in marketing campaigns, we received a 2019 Microsoft Advertising
Agency Award for Inclusive Culture & Marketing. In 2019, minority and women-owned businesses were awarded 13% of
TEGNA’s spending on outside products and services (excluding programming spend and based on analysis of the top 100
vendors).

Corporate Governance

Our Board and management have instituted strong corporate governance practices to ensure that we operate in ways that

support the long-term interests of our shareholders. Important corporate governance practices we follow include:

• All of our directors are elected annually;
• Eleven of our twelve directors are independent;
• We have a robust shareholder engagement program;
• We separate the positions of Chairman and CEO and have an independent Chairman;
• We maintain an ongoing board refreshment process, which has resulted in our adding six independent directors during the

past five years and the transition of the chairman role during 2018;

• Approximately 94.5% of the votes cast at last year’s annual meeting were in favor of the Company’s Say on Pay proposal.
• 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.

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.

MARKETS WE SERVE
TELEVISION STATIONS AND AFFILIATED DIGITAL PLATFORM

City

Station/web site

State/District of
Columbia

Alabama
Arizona

Arkansas

California

Colorado

Connecticut

Huntsville
Flagstaff
Mesa
Tucson

Fort Smith
Little Rock
Sacramento
San Diego
Denver

Hartford
Waterbury

District of Columbia Washington
Jacksonville
Florida

WZDX(TV): rocketcitynow.com
KNAZ-TV: 12news.com
KPNX(TV): 12news.com
KMSB(TV): tucsonnewsnow.com
KTTU(TV): tucsonnewsnow.com
KFSM-TV: 5newsonline.com
KTHV(TV): thv11.com
KXTV(TV): abc10.com
KFMB-TV (3): cbs8.com
KTVD(TV): my20denver.com
KUSA(TV): 9news.com
WTIC-TV: fox61.com
WCCT-TV: yourcwtv.com/partners/hartford
WUSA(TV): wusa9.com
WJXX(TV): firstcoastnews.com
WTLV(TV): firstcoastnews.com

Georgia

Idaho
Illinois
Indiana
Iowa

Kentucky
Louisiana

Maine

Michigan
Minnesota
Missouri
New York
North Carolina

Ohio

Oregon
Pennsylvania

South Carolina
Tennessee

Texas

Tampa-St. Petersburg WTSP(TV): wtsp.com
Atlanta

Macon
Boise
Moline
Indianapolis
Ames
Ames
Louisville
New Orleans

Bangor
Portland
Grand Rapids
Minneapolis-St. Paul
St. Louis
Buffalo
Charlotte
Greensboro
Cleveland
Columbus
Toledo
Portland
Scranton
York
Columbia
Knoxville
Memphis

Abilene
Austin
Beaumont
Corpus Christi
Dallas
Houston
Odessa
San Angelo

San Antonio

Tyler-Longview

Temple

WATL(TV): 11alive.com
WXIA-TV: 11alive.com
WMAZ-TV: 13wmaz.com
KTVB(TV) (4): ktvb.com
WQAD-TV: wqad.com
WTHR(TV) (5): wthr.com
WOI-DT: weareiowa.com
KCWI-TV: weareiowa.com
WHAS-TV: whas11.com
WWL-TV: wwltv.com
WUPL(TV) (6): wwltv.com/mytv
WLBZ(TV): newscentermaine.com
WCSH(TV): newscentermaine.com
WZZM(TV): wzzm13.com
KARE(TV): kare11.com
KSDK(TV): ksdk.com
WGRZ(TV): wgrz.com
WCNC-TV: wcnc.com
WFMY-TV: wfmynews2.com
WKYC-TV: wkyc.com
WBNS-TV (7): 10tv.com
WTOL(TV): wtol.com
KGW(TV) (8): kgw.com
WNEP-TV: wnep.com
WPMT(TV): fox43.com
WLTX(TV): wltx.com
WBIR-TV: wbir.com
WATN-TV: localmemphis.com
WLMT(TV): localmemphis.com
KXVA(TV): myfoxzone.com
KVUE(TV): kvue.com
KBMT(TV) (9): 12newsnow.com
KIII-TV: kiiitv.com
WFAA(TV): wfaa.com
KHOU(TV): khou.com
KWES-TV: newswest9.com
KIDY(TV): myfoxzone.com

KENS(TV): kens5.com

KYTX(TV): cbs19.tv
KCEN-TV (10): kcentv.com
WVEC(TV): 13newsnow.com

Virginia

Hampton/Norfolk

Channel (1)/
Network

Ch. 54/FOX
Ch. 2/NBC
Ch. 12/NBC
Ch. 11/FOX
Ch. 18/MNTV
Ch. 5/CBS
Ch. 11/CBS
Ch. 10/ABC
Ch. 8/CBS
Ch. 20/MNTV
Ch. 9/NBC
Ch. 61/FOX
Ch. 20/CW
Ch. 9/CBS
Ch. 25/ABC
Ch. 12/NBC
Ch. 10/CBS
Ch. 36/MNTV
Ch. 11/NBC
Ch. 13/CBS
Ch. 7/NBC
Ch. 8/ABC
Ch. 13/NBC
Ch. 5/ABC
Ch. 23/CW
Ch. 11/ABC
Ch. 4/CBS
Ch. 54/MNTV
Ch. 2/NBC
Ch. 6/NBC
Ch. 13/ABC
Ch. 11/NBC
Ch. 5/NBC
Ch. 2/NBC
Ch. 36/NBC
Ch. 2/CBS
Ch. 3/NBC
Ch. 10/CBS
Ch. 11/CBS
Ch. 8/NBC
Ch. 16/ABC
Ch. 43/FOX
Ch. 19/CBS
Ch. 10/NBC
Ch. 24/ABC
Ch. 30/CW
Ch. 15/FOX
Ch. 24/ABC
Ch. 12/ABC
Ch. 3/ABC
Ch. 8/ABC
Ch. 11/CBS
Ch. 9/NBC
Ch. 6/FOX

Ch. 5/CBS

Ch. 19/CBS

Ch. 9/NBC

Ch. 13/ABC

Affiliation
Agreement
Expires in

Market TV
Households (2)

Founded

2022
2021
2021
2022
2020
2022
2022
2023
2020
2020
2021
2022
2021
2022
2023
2021
2022
2020
2021
2022
2021
2023
2022
2022
2021
2023
2022
2020
2021
2021
2023
2021
2021
2021
2021
2022
2021
2022
2020
2021
2023
2022
2022
2021
2022
2021
2022
2023
2023
2023
2023
2022
2021
2022

2022

2021

2023

351,610
1,879,780
1,879,780
421,820
421,820
265,520
472,560
1,317,500
981,650
1,532,320
1,532,320
885,890
885,890
2,351,930
690,400
690,400
1,800,600
2,269,270
2,269,270
211,110
261,140
259,590
1,053,830
393,470
393,470
636,150
615,480
615,480
111,070
349,470
653,100
1,697,370
1,099,590
576,710
1,125,970
635,580
1,366,110
877,490
347,480
1,112,500
497,830
641,660
365,850
491,810
580,600
580,600
100,790
736,770
143,130
188,210
2,563,320
2,330,180
141,600
50,220

916,970

223,590

333,300

684,310

1985
1970
1953
1967
1984
1956
1955
1955
1949
1988
1952
1984
1953
1949
1989
1957
1965
1954
1948
1953
1953
1963
1957
1950
1999
1950
1957
1955
1954
1953
1962
1953
1947
1954
1967
1949
1948
1949
1958
1956
1954
1952
1953
1956
1978
1983
2001
1971
1961
1964
1949
1953
1958
1984

1950

2008

1953

TELEVISION STATIONS AND AFFILIATED DIGITAL PLATFORM

(Continued)

State/District of
Columbia

City

Station/web site

Washington

Seattle/Tacoma

KING-TV: king5.com

Spokane

KONG(TV): king5.com

KREM(TV): krem.com

KSKN(TV): spokanescw22.com

Channel (1)/
Network

Ch. 5/NBC

Ch. 16/IND

Ch. 2/CBS

Ch. 22/CW

Affiliation
Agreement
Expires in

Market TV
Households (2)

Founded

2021

N/A

2022

2021

1,764,680

381,590

1948

1997

1954

1983

(1) Channel refers to the viewer-facing “virtual” channel associated with the station’s brand, which may differ from the radiofrequency channel on which the station transmits.
(2) Market TV households is number of television households in each market, according to 2019-2020 Nielsen figures.
(3) KFMB also operates a sub-channel (CW channel), which is not counted. We also own two radio stations, KFMB-AM (760), and KFMB-FM (100.7).
(4) We also own KTFT-LD (NBC), a low power television station in Twin Falls, ID.
(5) We also own WALV-CD, a Class A television station in Indianapolis, IN.
(6) We also own WBXN-CD, a Class A television station in New Orleans, LA.
(7) We also own two radio stations, WBNS(AM) (1460), and WBNS-FM (97.1).
(8) We also own KGWZ-LD, a low power television station in Portland, OR.
(9) KBMT also operates a subchannel (KJAC/NBC), which is not counted. We also own KUIL-LD, a low power station in Beaumont, TX.
(10) We also own KAGS-LP, a low power television station in Bryan, TX.

In addition to the above television station properties, we also have the following digital and multicast network operations which
support our television stations:

Premion: www.premion.com Headquarters: New York, NY
TEGNA Marketing Solutions: www.TEGNAmarketingsolutions.com
Justice Network and Quest multicast networks: www.justicenetworktv.com and www.questtv.com

INVESTMENTS
We have non-controlling ownership interests in the following companies:
Bustle Digital Group: www.bustle.com
CareerBuilder: www.careerbuilder.com
Hudson MX: www.hudsonmx.com
Kin Community: www.kincommunity.com
MadHive: www.madhive.com
Pearl: www.pearltv.com
SIGNIA Venture Partners: www.signiaventurepartners.com
ViewLift: www.viewlift.com
Tubi TV: www.tubitv.com
Video Call Center: www.thevcc.tv
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 news and other
information about us, we provide access through this site to our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current
reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after we file or furnish them electronically to the
Securities and Exchange Commission (SEC). Certifications by our Chief Executive Officer and Chief Financial Officer are included as exhibits
to our SEC reports (including to this Form 10-K). 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. 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 this web site changes to, or waivers of, our corporate ethics policy.

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 as that term is defined in the Private Securities Litigation Reform Act of 1995, including statements with respect to the
expected financial results of the company. The words “believe,” “expect,” “estimate,” “could,” “should,” “intend,” “may,” “plan,” “seek,”
“anticipate,” “project” and similar expressions, among others, generally identify forward-looking statements. Any forward-looking
statements contained herein are based on our management’s current beliefs and expectations, but are subject to a number of risks,
uncertainties and changes in circumstances, which may cause the company’s actual results or actions to differ materially from what is
expressed or implied by these statements. Such statements include, but are not limited to: our confidence in the future performance of
the company; our ability to execute on our capital allocation, growth and diversification strategies, including potential mergers and
acquisitions; the realization of expected regulatory changes and our ability to monetize new content and grow subscriber revenue.
Economic, competitive, governmental, technological and other factors and risks that may affect our operations or financial results
expressed in this Annual Report are discussed in Item “1A. Risk Factors”.

Given these uncertainties, forward-looking statements should not be relied on in making investment decisions. The forward-looking

statements contained in this Form 10-K speak only as of the date of its filing. Except where required by applicable law, we expressly
disclaim a duty to provide updates to forward-looking statements after the date of this Form 10-K to reflect subsequent events, changed
circumstances, changes in expectations, or the estimates and assumptions associated with them. The forward-looking statements in this
Form 10-K are intended to be subject to the safe harbor protection provided by the federal securities laws.

ITEM 1A. RISK FACTORS

An investment in our common stock involves risks and uncertainties and investors should consider carefully the following risk
factors before investing in our securities. We seek to identify, manage and mitigate risks to our business, but risk and uncertainty
cannot be eliminated or necessarily predicted. The risks described below may not be the only risks we face. Additional risks that
we do not yet perceive or that we currently believe are immaterial may adversely affect our business and the trading price of our
securities.

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 2019, 55% of our revenues were derived from television spot and digital advertising. Demand for advertising is highly

dependent upon the strength of the U.S. economy, both in the markets our stations serve and in the nation as a whole. During an
economic downturn, demand for advertising often decreases. Consequently, our operating results depend on the relative
strength of the economy in our principal television markets as well as the strength or weakness of regional and national
economic factors. A decline in economic conditions in the U.S. could have a significant adverse impact on our businesses and
could significantly impact our television spot and digital advertising revenues.

Our advertising revenues can also vary substantially from year to year, driven by the political election cycle (i.e., even years);

the ability and willingness of candidates and political action committees to raise and spend funds on television and digital
advertising; and the competitiveness of the election races in our stations’ markets. Advertising revenues will also vary based on
the coverage of major sporting events (e.g., Olympics and Super Bowl) due to our high concentration of NBC stations.

Competition from alternative forms of media may impair our ability to grow or maintain revenue levels in traditional and
new businesses

Advertising and marketing services produce the majority of our revenues, with our stations’ affiliated desktop, mobile and
tablet advertising revenues, as well as our OTT product offerings being important components. 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. 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. For example, increasing demand for content generated for consumption through other forms of media
such as Amazon Prime, Disney+, HBO Go, Hulu, or Netflix, 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.

The value of our assets or operations may be diminished if our information technology systems fail to perform
adequately

Our information technology systems are critically important to operating our business efficiently and effectively. We rely on

our information technology systems to manage our business data, communications, news and advertising content, digital
products, order entry, fulfillment and other business processes. 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.

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

Our information technology systems are critically important to operating our business efficiently and effectively. We rely on

our information technology systems to manage our business data, communications, news and advertising content, digital
products, order entry, fulfillment and other business processes. As such, we are exposed to various cybersecurity threats,
including but not limited to, threats to our information technology infrastructure, and unauthorized attempts to gain access to our
confidential information, including third parties which receive our confidential information for business purposes. 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 and conducting regular training of our employees related to protecting sensitive
information and recognizing “phishing” attacks. These measures, however, may not be sufficient in preventing or the timely

detection of breaches or cyber-attacks due to the evolving nature and ever-increasing abilities of cyber-attacks. 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. 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.

As has historically been the case in the broadcast sector, loss of, or changes in, affiliation agreements or
retransmission consent agreements could adversely affect operating results for our stations

Most of our stations are covered by our network affiliation agreements with the major broadcast television networks (ABC,

CBS, NBC, and Fox). These television networks produce and distribute programming in exchange for each of our stations’
commitment to air the programming at specified times and for other consideration such as commercial announcement time
during the programming. The cost of network affiliation agreements represents a significant portion of our television operating
expenses.

Each of our affiliation agreements has a stated expiration date. With respect to the major broadcast networks, our principal
expirations occur in the following years: NBC-early 2021, CBS-2022, Fox-2022, ABC-2023. If renewed, our network affiliation
agreements may be renewed on terms that are less favorable to us. The non-renewal or termination of any of our network
affiliation agreements would prevent us from being able to carry programming of the affiliate network. This loss of programming
would require us to obtain replacement programming, which may involve higher costs and/or which may not be as attractive to
our audiences, resulting in reduced revenues.

In recent years, the networks have streamed their programming on the Internet and other distribution platforms, in some
cases live or within a short period of the original network programming broadcast on local television stations, including those we
own. An 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 value
of network programming originally broadcast by the local stations and could adversely affect the business, financial condition and
results of operations of our stations.

Our retransmission consent agreements with major cable, satellite and telecommunications service providers 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 44% of our 2019 total revenues, and we expect the
contribution of subscription revenues to increase in 2020 and to continue to increase in the foreseeable future periods. During
2019, retransmission consent agreements covering approximately 50% of our subscribers were renewed. During 2020,
retransmission consent agreements covering approximately 35% or our subscribers expire. If we are unable to negotiate and
renew these agreements on favorable terms, or at all, the failure to do so could have an adverse effect on our ability to increase
our subscription revenues, negatively impacting our business, financial condition, and results of operations.

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 programing. Lower audience share, declines in advertising and marketing services spending, and
increased programming costs would adversely affect our business, financial condition and results of operations. There can be no
assurance that we will be able to compete successfully against existing, new or potential competitors, or that competition and
consolidation in the media marketplace will not have a material adverse effect on our business, financial condition or results of
operations.

In addition, the FCC and Congress are contemplating several new laws and changes to existing media ownership and other

broadcast-related regulations, regarding a wide range of matters (including permitting companies to own more stations in a
single market, as well as owning more stations nationwide). Changes to FCC rules may lead to additional opportunities as well
as increased uncertainty in the industry.

Changing regulations may also impair or reduce our leverage in negotiating affiliation or retransmission agreements,
adversely affecting our revenues, or result in increased costs, reduced valuations for certain broadcasting properties or other
impacts, all of which may adversely impact our future profitability. All of our television stations are required to hold television
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.

Changes in the regulatory environment could increase our costs or limit our opportunities for growth

Our television stations are subject to various obligations and restrictions under the Communications Act of 1934 as amended

(the “Communications Act”), and FCC regulations. These requirements may be affected by legislation, FCC actions, or court
decisions, and any such changes may affect the performance of our business, such as by imposing new obligations or by limiting
our television stations’ exclusivity or retransmission consent rights. For instance, although the FCC voted in November 2017 to
reduce restrictions on local broadcast ownership, the U.S. Court of Appeals for the Third Circuit vacated and remanded these
changes effective as of November 29, 2019. These regulatory changes could be restored by further appeals or could be affected
in the future by Congress or the FCC. If broadcast ownership rules become more restrictive, our opportunities to grow our
broadcast business through acquisitions or other strategic transactions could be impaired.

There could be significant liability if the spin-off of Cars.com was determined to be a taxable transaction

In May 2017 we completed our spin-off of Cars.com, which we refer to as the ”spin-off”. In connection with the spin-off, we
received an opinion from outside tax counsel to the effect that the requirements for tax-free treatment under Section 355 of the
Internal Revenue Code were satisfied. The opinion relies on certain facts, assumptions, representations and undertakings from
TEGNA and the spun-off business regarding the past and future conduct of the company’s business and other matters. If any of
these facts, assumptions, representations or undertakings is incorrect or not satisfied, TEGNA and its stockholders may not be
able to rely on the opinion of tax counsel and could be subject to significant tax liabilities.

Notwithstanding the opinion of tax counsel, the Internal Revenue Service could determine on audit that the spin-off is taxable
if it determines that any of these facts, assumptions, representations or undertakings were incorrect or have been violated or if it
disagrees with the conclusions in the opinion, or for other reasons, including as a result of certain significant changes in the
share ownership of TEGNA or the spun-off business after the separation. 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 proxy contest with Standard General L.P. has caused and could continue to cause us to incur significant costs,
divert management’s attention and resources, and have an adverse effect on our business

Activist shareholders, like Standard General, may from time to time engage in proxy solicitations, advance shareholder

proposals or otherwise attempt to affect changes or acquire control over us. Responding to these actions can be costly and time-
consuming, divert the attention of our Board and management from the management of our operations and the pursuit of our
business strategies, particularly if such activist shareholders advocate actions that are not supported by other shareholders, our
board or management. In 2019, we incurred advisory fees of $6.1 million related to the pending proxy contest with Standard
General, and have incurred additional costs in the first quarter of 2020. In addition to the incurred costs, perceived uncertainties
as to our future direction may result in the loss of potential business opportunities, damage to our reputation and may make it
more difficult to attract and retain qualified directors, personnel and business partners. These actions could also cause our stock
price to experience periods of volatility.

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. 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. 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. 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. 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.

Volatility in the U.S. credit markets could significantly impact our ability to obtain new financing to fund our operations
and strategic initiatives or to refinance our existing debt at reasonable rates and terms as it matures

As of December 31, 2019, we had approximately $4.2 billion in debt and approximately $594.8 million of undrawn additional

borrowing capacity under our revolving credit facility that expires in 2024. This debt matures at various times during the years 2020-2029.
While our cash flow is expected to be sufficient to pay amounts when due, 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.

The value of our existing intangible assets may become impaired, depending upon future operating results

Goodwill and other intangible assets were approximately $5.51 billion as of December 31, 2019, representing approximately

79% of our total assets. Goodwill and indefinite-lived intangible assets are subject to annual impairment testing and more
frequent testing upon the occurrence of certain events or significant changes in circumstance that indicate all or a portion of their
carrying values may no longer be recoverable in which case a non-cash charge to earnings may be necessary. We may
subsequently experience market pressures which could cause future cash flows to decline below our current expectations, or
volatile equity markets could negatively impact market factors used in the impairment analysis, including earnings multiples,
discount rates, and long-term growth rates. 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.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

The types of properties required to support our television stations include offices, studios, sales offices, tower and transmitter
sites. All of our stations have converted to digital television operations in accordance with applicable FCC regulations. A listing of
television station locations can be found on page 13.

Our digital businesses that support our broadcast operations lease their facilities. This includes facilities for executive offices,

sales offices and data centers. A listing of our digital businesses locations can be found on page 14.

In January 2019, we moved to our new corporate headquarters facility located in Tysons, VA. Our new corporate

headquarters lease expires in April 2031.

We believe all of our owned and leased facilities are in satisfactory condition, are well maintained, and are adequate for

current use.

ITEM 3. LEGAL PROCEEDINGS

Information regarding legal proceedings may be found in Note 13 of the Notes to consolidated financial statements.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES

Our approximately 217.8 million outstanding shares of common stock are held by 6,452 shareholders of record as of January

31, 2020. Our shares are traded on the New York Stock Exchange (NYSE) with the symbol TGNA.

Purchases of Equity Securities

On September 19, 2017, our Board of Directors authorized a new share repurchase program for up to $300.0 million of our
common stock over three years. During 2019, no shares were repurchased and as of December 31, 2019, approximately $279.1
million remained under this program. As a result of our Recent Acquisitions, we have suspended share repurchases under this
program.

ITEM 6. SELECTED FINANCIAL DATA

Selected financial data for the years 2015 through 2019 is contained under the heading “Selected Financial Data” on page 78

and is derived from our audited financial statements for those years.

The information contained in the “Selected Financial Data” is not necessarily indicative of the results of operations to be
expected for future years, and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” included in Item 7 and the consolidated financial statements and related notes thereto included in
Item 8 of this Form 10-K.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

We are an innovative media company that serves the greater good of our communities. Our business includes 62 television
stations and four 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. Each television station also has
a robust digital presence across online, mobile and social platforms, reaching consumers whenever, wherever they are. We
have been consistently honored with the industry’s top awards, including Edward R. Murrow, George Polk, Alfred I. DuPont and
Emmy Awards. Through TEGNA Marketing Solutions (TMS), our integrated sales and back-end fulfillment operations, we deliver
results for advertisers across television, email, social, and Over the Top (OTT) platforms, including Premion, our OTT advertising
network.

We have one operating and reportable segment. The primary sources of our revenues are: 1) advertising & marketing

services (AMS) revenues, which include local and national non-political television advertising, digital marketing services
(including Premion), and advertising on the stations’ websites and tablet and mobile products; 2) 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; 3) political advertising revenues, which are driven
by even year election cycles at the local and national level (e.g. 2020, 2018) and particularly in the second half of those years;
and 4) other services, such as production of programming and advertising material.

Our revenues and operating results are subject to seasonal fluctuations. Generally, our second and fourth quarter revenues

and operating results are stronger than those we report for the first and third quarter. This is driven by the second quarter
reflecting increased spring seasonal advertising, while the fourth quarter typically includes increased advertising related to the
holiday season. In even years, our advertising revenue benefits significantly from the Olympics when carried on NBC, our largest
network affiliation. To a lesser extent, the Super Bowl can influence our advertising results, the degree to which depending on
which network broadcast’s the event. In addition, our revenue and operating results are subject to significant fluctuations across
yearly periods resulting from political advertising. In even numbered years, political spending is usually significantly higher than
in odd numbered years due to advertising for the local and national elections. Additionally, every four years, we typically
experience even greater increases in political advertising in connection with the presidential election. The strong demand for
advertising from political advertisers in these even years can result in the significant use of our available inventory (leading to a
“crowd out” effect), which can diminish our AMS revenue from our non-political advertising customers in the even year of a two
year election cycle, particularly in the fourth quarter of those years.

As discussed above in “Business Overview” section of Item 1, during 2019 we acquired multiple local television stations and
two multicast networks in four different business acquisitions for an aggregate purchase price of approximately $1.5 billion. The
four acquisitions are collectively referred to as the “Recent Acquisitions” in the results of operations discussion that follows. The
inclusion of the operating results from these Recent Acquisitions for the periods subsequent to their acquisition impacts the year-
to-year comparability of our consolidated operating results in 2019.

Consolidated Results from Operations

The following discussion is a comparison of our consolidated results on a GAAP basis. The year-to-year comparison of

financial results is not necessarily indicative of future results. In addition, see the section on page 23 titled ‘Operating results non
GAAP information’ for additional tables presenting information which supplements our financial information provided on a GAAP
basis.

For a comparative discussion of our results of operations for the years ended December 31, 2018 and December 31, 2017,

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, 2018, filed with the SEC on March 1, 2019.

A consolidated summary of our results is presented below (in thousands).

2019

Change

2018

Change

2017

Revenues:

2,299,497

2,207,282

16%

1,903,026

Operating expenses:

Cost of revenues

Business units - Selling, general and administrative
expenses

Corporate - General and administrative expenses

Depreciation

Amortization of intangible assets

Spectrum repacking reimbursements and other, net

Total

Operating income

Non-operating income (expense):

1,228,237

15%

1,065,933

326,804

80,144

60,525

50,104

53% (1)

62%

(5,335)

(54%)

1,740,479

15%

559,018

(20%)

Equity income in unconsolidated investments, net

10,149

(26%)

Interest expense

Other non-operating items, net

Total

Income before income taxes

Provision (benefit) for income taxes

Income from continuing operations

Earnings from continuing operations per share -
basic

Earnings from continuing operations per share -
diluted

(205,470)

11,960

***

(183,361)

(3%)

375,657

89,422

286,235

(26%)

(17%)

(29%)

1.32

(29%)

1.31

(29%)

315,320

52,467

55,949

30,838

(11,701)

1,508,806

698,476

13,792

(192,065)

(11,496)

(189,769)

508,707

107,367

401,340

1.86

1.85

14%

10%

(5%)

43%

***

11%

28%

33%

(9%)

(67%)

(19%)

64%

***

(10%)

(11%)

(10%)

933,718

287,396

54,943

55,068

21,570

4,429

1,357,124

545,902

10,402

(210,284)

(35,304)

(235,186)

310,716

(137,246)

447,962

2.08

2.06

*** Not meaningful
(1)

This increase in corporate expense was driven by acquisition-related costs totaling $30.7 million in 2019 due to the Recent Acquisitions

(principally advisory fees). In addition, our 2019 Corporate expense includes $6.1 million of advisory fees related to activism defense. Excluding
these advisory fees, corporate expenses were down approximately $9.1 million. See the section on page 23 titled ‘Operating results non-GAAP
information’ for additional tables and information regarding our Corporate expense on a non-GAAP basis.

Revenues

Our AMS category includes all sources of our traditional television advertising and digital revenues including Premion and

other digital advertising and marketing revenues across our platforms. Our Subscription revenue category includes revenue
earned from cable and satellite providers for the right to carry our signals and the distribution of TEGNA stations on OTT
streaming services. The following table summarizes the year-over-year changes in our revenue categories (in thousands):

Advertising & Marketing Services
Subscription
Political
Other
Total revenues
*** Not meaningful

2019
1,226,607
1,005,030
38,478
29,382
2,299,497

Change
11%
20%
(84%)
13%
4%

2018
1,106,754
840,838
233,613
26,077
2,207,282

Change
(3%)
17%
***
22%
16%

2017
1,139,642
718,750
23,258
21,376
1,903,026

Total revenues increased $92.2 million in 2019 as compared to 2018. Our Recent Acquisitions contributed total revenues of
$185.0 million in 2019. Excluding Recent Acquisitions, total revenues decreased $92.8 million. This decrease was primarily due
to a $200.4 million reduction in political advertising, reflecting significantly fewer elections compared to 2018. This decrease was
partially offset by an increase in subscription revenue of $96.6 million, primarily due to annual rate increases under existing
retransmission agreements and an increase in AMS revenue of $8.6 million (due to higher digital revenue).

Cost of revenues

Cost of revenues increased $162.3 million in 2019 as compared to 2018. Our Recent Acquisitions added cost of revenues of
$95.0 million. Excluding our Recent Acquisitions, cost of revenues increased $67.3 million. This increase was primarily due to a
$61.1 million increase in programming costs, due to the growth in subscription revenues (certain programming cost are linked to
such revenues), and higher severance expense of $3.7 million incurred in 2019 as compared to 2018. Partially offsetting this
increase was a reduction of $8.6 million of digital costs as a result of the fourth quarter 2018 reduction in force and rebranding of
our digital business unit (which resulted in lower third party digital platform costs in 2019, see Note 13 to the consolidated
financial statements for further details).

Business units - Selling, general and administrative expenses

Business unit selling, general, and administrative expenses increased $11.5 million in 2019 as compared to 2018. Our
Recent Acquisitions added business unit selling, general and administrative (SG&A) expenses of $25.7 million. Excluding the
Recent Acquisitions, SG&A expenses decreased $14.2 million. The decrease was primarily the result of an $11.1 million
reduction of professional and legal costs (due to the settlement of the Department of Justice Antitrust Division matter in June
2019, see Note 13 to the consolidated financial statements for further details).

Corporate - General and administrative expenses

Our corporate costs are separated from our business expenses and are recorded as general and administrative expenses in

our Consolidated Statement of Income. This category primarily consists of broad corporate management functions including
Legal, Human Resources, and Finance, as well as activities and costs not directly attributable to the operations of our media
business. In addition, beginning in 2019, we now record acquisition-related costs within our Corporate operating expense. Prior
to 2019, such costs were recorded in other non-operating items, net.

Corporate general and administrative expenses increased $27.7 million in 2019 as compared to 2018. The increase was
primarily due to $30.7 million in acquisition-related costs (principally advisory fees) associated with the Recent Acquisitions. Also
contributing to the increase was $6.1 million of advisory fees related to activism defense. Excluding these professional fees,
corporate expenses were down approximately $9.1 million, primarily due to a decline in severance expense of $5.3 million in
2019 as compared to 2018 as well as the full-year impact of certain cost-saving initiatives implemented in 2018.

Depreciation

Depreciation expense increased $4.6 million in 2019 as compared to 2018. Our Recent Acquisitions added $5.8 million.

Excluding the impact of Recent Acquisitions, there was a $1.2 million decline in our depreciation expense.

Amortization of intangible assets

Intangible asset amortization expense increased $19.3 million in 2019 as compared to 2018. The increase was due to our

Recent Acquisitions.

Spectrum repacking reimbursements and other, net

We had other net gains of $5.3 million in 2019 compared to net gains of $11.7 million in 2018. The 2019 net gains consisted

of gains of $17.0 million of reimbursements received from the Federal Communications Commission for required spectrum
repacking and a gain of $2.9 million as a result of the sale of certain real estate. These gains were partially offset by a $5.5
million in contract termination charge and incremental transition costs related to bringing our national sales organization in-house
and $9.1 million of non-cash charges to reduce the value of certain assets classified as held-for-sale. The 2018 net gains
primarily consisted of $7.4 million of spectrum repack reimbursements and a $6.0 million gain recognized on the sale of real
estate in Houston.

Operating income

Operating income decreased $139.5 million in 2019 as compared to 2018. Our Recent Acquisitions added $39.1 million in
operating income. Excluding the impact of Recent Acquisitions, operating income decreased $178.6 million which was driven by
the changes in revenue and operating expenses described above. Our operating margins were 24.3% in 2019 compared to
31.6% in 2018, primarily reflecting the typical decline of high-margin political advertising revenue in odd calendar years ($195.1
million lower).

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 associated with higher subscription revenues
(certain affiliation partners are compensated based on a percentage of subscription revenues). Payroll expenses have increased during
2019 primarily due to our Recent Acquisitions, but as a percentage of total operating expenses have decreased in 2019 primarily due to
increases in programming expenses, which make up a larger percentage of operating costs.

Expense Category
Programming expenses

Payroll expenses

Non-operating income and expense

Percentage of total operating expenses

2019

35.5%

28.6%

2018

33.3%

29.8%

2017

32.4%

31.3%

Equity income: This income statement category reflects earnings or losses from our equity method investments. Equity income
decreased $3.6 million from $13.8 million in 2018 to $10.1 million in 2019. The 2019 income was primarily due to a gain of $12.2 million
recognized in connection with the sale of investment in Captivate. The 2018 income was primarily due to $14.2 million of equity earnings
from our CareerBuilder investment, resulting from a $17.9 million gain recorded in connection with our share of the gain on sale of its
subsidiary, Economic Modeling, LLC.

Interest expense: Interest expense increased $13.4 million in 2019 as compared to 2018, primarily due to a higher average
outstanding total debt balance, partially offset by lower interest rates. The total average outstanding debt was $3.37 billion in 2019
compared to $3.09 billion in 2018. The impact of the increase in outstanding debt was partially offset by a decrease in the weighted
average interest rate on total outstanding debt, which was 5.85% in 2019 compared to 5.90% in 2018.

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 29 and in Note 6 to the consolidated financial statements.

Other non-operating items, net: Other non-operating items decreased $23.5 million from a net expense of $11.5 million in 2018 to

a net income of $12.0 million in 2019. This decrease was primarily due to the absence of $15.4 million acquisition-related costs which
were classified as non-operating in 2018. Beginning in 2019, such cost are now classified as a corporate operating cost. In addition, we
recognized a $7.3 million gain in the second quarter of 2019 due to the write-up of our prior investment in the Justice and Quest
multicast networks at the time of our acquisition.

Provision for income taxes

We reported pre-tax income from continuing operations attributable to TEGNA of $375.7 million for 2019. The effective tax rate on

pre-tax income was 23.8%. The 2019 effective tax rate increased compared to 21.1% in 2018 primarily due to a 2019 valuation
allowance recorded on a minority investment, higher nondeductible transaction costs incurred in 2019, and the 2018 effective tax rate
included benefits from finalizing provisional amounts related to the Tax Cuts and Jobs Act (Tax Act). Partially offsetting the increase were
higher tax benefits from the release of uncertain tax positions in 2019. The release of uncertain tax positions in 2019 was primarily
related to the lapse of certain federal and state statutes of limitation as well as various state audit settlements.

We reported pre-tax income from continuing operations attributable to TEGNA of $508.7 million for 2018. The effective tax rate on
pre-tax income was 21.1%. The 2018 effective tax rate reflects the 21.0% U.S. federal statutory that was effective January 1, 2018 as a
result of the Tax Act enacted in December 2017. The tax expense for state taxes was partially offset by a tax benefit from finalizing
provisional amounts recorded in 2017 from the Tax Act.

Further information concerning income tax matters is contained in Note 5 of the consolidated financial statements.

Net income from continuing operations

Net income from continuing operations and related per share amounts are presented in the table below (in thousands, except per

share amounts).

Net income from continuing operations
Per basic share
Per diluted share

$
$
$

2019

286,235
1.32
1.31

Change
(29%)
(29%)
(29%)

2018

401,340
1.86
1.85

$
$
$

Change
(10%)
(11%)
(10%)

2017

447,962
2.08
2.06

$
$
$

Our 2019 earnings per share was lower than 2018, primarily due to the $195.1 million reduction in political advertising, reflecting

significantly fewer elections compared to 2018.

Operating results non-GAAP information

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

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

We discuss in this Form 10-K non-GAAP financial performance measures that exclude from our reported GAAP results the

impact of “special items” consisting of spectrum repacking reimbursements and other, net, gains on sale of equity method
investments, acquisition-related costs, advisory fees related to activism defense, severance costs, gains on equity method
investments and certain non-operating expenses (TEGNA foundation donation and pension payment timing related charges). In
addition, we have income tax special items associated with the tax impacts related to the Recent Acquisitions (including the
2018 acquisition of KFMB), adjustments related to previously-disposed businesses, and adjustments related to provisional tax
impacts of tax reform.

We believe that such expenses and gains are not indicative of normal, ongoing operations. While these items may be
recurring in nature and should not be disregarded in evaluation of our earnings performance, it is useful to exclude such items
when analyzing current results and trends compared to other periods as these items can vary significantly from period to period
depending on specific underlying transactions or events that may occur. Therefore, while we may incur or recognize these types
of expenses, charges and gains in the future, we believe that removing these items for purposes of calculating the non-GAAP
financial measures provides investors with a more focused presentation of our ongoing operating performance.

We discuss Adjusted EBITDA (with and without corporate expenses), a non-GAAP financial performance measure that we

believe offers a useful view of the overall operation of our businesses. We define Adjusted EBITDA as net income before
(1) interest expense, (2) income taxes, (3) equity income in unconsolidated investments, net, (4) other non-operating items, net,
(5) severance expense, (6) acquisition-related costs, (7) advisory fees related to activism defense, (8) spectrum repacking
reimbursements and other, net, (9) depreciation and (10) amortization. We believe these adjustments facilitate company-to-
company operating performance comparisons by removing potential differences caused by variations unrelated to operating
performance, such as capital structures (interest expense), income taxes, and the age and book appreciation of property and
equipment (and related depreciation expense). The most directly comparable GAAP financial measure to Adjusted EBITDA is
Net income. Users should consider the limitations of using Adjusted EBITDA, including the fact that this measure does not
provide a complete measure of our operating performance. Adjusted EBITDA is not intended to purport to be an alternate to net
income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. In particular,
Adjusted EBITDA is not intended to be a measure of cash flow available for management’s discretionary expenditures, as this
measure does not consider certain cash requirements, such as working capital needs, capital expenditures, contractual
commitments, interest payments, tax payments and other debt service requirements.

We also consider adjusted revenues to be an important non-GAAP financial measure. Our adjusted revenue is calculated by
taking total company revenues on a GAAP basis and adjusting it to exclude (1) estimated incremental Olympic and Super Bowl
revenue and (2) political revenues. These adjustments are made to our reported revenue on a GAAP basis in order to evaluate
and assess our core operations on a comparable basis, and it represents the ongoing operations of our media business.

We also discuss free cash flow, a non-GAAP performance measure. Beginning in the first quarter of 2019 we began using a

new methodology to compute free cash flow. The change in methodology was determined to be preferable as it better reflects
how the Board of Directors reviews the performance of the business and it more closely aligns to how other companies in the
broadcast industry calculate this non-GAAP performance metric. The most directly comparable GAAP financial measure to free
cash flow is Net income from continuing operations. 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) pension reimbursements, (5) dividends received from equity method investments and
(6) reimbursements from spectrum repacking. This is further adjusted by deducting payments made for (1) syndicated
programming, (2) pension, (3) interest, (4) taxes (net of refunds) and (5) purchases of property and equipment. Like Adjusted
EBITDA, free cash flow is not intended to be a measure of cash flow available for management’s discretionary use.

As described in “Forward Looking Financial Information” below, we provided guidance ranges for non-GAAP Corporate
expenses and Free Cash Flow as a percentage of Revenue (FCF as % Revenue). We also provided Adjusted EBITDA margin

guidance. We are not able to reconcile non-GAAP Corporate expenses, or in the case of Adjusted EBITDA margin and FCF as
% Revenue, their key inputs of Adjusted EBITDA or Free Cash Flow to their comparable GAAP financial measures without
unreasonable efforts because certain information necessary to calculate such measures on a GAAP basis is unavailable,
dependent on future events outside of our control and cannot be predicted. Examples of such information include (1)
government reimbursement for spectrum repacking, the amount and timing of which are uncertain (2) share based
compensation, which is impacted by future share price movement in our stock price and also dependent on future hiring and
attrition (3) expenses related to acquisitions and dispositions, the timing and volume of which cannot be predicted. In addition,
we believe such reconciliations could imply a degree of precision that might be confusing or misleading to investors. The actual
effect of the reconciling items that we may exclude from these non-GAAP expense numbers, when determined, may be
significant to the calculation of the comparable GAAP measures.

Discussion of special charges and credits affecting reported results: Our results during 2019 and 2018 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, 2019:

• Severance expense which include payroll and related benefit costs at our stations and corporate headquarters;
• Acquisition-related costs which primarily includes advisory fees associated with business acquisitions;
• Advisory fees related to activism defense;
• Spectrum repacking reimbursements and other, net is comprised of gains due to reimbursements from the FCC for required
spectrum repacking, non-cash charges to reduce the value of certain assets classified as held-for-sale, gains recognized on
the sale of real estate, and a contract termination and incremental transition costs related to bringing our national sales
organization in-house;

• Gains recognized in our equity income in unconsolidated investments as a result of the sale of two investments;
• Other non-operating items primarily relates to a gain for the remeasurement of our previously held ownership in Justice

Network and Quest to fair value, a charitable donation made to the TEGNA Foundation, costs incurred in connection with
the early extinguishment of debt, and a gain due to an observable price increase in an equity investment; and
• Realization of discrete tax benefits related to one of the Recent Acquisitions and a previously-disposed business.

Results for the year ended December 31, 2018:

• Severance expense which include payroll and related benefit costs due to restructuring at our DMS business and at our

corporate headquarters;

• Spectrum repacking reimbursements and other, net, is comprised of gains due to reimbursements from the FCC for required
spectrum repacking and a gain recognized on the sale of real estate in Houston. These gains are partially offset by an early
lease termination payment;

• Other non-operating items associated with business acquisition-related costs, a deferred tax provision impact related to our

acquisition of KFMB, a charitable donation made to the TEGNA Foundation, and an impairment of a debt investment;

• Pension lump-sum payment charge as a result of payments that were made to certain SERP plan participants in early 2018;
• A gain recognized in our equity income in unconsolidated investments, related to our share of CareerBuilder’s gain on the

sale of its EMSI business; and

• Deferred tax benefits related to adjusting the provisional tax impacts of the tax reform (enacted in December 2017) and a

partial capital loss valuation allowance release, both resulting from the completion of our 2017 federal income tax return in
the third quarter of 2018.

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):

Year Ended Dec. 31, 2019

GAAP
measure

Severance
expense

Acquisition-
related
costs

Special Items

Advisor
fees
related to
activism
defense

Spectrum
repacking
reimbursements
and other

Gains on
equity
method
investments

Other
non-
operating
items

Special
tax
items

Non-GAAP
measure

Cost of revenues

$ 1,228,237

(4,651) $

— $

— $ 1,223,586

Business units - Selling, general
and administrative expenses

Corporate - General and
administrative expenses

Spectrum repacking
reimbursements and other, net

Operating expenses

Operating income

Equity income (loss) in
unconsolidated investments, net

Other non-operating items, net

Income before income taxes

Provision for income taxes

Net income from continuing
operations

Net income from continuing
operations per share - diluted (a)

326,804

(1,490)

—

80,144

(223)

(30,756)

(6,080)

(5,335)

1,740,479

559,018

10,149

11,960

375,657

89,422

—

(6,364)

6,364

—

6,364

1,596

—

(30,756)

30,756

—

30,756

6,249

—

(6,080)

6,080

—

6,080

1,472

—

5,335

(5,335)

—

(5,335)

(1,311)

—

(13,126)

—

(13,126)

(3,169)

—

(8,891)

(2,230)

—

325,314

43,085

—

1,702,614

596,883

(2,977)

3,069

(205,378)

391,505

(568)

91,461

286,235

4,768

24,507

4,608

(4,024)

(9,957)

(6,661)

568

300,044

1.31

0.02

0.11

0.02

(0.02) $

(0.05) $

(0.03) $

— $

1.38

Total non-operating expenses

(183,361)

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

Year Ended Dec. 31, 2018

GAAP
measure

Severance
expense

Special Items

Spectrum
repacking
reimbursements
and other

Gain on
equity
method
investment

Other
non-
operating
items

Pension
payment
timing
related
charges

Special
tax
benefits

Non-GAAP
measure

Cost of revenues

$ 1,065,933

(931) $

— $

— $ 1,065,002

Business units - Selling, general
and administrative expenses

Corporate - General and
administrative expenses

Spectrum repacking
reimbursements and other, net

Operating expenses

Operating income

Equity income (loss) in
unconsolidated investments, net

Other non-operating items, net

Total non-operating expenses

Income before income taxes

Provision for income taxes

Net income from continuing
operations

Net income from continuing
operations per share - diluted (a)

315,320

(875)

52,467

(5,481)

(11,701)

1,508,806

698,476

13,792

(11,496)

(189,769)

508,707

107,367

—

(7,287)

7,287

—

7,287

1,714

—

11,701

(11,701)

—

(11,701)

(1,379)

—

(17,883)

—

(17,883)

(4,498)

—

19,406

4,981

7,498

1,909

—

7,007

314,445

46,986

—

1,513,220

694,062

(4,091)

15,408

(180,748)

513,314

117,101

401,340

5,573

(10,322)

(13,385)

14,425

5,589

(7,007)

396,213

1.85

0.03

(0.05) $

(0.06) $

0.07

0.03

$ (0.03) $

1.83

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

Non-GAAP consolidated results

The following is a comparison of our as adjusted non-GAAP financial results between 2019 and 2018. 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).

2019

Change

2018

Adjusted operating expenses

Adjusted operating income

Adjusted equity (loss) in unconsolidated investments, net

Adjusted other non-operating income

Adjusted total non-operating (expense)

Adjusted income before income taxes

Adjusted provision for income taxes

Adjusted net income from continuing operations

Adjusted net income from continuing operations per share - diluted

Adjusted Revenues

1,702,614

596,883

(2,977)

3,069

(205,378)

391,505

91,461

300,044

1.38

13%

(14%)

(27%)

(80%)

14%

(24%)

(22%)

(24%)

(25%)

1,513,220

694,062

(4,091)

15,408

(180,748)

513,314

117,101

396,213

1.83

Reconciliations of adjusted revenues to our revenues presented in accordance with GAAP on our Consolidated Statements of
Income are presented below (in thousands):

Advertising & Marketing Services

Subscription

Political

Other

Total revenues (GAAP basis)
Factors impacting comparisons:

Estimated net incremental Olympic and Super Bowl

Political

Total company adjusted revenues (non-GAAP basis)

2019

Change

2018

1,226,607

1,005,030

38,478

29,382

2,299,497

(8,000)

(38,478)

2,253,019

11%

20%

(84%)

13%

(67%)

(84%)

16%

1,106,754

840,838

233,613

26,077

2,207,282

(24,000)

(233,613)

1,949,669

Excluding the impacts of incremental Olympic and Super Bowl revenue and Political advertising revenue, total company
adjusted revenues on a comparable basis increased 16% in 2019. This is primarily attributable to increases in subscription
revenue and increases in AMS revenue as described in the Results from Operations section above.

Adjusted EBITDA - Non-GAAP

Reconciliations of Adjusted EBITDA (inclusive and exclusive of Corporate expenses) to net income from continuing

operations presented in accordance with GAAP on our Consolidated Statements of Income is presented below (in thousands):

2019

Change

2018

Net income from continuing operations (GAAP basis)

286,235

Plus: Provision for income taxes

Plus: Interest expense

(Less): Equity income in unconsolidated investments, net

Plus: Other non-operating items, net

Operating income (GAAP basis)

Plus: Severance expense

Plus: Acquisition-related costs

Plus: Advisory fees related to activism defense

Less: Spectrum repacking reimbursements and other, net

Adjusted operating income (non-GAAP basis)

Plus: Depreciation

Plus: Amortization of intangible assets

Adjusted EBITDA (non-GAAP basis)
Corporate - General and administrative expense (non-GAAP basis)

Adjusted EBITDA, excluding Corporate (non-GAAP basis)

*** Not meaningful

89,422

205,470

(10,149)

(11,960)

559,018

6,364

30,756

6,080

(5,335)

596,883

60,525

50,104

707,512

43,085

750,597

(29%)

(17%)

(26%)

***

(20%)

(13%)

***

(54%)

(14%)

62%

(9%)

(8%)

(9%)

401,340

107,367

192,065

(13,792)

11,496

698,476

7,287

—

(11,701)

694,062

55,949

30,838

780,849

46,986

827,835

Adjusted EBITDA margin was 33% (without corporate expense) and 31% including corporate. Our total Adjusted EBITDA
decreased $73.3 million or 9% in 2019 compared to 2018. Our Recent Acquisitions added $64.3 million of Adjusted EBITDA.
Excluding the Recent Acquisitions, Adjusted EBITDA was lower by $137.6 million. This decrease was primarily driven by the
operational factors discussed above within the revenue and operating expense fluctuation explanation sections, most notably,
the expected decline of political revenue and absence of revenue associated with the Winter Olympics.

Free cash flow reconciliation

Our free cash flow, a non-GAAP liquidity measure, was $376.2 million for the year ended December 31, 2019, compared to
$486.7 million for the same period in 2018. Our free cash flow in 2019 is lower compared to 2018 due to lower EBITDA, higher
tax payments and higher purchases of property and equipment.

Reconciliations from “Net income from continuing operations” to “Free cash flow” are presented below (in thousands):

Net Income from continuing operations (GAAP basis)
Plus: Provision for income taxes
Plus: Interest expense
Plus: Acquisition-related costs
Plus: Depreciation
Plus: Amortization
Plus: Stock-based compensation
Plus: Company stock 401(k) contribution
Plus: Syndicated programming amortization
Plus: Pension reimbursements
Plus: Severance expense
Plus: Advisory fees related to activism defense

Plus: Cash dividend from equity investments for return on capital

Plus: Cash reimbursements from spectrum repacking
(Less) Plus: Other non-operating items, net
Less: Tax payments, net of refunds
Less: Spectrum repacking reimbursement and other, net
Less: Equity income in unconsolidated investments, net
Less: Syndicated programming payments
Less: Pension contributions
Less: Interest payments
Less: Purchases of property and equipment
Free cash flow (non-GAAP basis)

Forward Looking Financial Information

2019

2018

286,235 $
89,422
205,470
30,756
60,525
50,104
20,146
9,558
60,757
—
6,364

6,080

1,325
16,974
(11,960)
(84,045)
(5,335)
(10,149)
(58,436)
(23,101)
(186,086)
(88,356)
376,248 $

401,340
107,367
192,065
—
55,949
30,838
12,531
—
53,435
29,240
7,287

—

13,543
7,400
11,496
(62,889)
(11,701)
(13,792)
(54,543)
(45,219)
(182,465)
(65,230)
486,652

As announced on January 9, 2020, we updated our full-year 2020 financial guidance on certain items including subscription

revenue following the successful negotiation of significant distribution agreements during the fourth quarter of 2019, interest
expense following the completion of our $1.0 billion refinancing in early 2020 and amortization expense following the completion
of appraisals related to the Recent Acquisitions. We also updated our guidance regarding depreciation, capital expenditures, and
leverage ratio. We now expect the following full-year 2020 guidance metrics:

Full Year 2020 Key Guidance Metrics

Subscription Revenue

Political Revenue

Non-GAAP Corporate Expenses

Depreciation

Amortization

Interest Expense
Total Capital Expenditures2
Non-Recurring Cap Ex3

Effective Tax Rate

Leverage Ratio

Free Cash Flow as a % of est. combined 2019/20 Revenue

Free Cash Flow as a % of est. combined 2020/21 Revenue

Including All Acquisitions
As Reported1

+ mid-twenties percent

>$300 million

$41 - 43 million

$66 - 69 million

$73 - 75 million

$220 - 225 million

$62 - 66 million

$20 - 24 million

23.5 - 24.5%

~4.0x by year end (4.6x by mid-year)

19 - 20%

1 Includes legacy TEGNA business and multicast networks Justice and Quest, Dispatch stations and Nexstar/Tribune station acquisitions
subsequent to their acquisition dates; assumes no additional acquisitions or share buyback.
2 Prior to reimbursements for repack.
3 Approximately $7 million related to spectrum repacking; the remaining is related to investments in key projects such as our new master
control, traffic streaming and monitoring platform.

Preliminary 2021 Outlook

During 2021, we anticipate the following revenue and Adjusted EBITDA guidance:

• We expect total revenue to grow percentage-wise in the mid-to-high twenties in 2021 compared to 2019 (prior non-
election cycle odd year), driven by our newly renegotiated retransmission rates, accretive acquisitions and ongoing
revenue growth from Premion.

•

Projected 2021 subscription and AMS revenue growth will all but offset the expected decline of political revenue in 2021
(based on 2020 guided amount above).

Our 2021 Adjusted EBITDA margin is expected to be in line with the 2019 margin benefiting from approximately $50
million in incremental cost savings from initiatives underway.

FINANCIAL POSITION

Liquidity and capital resources

Our operations have historically generated strong and dependable cash flows which, along with availability under our existing

revolving credit facility, have been sufficient to fund our capital expenditures, interest expense, dividends, investments in
strategic initiatives (including acquisitions) and other operating requirements.

During 2019, we used these sources of cash to opportunistically access the credit markets to complete the following four

acquisitions with an aggregate purchase price of approximately $1.5 billion:

•

Nexstar Stations: On September 19, 2019, we completed the acquisition of 11 local television stations, including eight
Big Four Affiliates from Nexstar Media Group. The purchase price was approximately $769.1 million and was financed
through the use of a portion of a $1.1 billion Senior Notes issued on September 13, 2019 and borrowing under our
revolving credit facility.

Dispatch Stations: On August 8, 2019, we completed the acquisition of Dispatch Broadcast Group’s two top-rated
television stations and two radio stations. The purchase price was approximately $560.5 million which was financed
through available cash and borrowing under our revolving credit facility.

Justice and Quest Multicast Networks: On June 18, 2019, we completed the acquisition of the remaining approximately
85% interest that we did not previously own in the multicast networks Justice Network and Quest from Cooper Media.
Cash paid for this transaction was $77.1 million and was funded through available cash and borrowing under our
revolving credit facility.

Gray stations: On January 2, 2019, we completed the acquisition of two television stations, WTOL, the CBS affiliate in
Toledo, OH, and KWES, the NBC affiliate in Midland-Odessa from Gray Television, Inc. for approximately $109.9
million. The acquisition was funded through the use of available cash and borrowings under our revolving credit facility.

As we summarize in the Long-term debt section below, during 2019 we completed several strategic actions which have
positioned us to continue to pursue strategic acquisition opportunities that may develop in our sector, invest in new content and
revenue initiatives, and grow revenue in fiscal year 2020. Over the longer term, we expect to continue to fund debt maturities,
acquisitions and investments through a combination of cash flows from operations, borrowings under our revolving credit facility
and funds raised in the capital markets.

Since 2017, we have been paying a regular quarterly cash dividend of $0.07 per share. We paid dividends totaling $60.6
million in 2019 and $60.3 million in 2018. We expect to continue paying comparable regular cash dividends in the future. The
rate and frequency of future dividends will depend on future earnings, capital requirements and financial condition and other
factors considered relevant by our Board of Directors.

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. As of December 31,
2019, we were in compliance with all covenants contained in our debt agreements and credit facility. As of December 31, 2019,
our leverage ratio, calculated in accordance with our revolving credit agreement and term loan agreements, was 4.72x, well
below the permitted leverage ratio of less than 5.5x.

The following table provides a summary of our cash flow information for the three years ended December 31, 2019 followed

by a discussion of the key elements of our cash flows (in thousands):

2019

2018

2017

Cash, cash equivalents and restricted cash from continuing operations
Cash, cash equivalents and restricted cash from discontinued operations
Balance at beginning of the year

135,862 $
—
135,862

128,041 $
—
128,041

44,076
61,041
105,117

Operating activities:
Net income
Non-cash adjustments
Changes in working capital
Changes in other assets and liabilities
Net cash flows from operating activities

Investing activities:

286,235
144,846
(123,048)
(10,560)
297,473

405,665
97,793
47,799
(24,048)
527,209

215,046
209,026
(40,798)
6,155
389,429

Payments for acquisitions of businesses, net of cash acquired
All other investing activities

Net cash (used for) provided by investing activities

(1,514,183)
(49,287)
(1,563,470)

(328,433)
(45,983)
(374,416)

—
176,231
176,231

Financing activities:

Proceeds from (payment of) borrowings under revolving credit facility, net
Proceeds from borrowings
Debt repayments
Proceeds from Cars.com borrowings
All other financing activities

Net cash provided by (used for) financing activities

853,000
1,100,000
(710,000)
—
(83,461)
1,159,539

50,000
—
(121,146)
—
(73,826)
(144,972)

(635,000)
—
(412,246)
675,000
(170,490)
(542,736)

Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at end of year

(106,458)

29,404 $

7,821
135,862 $

22,924
128,041

Operating Activities

Cash flow from operating activities was $297.5 million in 2019, compared to $527.2 million in 2018. The $229.7 million net

decrease in cash flow from operating activities was primarily due to a $195.1 million decrease in political revenue, for which
customers pre-pay, the absence of the Olympics in 2018 and lower Super Bowl related revenue, and a decline in certain
payables and accruals (due to refunds paid to certain Premion customers and the payment of legal fees related to the
Department of Justice matter described in Note 13 of the consolidated financial statements). Also contributing to the decline was
an increase in tax payments of $21.2 million. These amounts were partially offset by a decline in pension payments of $22.1
million.

Investing Activities

Cash flow used for investing activities was $1.56 billion in 2019, compared to $374.4 million in 2018. The increase of $1.19

billion was primary due to cash used in 2019 for Recent Acquisitions. In 2019, we used $1.51 billion for the acquisition of the
Gray Stations, Justice/Quest multicast networks, and the Dispatch and Nexstar stations as compared to the 2018 acquisition of
KFMB for $328.4 million.

Financing Activities

Cash flow provided by financing activities was $1.16 billion in 2019, compared to cash used for financing of $145.0 million in
2018. The change was primarily due to the issuance of $1.1 billion of Senior Notes in 2019. The proceeds from this note offering
were used to finance a portion of the acquisition of the Nexstar Stations, and along with borrowing under the revolving credit
facility, were used to repay the remaining $320 million of notes due in October 2019 and early repay $290 million of our $600
million unsecured notes due in July 2020. Debt repayments in 2018 were $121.1 million. In 2019, we had net borrowings of
$853.0 million on our revolving credit facility as compared to $50 million in 2018. The borrowings in 2019 were primarily used to
finance the Recent Acquisitions while the 2018 borrowings were primarily used to partially finance the acquisition of KFMB.

For a comparative discussion of changes in our cash flow comparing the years ended December 31, 2018 and December 31,

2017, see “Part II, Item 7. Financial Position” of our annual report on Form 10-K for the year ended December 31, 2018, filed
with the SEC on March 1, 2019.

Long-term debt

As of December 31, 2019, our total principal debt outstanding was $4.2 billion, cash and cash equivalents totaled $29.4
million, and we had unused borrowing capacity of $594.8 million under our revolving credit facility. As of December 31, 2019,
approximately $3.18 billion, or 76%, of our debt has a fixed interest rate. During 2019, we completed several strategic actions
which have positioned us to continue to pursue strategic acquisition opportunities that may develop in our sector, invest in new
content and revenue initiatives, and grow revenue in fiscal year 2020. See “Note 6 Long-term debt” to our consolidated financial
statements for a table summarizing the components of our long-term debt.

Our primary source for funding short-term cash requirements is our revolving credit facility. On August 15, 2019, we amended

our revolving credit facility. Under the amended terms, the $1.51 billion of revolving credit commitments and letter of credit
commitments have been extended until August 15, 2024. The amendment increased our permitted total leverage ratio as
follows:

Period

July 1, 2019 to September 30, 2020

October 1, 2020 to March 31, 2021

April 1, 2021 to September 30, 2021

October 1, 2021 to September 30, 2022

October 1, 2022 and thereafter

Leverage Ratio

5.50 to 1.00

5.25 to 1.00

5.00 to 1.00

4.75 to 1.00

4.50 to 1.00

The amendment also increased the amount of unrestricted cash that we are allowed to offset debt by in our leverage ratio
calculation to $500.0 million. Under our revolving credit facility, we may borrow at an applicable margin above the Eurodollar
base rate (LIBOR loan) or the higher of the Prime Rate, the Federal Funds Effective Rate plus 0.50%, or the one month LIBOR
rate plus 1.00% (ABR loan). The applicable margin is determined based on our leverage ratio but differs between LIBOR loans
and ABR loans. For LIBOR-based borrowing, the margin varies from 1.75% to 2.50%. For ABR-based borrowing, the margin will
vary from 0.75% to 1.50%. Total commitments are $1.51 billion.

On September 13, 2019, we completed a private placement offering of $1.1 billion aggregate principal amount of unsecured

notes bearing an interest rate of 5.00% which are due in September 2029. The proceeds from this note offering were used to
finance a portion of the acquisition of the Nexstar Stations, and along with borrowing under the revolving credit facility, were
used to repay the remaining $320 million of notes bearing fixed rate interest at 5.125% which had become due in October 2019.
Additionally we early repaid $290 million of our $600 million unsecured notes bearing fixed interest at 5.125% which are due in
July 2020.

On January 9, 2020 we completed a private placement offering of $1.0 billion senior notes bearing an interest rate of 4.625%

which are due in March 2028. These senior notes, as well as those issued in September 2019, include customary market
covenants and call provisions consistent with our past issuances. On February 11, 2020 we used the net proceeds to repay the
remaining $310 million principal amount of our 5.125% Senior Notes due 2020, the $650 million principal amount of our 6.375%
Senior Notes due 2023, a $13.8 million call premium on our 6.375% Senior Notes due 2023 and borrowings under our revolving
credit facility.

We also have an effective shelf registration statement on Form S-3 on file with the U.S. Securities and Exchange

Commission under which an unspecified amount of securities may be issued, subject to a $7.0 billion limit established by the
Board of Directors. Proceeds from the sale of such securities may be used for general corporate purposes, including capital
expenditures, working capital, securities repurchase programs, repayment of debt and financing of acquisitions. We may also
invest borrowed funds that are not required for other purposes in short-term marketable securities.

We expect our existing cash and cash equivalents, cash flow from our operations, and borrowing capacity under the
revolving credit facility will be sufficient to satisfy our debt service obligations, capital expenditure requirements, and working
capital needs for the next twelve months. Our debt maturities may be repaid with cash flow from operating activities, accessing
capital markets or a combination of both. The following schedule of annual maturities of the principal amount of total debt
assumes we use available capacity under our revolving credit facility to refinance unsecured floating rate term loans payments
and unsecured notes due in 2020 and 2021 to the extent of the then undrawn capacity. Based on this refinancing assumption, all
maturities repaid utilizing the revolver in 2020 and 2021 are reflected as maturities for 2024, the year the revolving credit facility
expires (in thousands).

Repayment schedule of principal long-term debt as of Dec. 31, 2019
2020 (1)
2021 (1)
2022

190,200

—

2023
2024 (2)
Thereafter

Total

650,000

1,822,800

1,540,000

$ 4,203,000

(1) Debt payments due in 2020 and 2021 are assumed to be repaid with funds from the revolving credit facility, up to our maximum

borrowing capacity. The revolving credit facility expires in 2024. Excluding our ability to repay funds with the revolving credit facility,
contractual debt maturities are $435 million in 2020, $350 million in 2021, $650 million in 2023 and $1.2 billion in 2024.

(2) Assumes the then current revolving credit facility borrowings come due in 2024 and the revolving credit facility is not extended.

Contractual obligations and commitments

The following table summarizes the expected cash outflows resulting from financial contracts and commitments as of the end

of 2019 (in thousands).

Contractual obligations

Long-term debt (1)
Interest payments (2)
Operating leases (3)
Talent and employment contracts (4)
Purchase obligations (5)
Programming contracts (6)
Other noncurrent liabilities (7)
Total

Total

2020

2021-2022

2023-2024

4,203,000 $

— $

190,200 $

2,472,800 $

Payments due by period

1,065,303

152,547

262,077

129,530

2,312,734

54,407

176,109

15,618

133,070

97,586

758,608

7,389

306,511

33,013

118,700

25,606

1,083,290

11,416

239,141

27,920

9,102

6,338

470,836

10,783

Thereafter

1,540,000

343,542

75,996

1,205

—

24,819

8,179,598 $

1,188,380 $

1,768,736 $

3,236,920 $

1,985,562

(1) Long-term debt includes scheduled principal payments only. We have contractual debt maturities of $435.0 million in 2020. See Note 6 to the

consolidated financial statements for further information.

(2) Interest on the senior notes is based on the stated cash coupon rate and excludes the amortization of debt issuance discount. The floating
rate term loan interest rates are based on the actual rates as of December 31, 2019. We have $903.0 million of outstanding borrowings
under our revolving credit facility as of December 31, 2019. We have not included estimated interest payments in the table above since
payments into and out of the credit facility change daily. For illustrative purposes, assuming the December 31, 2019 revolving credit facility
balance does not change during 2020 and rates remain at the same level as those existing as of December 31, 2019, we estimate interest
payments in 2020 would be approximately $38.8 million.

(3) See Note 8 to the consolidated financial statements.

(4) Our talent and employment contracts primarily secure our on-air talent and other personnel for our television stations through multi-year
talent and employment agreements. We expect our contracts will be renewed or replaced with similar agreements upon their expiration.
Amounts due under the contracts, assuming the contracts are not terminated prior to their expiration, are included in the contractual
commitments table.

(5) Includes purchase obligations pertaining to technology related capital projects, news and market data services, and other legally binding

commitments. Amounts which we are liable for under purchase orders outstanding as of December 31, 2019 are reflected in the
Consolidated Balance Sheets as accounts payable and accrued liabilities and are excluded from the table above.

(6) Programming contracts include television station commitments to purchase programming to be produced in future years. This also includes

amounts related to our network affiliation agreements. Network affiliation agreements may include variable fee components such as
subscriber levels, which in have been estimated and reflected in the table above.

(7) Other noncurrent liabilities consist of both unfunded and under-funded postretirement benefit plans. Unfunded plans include the TEGNA

Supplemental Retirement Plan and the TEGNA Retiree Welfare Plan. Employer contributions, which equal the expected benefit payments,
are reflected in the table above over the next ten-year period. Our under-funded pension plan is the TEGNA Retirement Plan (TRP). In 2020,
we expect no contributions to the TRP and $6.7 million to the SERP. TRP contributions beyond the next fiscal year are excluded due to
uncertainties regarding significant assumptions involved in estimating these contributions, such as interest rate levels as well as the amount
and timing of invested asset returns.

Due to uncertainty with respect to the timing of future cash flows associated with unrecognized tax benefits as of December
31, 2019, we are unable to make reasonably reliable estimates of the period of cash settlement. Therefore, approximately $8.1
million of unrecognized tax benefits have been excluded from the contractual obligations table above. See Note 5 to the
consolidated financial statements for a further discussion of income taxes.

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, 2019, we had
no material 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 September 19, 2017, 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, 2019, we have $279.1 million remaining under this authorization.
As a result of our Recent Acquisitions during 2019, we have suspended share repurchases under this program. The table below
summarizes our share repurchases during the past three years (in thousands).

Stock repurchases
Number of shares purchased

Dollar amount purchased

Repurchases made in fiscal year
2017
2018
2019

—

545

1,498

— $

5,831 $

23,480

The shares may be repurchased at management’s discretion, either in the open market or in privately negotiated block
transactions. Management’s decision to repurchase shares will depend on price and other corporate developments. Purchases
may occur from time to time and no maximum purchase price has been set. Certain of the shares we previously acquired have
been reissued in settlement of employee stock awards.

Our common stock outstanding as of December 31, 2019, totaled 217,463,550 shares, compared with 215,758,630 shares

as of December 31, 2018.

Critical accounting policies and the use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to

make estimates and assumptions about future events that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ significantly from those estimates. We believe the following discussion
addresses our most critical accounting policies, which are those that are material to the presentation of our financial condition
and results of operations and require management’s most subjective and complex judgments. This commentary should be read
in conjunction with our consolidated financial statements, selected financial data and the remainder of this Form 10-K.

Goodwill: As of December 31, 2019, our goodwill balance was $3.0 billion and represented approximately 42% of our total
assets. Goodwill represents the excess of acquisition cost over the fair value of assets acquired, including identifiable intangible
assets, net of liabilities assumed.

Goodwill is tested for impairment at a level referred to as the reporting unit. A reporting unit is a business for which discrete
financial information is available and segment management regularly reviews the operating results. The level at which we test
goodwill for impairment requires us to determine whether the operations below the operating segment level constitute a reporting
unit. We have determined that our one segment, Media, consists of a single reporting unit.

Goodwill is tested for impairment on an annual basis (first day of our fourth quarter) or between annual tests if events or

changes in circumstances occurred that indicate the fair value of a reporting unit may be below its carrying amount.

Before performing the annual goodwill impairment test quantitatively, we first have the option to perform a qualitative

assessment to determine if the quantitative test must be completed. The qualitative assessment considers events and
circumstances such as macroeconomic conditions, industry and market conditions, cost factors and overall financial
performance, as well as company and specific reporting unit specifications. If after performing this assessment, we conclude it is
more likely than not that the fair value of a reporting unit is less than its carrying amount, then we are required to perform the
quantitative test. Otherwise, the quantitative test is not required. In 2019, 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. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, the reporting
unit’s goodwill is impaired and we recognize an impairment loss equal to the difference between the reporting unit’s carrying
amount and fair value.

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 2019, we completed our annual
goodwill impairment test for our reporting unit. The results of the test indicated that the estimated fair value of our reporting unit
significantly exceeded the carrying value. For our reporting unit, the estimated value would need to decline by over 50% to fail
the quantitative goodwill impairment test. We do not believe that the reporting unit is currently at risk of incurring a goodwill
impairment in the foreseeable future.

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. New and developing
competition as well as technological change could also adversely affect future fair value estimates. Due to the many variables
inherent in the estimation of the reporting unit’s fair value and the relative size of our recorded goodwill, differences in
assumptions could have a material effect on the estimated fair value of our reporting unit and could result in a goodwill
impairment charge in a future period.

Indefinite Lived Intangibles: Consist entirely of FCC broadcast licenses related to our acquisitions of television stations. As
of December 31, 2019, indefinite lived intangible assets were $2.1 billion and represented approximately 30% 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
Greenfield method utilizes a discounted cash flow model that incorporates several key assumptions, including market revenues,
long-term growth projections, estimated market share for a typical market participant, estimated profit margins based on market
size and station type, and a discount rate (determined using a weighted average cost of capital). Since these licenses are
considered indefinite lived intangible assets we do not amortize them, rather 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.

We have the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of the

indefinite lived asset is more than its carrying amount. If that is the case, then we do not need to perform the quantitative
analysis. The qualitative assessment considers trends in macroeconomic conditions, industry and market conditions, cost factors
and overall financial performance of the indefinite lived asset. In 2019, we elected to perform the optional qualitative assessment
for all of our licenses, including our FCC license from the KFMB acquisition (which had limited headroom in 2018 due to the fact
that we had recently recorded the intangible asset at fair value upon acquiring the station in February of 2018).

In performing the qualitative impairment analysis, we analyzed trends in the significant inputs used in the fair value

determination of the FCC license assets. This included reviewing trends in market revenues, market share, profit margins, long-
term expected growth rates, and changes in discount rate. The results of our qualitative procedures showed improvement in the
significant inputs from the prior year (including those related to the KFMB FCC license). As such, we concluded it was more
likely than not that the fair value of all of our indefinite lived FCC broadcast licenses was more than their carrying amounts. As
such, we did not perform a quantitative test in 2019.

Pension Liabilities: Certain employees participate in qualified and non-qualified defined benefit pension plans (see Note 7
to consolidated financial statements). Our principal defined benefit pension plan is the TEGNA Retirement Plan (TRP). We also
sponsor the TEGNA Supplemental Retirement Plan (SERP) for certain employees. Substantially all participants in the TRP and
SERP had their benefits frozen before 2009, and in December 2017, we froze all remaining accruing benefits for certain
grandfathered SERP participants.

We recognize the net funded status of these postretirement benefit plans as a liability on our Consolidated Balance Sheets.

There is a corresponding non-cash adjustment to accumulated other comprehensive loss, net of tax benefits recorded as
deferred tax assets, in stockholders’ equity. The funded status represents the difference between the fair value of each plan’s
assets and the benefit obligation of the plan. The benefit obligation represents the present value of the estimated future benefits
we currently expect to pay to plan participants based on past service.

The plan assets and benefit obligations are measured as of December 31 of each year, or more frequently, upon the

occurrence of certain events such as a plan amendment, settlement, or curtailment. The amounts we record are measured using
actuarial valuations, which are dependent upon key assumptions such as discount rates, participant mortality rates and the
expected long-term rate of return on plan assets. The assumptions we make affect both the calculation of the benefit obligations
as of the measurement date and the calculation of net periodic pension expense in subsequent periods. When reassessing
these assumptions we consider past and current market conditions and make judgments about future market trends. We also
consider factors such as the timing and amounts of expected contributions to the plans and benefit payments to plan
participants.

The most important assumptions include the discount rate applied to pension plan obligations and the expected long-term

rate of return on plan assets related for the TRP (the SERP is an unfunded plan). The discount rate assumption is based on
investment yields available at year-end on corporate bonds rated AA and above with a maturity to match the expected benefit
payment stream. A decrease in discount rates would increase pension obligations.

We establish the expected long-term rate of return by developing a forward-looking, long-term return assumption for each
pension fund asset class, taking into account factors such as the expected real return for the specific asset class and inflation. A
single, long-term rate of return is then calculated as the weighted average of the target asset allocation percentages and the
long-term return assumption for each asset class. We apply the expected long-term rate of return to the fair value of its pension
assets in determining the dollar amount of its expected return. Changes in the expected long-term return on plan assets would
increase or decrease pension plan expense. For 2019, we assumed a rate of 6.75% for our long-term expected return on
pension assets used for our TRP plan. 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 2019 by approximately $1.9 million. The
effects of actual results differing from these assumptions are accumulated as unamortized gains and losses.

For the December 31, 2019 measurement, the assumption used for the discount rate was 3.30% for our principal retirement

plan. 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 2019 (with all other assumptions held constant) would have decreased or increased
plan obligations by approximately $28.0 million. For 2019, the discount rate used to determine the pension expense was 4.35%.
A 50 basis points change in this discount rate would have changed total pension plan expense for 2019 by approximately $0.4
million.

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. 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. The annual tax expense reflected in the Consolidated Statements of Income is different than that reported
in our tax returns. Some of these differences are permanent (for example, expenses recorded for accounting purposes that are
not deductible in the returns such as certain entertainment expenses) and some differences are temporary and reverse over
time, such as depreciation expense. Temporary differences create deferred tax assets and liabilities. Deferred tax liabilities
generally represent tax expense recognized in the financial statements for which payment has been deferred, or expense for
which a deduction has been taken already in the tax return but the expense has not yet been recognized in the financial
statements. Deferred tax assets generally represent items that can be used as a tax deduction or credit in tax returns in future
years for which a benefit has already been recorded in the financial statements, as well as tax losses that can be carried over
and used in future years. Valuation allowances are established when necessary to reduce deferred income tax assets to the
amounts we believe are more likely than not to be recovered. In evaluating the amount of any such valuation allowance, we
consider the existence of cumulative income or losses in recent years, the reversal of existing temporary differences, the
existence of taxable income in prior carry back years, available tax planning strategies and estimates of future taxable income
for each of our taxable jurisdictions. The latter two factors involve the exercise of significant judgment. As of December 31, 2019,
deferred tax asset valuation allowances totaled $45.7 million, primarily related to minority investments, federal and state capital
losses, state interest disallowance carryovers, and state net operating losses available for carry forward to future years. Although
realization is not assured, we believe it is more likely than not that all other deferred tax assets for which no valuation allowances
have been established will be realized. This conclusion is based on our history of cumulative income in recent years and review
of historical and projected future taxable income.

We determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate
taxing authorities before any part of the benefit is recorded in our financial statements. A tax position is measured as the portion
of the tax benefit that is greater than 50% likely to be realized upon settlement with a taxing authority (that has full knowledge of
all relevant information). We may be required to change our provision for income taxes when the ultimate treatment of certain
items is challenged or agreed to by taxing authorities, when estimates used in determining valuation allowances on deferred tax
assets significantly change, or when receipt of new information indicates the need for adjustment in valuation allowances. 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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the potential gain/loss arising from changes in market rates and prices, such as interest rates and changes in

the market value of financial instruments. Our main exposure to market risk relates to interest rates. We have $1.02 billion in
floating interest rate obligations outstanding on December 31, 2019, and therefore are subject to changes in the amount of
interest expense we might incur. A 50 basis point increase or decrease in the average interest rate for these obligations would
result in an increase or decrease in annual interest expense of $5.1 million. Refer to Note 6 to the consolidated financial
statements for information regarding the fair value of our long-term debt. With the sale of our controlling interest in CareerBuilder
we no longer have a material market risk to changes in foreign exchange currency rates.

We believe that our market risk from financial instruments, such as accounts receivable, accounts payable and debt, is not

material.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of December 31, 2019 and 2018

FINANCIAL STATEMENTS

Consolidated Statements of Income for the Years Ended December 31, 2019, 2018 and 2017

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019, 2018 and 2017

Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017

Consolidated Statements of Equity for the Years Ended December 31, 2019, 2018 and 2017

Notes to Consolidated Financial Statements

Selected Financial Data (Unaudited)

Quarterly Statements of Income (Unaudited)

OTHER INFORMATION

SUPPLEMENTARY DATA

Page

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of TEGNA Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of TEGNA Inc. and its subsidiaries (the “Company”) as of
December 31, 2019, and the related consolidated statements of income, of comprehensive income, of equity and of cash flows
for the year ended December 31, 2019, including the related notes (collectively referred to as the “consolidated financial
statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2019, based on
criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2019, and the results of its operations and its cash flows for the year ended
December 31, 2019 in conformity with accounting principles generally accepted in the United States of America. Also in our
opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31,
2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for
leases in 2019.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control
over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in
Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express
opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting
based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control
over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded the Nexstar
Stations, Dispatch Stations and the Justice and Quest Networks from its assessment of internal control over financial reporting
as of December 31, 2019, because they were acquired by the Company in purchase business combinations during 2019. We
have also excluded the Nexstar Stations, Dispatch Stations and the Justice and Quest Networks from our audit of internal
control over financial reporting. The Nexstar Stations, Dispatch Stations and the Justice and Quest Networks are wholly-owned
subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control
over financial reporting represent approximately 3% of total assets and approximately 6% of total revenues, respectively, of the
related consolidated financial statement amounts as of and for the year ended December 31, 2019.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.

FCC Broadcast License Impairment Assessments

As described in Notes 1 and 3 to the consolidated financial statements, the Company’s consolidated FCC broadcast licenses
balance was $2.1 billion as of December 31, 2019. Intangible assets with indefinite lives are tested annually, or more often if
circumstances dictate, for impairment and written down to fair value as required. Management has 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 value. If that is the case, then management does 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 2019, management elected to perform the optional qualitative assessment. In
performing the qualitative impairment analysis, management analyzed trends in the significant inputs used in the fair value
determination of the FCC license assets. This included reviewing trends in market revenues, market share, profit margins, long-
term expected growth rates, and changes in the discount rate.

The principal considerations for our determination that performing procedures relating to FCC broadcast license impairment
assessments is a critical audit matter are there was significant judgment by management when determining whether it was more
likely than not that the fair value of FCC broadcast licenses exceeded their carrying value. This in turn led to significant auditor
judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions for the
changes in the discount rate, trends in market revenues, market share, and profit margins, which are included in management’s
qualitative assessment. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to
assist in performing these procedures and evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
management’s impairment assessment. These procedures also included, among others, testing management’s impairment
assessment and evaluating the significant assumptions used by management in the qualitative assessment, including trends in
market revenues, market share, profit margins and changes in the discount rate. Evaluating management’s assumptions related
to market revenues, market share and profit margins involved evaluating whether the assumptions used by management were
reasonable considering (i) the current and past performance in the market being evaluated, (ii) the consistency with external
market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.
Changes in the discount rate were evaluated by considering the cost of capital of comparable businesses and other industry
factors. Professionals with specialized skill and knowledge were used to assist in the evaluation of certain significant
assumptions, including the discount rate.

Valuation of FCC Broadcast Licenses Acquired in the Gray, Dispatch Broadcast Group and Nexstar Station Acquisitions

As described in Notes 1 and 2 to the consolidated financial statements, the Company completed the Gray, Dispatch Broadcast
Group and Nexstar station acquisitions in 2019, which resulted in $717 million of FCC broadcast licenses being recorded. The
FCC broadcast licenses are recorded at their estimated fair value at the date of acquisition. Fair value is estimated by
management using an income approach called the Greenfield Method. The Greenfield Method involves a discounted cash flow
model that incorporates several key assumptions, including market revenues, long-term growth projections, estimated market
share for a typical market participant, estimated profit margins based on market size and station type, and the discount rate.

The principal considerations for our determination that performing procedures relating to the valuation of FCC broadcast licenses
acquired in the Gray, Dispatch Broadcast Group and Nexstar station acquisitions is a critical audit matter are there was
significant judgment by management when developing the fair value measurement of these broadcast licenses. This in turn led
to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant
assumptions for the discount rates, market revenues, long-term growth projections, estimated market share, and estimated profit

margins, which are included in management’s cash flow projections. In addition, the audit effort involved the use of professionals
with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
management’s acquisition accounting, including controls over the valuation of the acquired FCC broadcast licenses. These
procedures also included, among others, (i) testing management’s process for developing the fair value estimate; (ii) evaluating
the appropriateness of the discounted cash flow model; (iii) testing the completeness, accuracy, and relevance of underlying
data used in the model; and (iv) evaluating the significant assumptions used by management, including the market revenues,
long-term growth projections, estimated market share, estimated profit margins, and the discount rate. Evaluating management’s
assumptions related to market revenues, long-term growth projections, estimated market share and estimated profit margins
involved evaluating whether the assumptions used by management were reasonable considering the current and past
performance in the market being evaluated and the consistency with external market and industry data. The discount rates were
evaluated by considering the cost of capital of comparable businesses and other industry factors. Professionals with specialized
skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow model and certain significant
assumptions, including the discount rates.

/s/ PricewaterhouseCoopers LLP

McLean, Virginia

March 2, 2020

We have served as the Company’s auditor since 2018.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of TEGNA Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of TEGNA Inc. (the Company) as of December 31, 2018, the
related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the two years
in the period ended December 31, 2018, and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company
at December 31, 2018, and the results of its operations and its cash flows for each of the two years in the period ended December
31, 2018, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We served as the Company’s auditor from 2005 to 2019.

Tysons, Virginia
March 1, 2019

TEGNA Inc.
CONSOLIDATED BALANCE SHEETS

In thousands of dollars

ASSETS

Current assets

Cash and cash equivalents

Accounts receivable, net of allowances of $3,723 and $3,090, respectively

Other receivables

Syndicated programming rights

Prepaid expenses and other current assets

Total current assets

Property and equipment

Land

Buildings and improvements

Equipment, furniture and fixtures

Construction in progress

Total

Less accumulated depreciation

Net property and equipment

Intangible and other assets

Goodwill

Indefinite-lived and amortizable intangible assets, less accumulated amortization of $168,452 and

$118,958, respectively

Right-of-use assets for operating leases

Investments and other assets

Total intangible and other assets

Total assets

Dec. 31,

2019

2018

29,404 $

581,765

19,640

49,616

26,899

135,862

425,404

20,967

35,252

17,737

707,324

635,222

86,456

322,961

553,995

34,324

997,736

(512,015)

485,721

68,540

259,053

489,799

40,778

858,170

(482,955)

375,215

2,950,587

2,596,863

2,561,614

1,526,077

103,461

145,269

—

143,465

5,760,931

4,266,405

6,953,976 $

5,276,842

TEGNA Inc.
CONSOLIDATED BALANCE SHEETS

In thousands of dollars, except par value and share amounts

LIABILITIES AND EQUITY

Current liabilities

Accounts payable

Accrued liabilities

Compensation

Interest

Contracts payable for programming rights

Other

Dividends payable

Income taxes payable

Total current liabilities

Noncurrent liabilities

Income taxes

Deferred income tax liability

Long-term debt

Pension liabilities

Operating lease liabilities

Other noncurrent liabilities

Total noncurrent liabilities

Total liabilities

Commitments and contingent liabilities (see Note 13)

Shareholders’ equity

Common stock of $1 par value per share, 800,000,000 shares authorized, 324,418,632 shares
issued

Additional paid-in capital

Retained earnings

Accumulated other comprehensive loss

Less treasury stock at cost, 106,955,082 shares and 108,660,002 shares, respectively

Total equity

Total liabilities and equity

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

Dec. 31,

2019

2018

51,894 $

83,226

63,876

46,013

119,872

60,983

15,188

3,332

52,726

37,458

112,059

49,211

15,154

19,383

361,158

369,217

7,490

515,621

13,624

396,847

4,179,245

2,944,466

127,146

105,902

67,037

5,002,441

5,363,599

139,375

—

72,389

3,566,701

3,935,918

324,419

247,497

324,419

301,352

6,655,088

6,429,512

(142,597)

(136,511)

(5,494,030)

(5,577,848)

1,590,377

1,340,924

6,953,976 $

5,276,842

TEGNA Inc.
CONSOLIDATED STATEMENTS OF INCOME

In thousands of dollars, except per share amounts

Revenues

Operating expenses:
Cost of revenues1

Business units - Selling, general and administrative expenses

Corporate - General and administrative expenses

Depreciation

Amortization of intangible assets

2019

Dec. 31,

2018

2017

2,299,497 $

2,207,282 $

1,903,026

1,228,237

1,065,933

326,804

315,320

80,144

60,525

50,104

52,467

55,949

30,838

933,718

287,396

54,943

55,068

21,570

4,429

Spectrum repacking reimbursements and other, net (see Note 11)

(5,335)

(11,701)

Total

Operating income

Non-operating income (expense):

Equity income in unconsolidated investments, net

Interest expense

Other non-operating items, net

Total

Income before income taxes

Provision (benefit) for income taxes

Income from continuing operations

Income (loss) from discontinued operations, net of tax

Net income

Net loss attributable to noncontrolling interests from discontinued operations

Net income attributable to TEGNA Inc.

Earnings from continuing operations per share - basic

Earnings (loss) from discontinued operations per share - basic

Net income per share - basic

Earnings from continuing operations per share - diluted

Earnings (loss) from discontinued operations per share - diluted

Net income per share - diluted

Weighted average number of common shares outstanding:

Basic shares

Diluted shares

1,740,479

1,508,806

1,357,124

559,018

698,476

545,902

10,149

13,792

10,402

(205,470)

(192,065)

(210,284)

11,960

(11,496)

(35,304)

(183,361)

(189,769)

(235,186)

375,657

89,422

286,235

508,707

107,367

401,340

310,716

(137,246)

447,962

—

4,325

(232,916)

286,235

405,665

—

215,046

58,698

286,235 $

405,665 $

273,744

1.32 $

—

1.32 $

1.31 $

—

1.31 $

1.86 $

0.02

1.88 $

1.85 $

0.02

1.87 $

2.08

(0.81)

1.27

2.06

(0.80)

1.26

217,138

217,977

216,184

216,621

215,587

217,478

1Cost of revenues exclude charges for depreciation and amortization expense, which are shown separately above.

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

TEGNA Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

In thousands of dollars

2019

Dec. 31,
2018

2017

Net income

286,235 $

405,665 $

215,046

Redeemable noncontrolling interests (income not available to shareholders)

Other comprehensive (loss) income, before tax:

Foreign currency translation adjustments

Pension and other post-retirement benefit items:

Recognition of previously deferred post-retirement benefit plan costs

Actuarial (loss) gain arising during the period

Pension lump-sum payment charges

Pension and other postretirement benefit items

Unrealized gain on available for sale investment during the period

Other comprehensive (loss) income, before tax

Income tax effect related to components of other comprehensive income (loss)

Other comprehensive (loss) income, net of tax

Comprehensive income

Comprehensive loss attributable to noncontrolling interests, net of tax

—

(774)

5,764

(13,822)

686

(7,372)

—

(8,146)

2,060

(6,086)

—

362

5,141

(19,279)

7,498

(6,640)

—

(6,278)

1,535

(4,743)

280,149

400,922

—

Comprehensive income attributable to TEGNA Inc.

280,149 $

400,922 $

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

(2,797)

34,563

8,837

20,373

—

29,210

1,776

65,549

(11,340)

54,209

266,458

55,676

322,134

TEGNA Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS

In thousands of dollars

Cash flows from operating activities:

Net income

Adjustments to reconcile net income to net cash flow from operating activities:

2019

Dec. 31,

2018

2017

286,235 $

405,665 $

215,046

Depreciation

Amortization of intangible assets

Stock-based compensation

Company stock 401(k) contribution

Loss on sale of CareerBuilder

(Gains) losses on assets

Provision (benefit) for deferred income taxes

Equity income in unconsolidated investees, net

Changes in operating assets and liabilities, net of acquisitions:

(Increase) decrease in trade receivables

Increase (decrease) in accounts payable

Increase (decrease) in interest and taxes payable

Increase (decrease) in deferred revenue

Pension contributions, net of expense

Spectrum channel share proceeds

Changes in other assets and liabilities, net

Net cash flows from operating activities

Cash flows from investing activities:

Purchase of property and equipment

Reimbursement from spectrum repacking

Payments for acquisitions of businesses, net of cash acquired

Payments for investments

Proceeds from investments

Proceeds from sale of businesses and assets

Proceeds from insurance settlements

60,525

50,104

20,146

9,558

—

(7,402)

22,064

(10,149)

(86,245)

(29,526)

(8,284)

1,007

55,949

30,838

12,531

—

(4,991)

17,258

(13,792)

(5,351)

29,357

22,895

898

(19,447)

(42,015)

—

8,887

297,473

—

17,967

527,209

(88,356)

16,974

(65,230)

7,400

(1,514,183)

(328,433)

(4,986)

4,698

22,383

—

(11,677)

7,189

16,335

—

Net cash (used for) provided by investing activities

(1,563,470)

(374,416)

Cash flows from by financing activities:

Proceeds from (payments of) borrowings under revolving credit facilities, net

853,000

50,000

74,637

61,870

17,098

—

342,900

19,803

(296,820)

(10,462)

14,541

(21,474)

(29,977)

(3,888)

(13,276)

32,588

(13,157)

389,429

(76,886)

—

(6,405)

37,880

205,188

16,454

176,231

(635,000)

675,000

—

Proceeds from Cars.com borrowings

Proceeds from borrowings

Debt repayments

Payments for debt issuance and premiums for early redemption costs

Dividends paid

Repurchases of common stock

Net settlement of stock for tax withholding and proceeds from stock option exercises

Distributions to noncontrolling membership interests

Cash transferred to the Cars.com business

Net cash provided by (used for) financing activities

—

1,100,000

—

(710,000)

(121,146)

(412,246)

(22,018)

(60,624)

—

(819)

—

(5,269)

(60,290)

(5,831)

(2,436)

—

(9,795)

(90,170)

(23,480)

(3,932)

(22,980)

(20,133)

1,159,539

(144,972)

(542,736)

(Decrease) increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash from continuing operations, beginning of year

Cash, cash equivalents and restricted cash from discontinued operations, beginning of year

(106,458)

135,862

—

7,821

128,041

—

Balance of cash, cash equivalents and restricted cash at beginning of year

135,862

128,041

Balance of cash, cash equivalents and restricted cash at end of year

29,404 $

135,862 $

22,924

44,076

61,041

105,117

128,041

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

TEGNA Inc.
CONSOLIDATED STATEMENTS OF EQUITY

In thousands of dollars, except per share data

TEGNA Inc. Shareholders’ Equity

Common
stock

Additional
paid-in
capital

Retained
earnings

Accumulated
other
comprehensive
income (loss)

Treasury
stock

Noncontrolling
Interests

Total

Balance as of Dec. 31, 2016
Net Income

Redeemable noncontrolling interests

Other comprehensive income, net of tax
Total comprehensive income
Dividends declared: $0.35 per share
Spin-off of Cars.com (see Note 14)
Distributions to noncontrolling
membership shareholders

Treasury stock acquired
Stock-based awards activity
Stock-based compensation
Deconsolidation of CareerBuilder
Other activity
Balance as of Dec. 31, 2017

Net Income

Other comprehensive loss, net of tax
Total comprehensive income

Cumulative effects of accounting changes

Dividends declared: $0.28 per share

Treasury stock acquired

Stock-based awards activity

Stock-based compensation

Other activity

$ 324,419 $ 473,742 $7,384,556 $

(161,573) $(5,749,726) $

273,744

(6,260)

54,650

(75,164)
(1,513,881)

(109,560)
17,098

847

(23,480)
105,629

$ 324,419 $ 382,127 $6,062,995 $

(106,923) $(5,667,577) $

405,665

21,121

(60,269)

(4,743)

(24,845)

(5,831)

95,560

(96,060)

12,531

2,754

281,587 $2,553,005
215,046
(58,698)

(2,797)

5,819

(2,797)

54,209
266,458
(75,164)
(1,513,881)

(22,980)

(23,480)
(3,931)
17,098
(202,931)
847
— $ 995,041

(202,931)

405,665

(4,743)

400,922

(3,724)

(60,269)

(5,831)

(500)

12,531

2,754

Balance as of Dec. 31, 2018

$ 324,419 $ 301,352 $6,429,512 $

(136,511) $(5,577,848) $

— $1,340,924

Net Income

Other comprehensive loss, net of tax
Total comprehensive income

Dividends declared: $0.28 per share

Company stock 401(k) contribution

Stock-based awards activity

Stock-based compensation

Other activity

286,235

(60,659)

(6,086)

32,648

51,170

(23,090)

(51,990)

20,146

1,079

286,235

(6,086)

280,149

(60,659)

9,558

(820)

20,146

1,079

Balance as of Dec. 31, 2019

$ 324,419 $ 247,497 $6,655,088 $

(142,597) $(5,494,030) $

— $1,590,377

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – Description of business, basis of presentation and summary of significant accounting policies

Description of business: We are an innovative media company serving the greater good of our communities. Our business
includes 62 television stations operating and four radio stations in 51 U.S. markets, offering high-quality television programming
and digital content. Each television station also has a robust digital presence across online, mobile and social platforms.
Through TEGNA Marketing Solutions (TMS), our integrated sales and back-end fulfillment operations, we deliver results for
advertisers across television, email, social and Over the Top (OTT) platforms, including Premion, our OTT advertising network.

Use of estimates: The financial statements have been prepared in accordance with U.S. generally accepted accounting
principles (GAAP). In doing so, we are required to make estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Significant
estimates include, but are not limited to, evaluation of goodwill and other intangible assets for impairment, allocation of purchase
price to assets and liabilities in business combinations, fair value measurements, post-retirement benefit plans, income taxes
including deferred tax assets, and contingencies.

Basis of Presentation: The consolidated financial statements include the accounts of subsidiaries we control and variable

interest entities if we are the primary beneficiary. We eliminate all intercompany balances, transactions, and profits in
consolidation. Investments in entities for which we have significant influence, but do not have control, are accounted for under
the equity method. Our share of net earnings and losses from these ventures is included in Equity income in unconsolidated
investments, net in the Consolidated Statements of Income.

On May 31, 2017, we completed the spin-off of our digital automotive marketplace business, Cars.com. In addition, on July

31, 2017, we completed the sale of our majority ownership stake in CareerBuilder. As a result of these strategic actions, we
disposed of substantially all of our Digital Segment business and have therefore classified its historical financial results as
discontinued operations. See Note 14 for further discussion regarding the spin-off of Cars.com and the sale of CareerBuilder and
the impact of each transaction on our consolidated financial statements.

Segment presentation: We operate one operating and reportable segment, which primarily consists of our 62 television
stations operating in 51 markets. Our reportable segment structure has been determined based on management and internal
reporting structure, the nature of products and services we offer, and the financial information that is evaluated regularly by our
chief operating decision maker.

Cash and cash equivalents: Cash and cash equivalents consist of cash and highly liquid short-term investments with

original maturities of three months or less. Cash and cash equivalents are carried at cost plus accrued interest, which
approximates fair value.

Trade receivables and allowances for doubtful accounts: Trade receivables are recorded at invoiced amounts and

generally do not bear interest. The allowance for doubtful accounts reflects our estimate of credit exposure, determined
principally on the basis of our collection experience, aging of our receivables and any specific reserves needed for certain
customers based on their credit risk. Bad debt expense, which is included in cost of revenues on our Consolidated Statements of
Income, was $2.4 million in 2019, $3.9 million in 2018 and $2.6 million in 2017. Write-offs of trade receivables (net of recoveries)
were $3.0 million in 2019, $3.9 million in 2018 and $1.9 million in 2017.

Property and equipment: Property and equipment are recorded at cost, and depreciation is provided generally on a

straight-line basis over the estimated useful lives of the assets. The estimated useful lives are generally: buildings and
improvements, 10 to 40 years; and machinery, equipment and fixtures, 3 to 25 years. Expenditures for maintenance and repairs
are expensed as incurred. During 2017, 2018 and 2019, we had expenditures related to the Federal Communication
Commission’s (FCC) repack project. See Note 13 for further discussion.

Valuation of long-lived assets: We review the carrying amount of long-lived assets (mostly property and equipment and
definite-lived intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. Once an indicator of potential impairment has occurred, the impairment test is based on whether the
intent is to hold the asset for continued use or to hold the asset for sale. If the intent is to hold the asset for continued use, the
impairment test first requires a comparison of projected undiscounted future cash flows against the carrying amount of the asset
group. If the carrying value of the asset group exceeds the estimated undiscounted future cash flows, the asset group would be
deemed to be potentially impaired. The impairment, if any, would be measured based on the amount by which the carrying
amount exceeds the fair value. Fair value is determined primarily using the projected future cash flows, discounted at a rate
commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except
that fair values are reduced for the cost to dispose. We recognized impairment charges in 2019 and 2017 related to long-lived
assets. See Note 11 for further discussion.

Goodwill and indefinite-lived intangible assets: The assets and liabilities of acquired businesses are recorded under the

acquisition method of accounting at their estimated fair values at the date of acquisition. Goodwill represents the excess of
acquisition cost over the fair value of assets acquired, including identifiable intangible assets, net of liabilities assumed.

Our goodwill balance was $3.0 billion as of December 31, 2019 and $2.6 billion as of December 31, 2018. Goodwill is tested
for impairment on an annual basis (first day of our fourth quarter) or between annual tests if events or changes in circumstances
indicate that the fair value of our reporting unit may be below its carrying amount.

Before performing the annual goodwill impairment test quantitatively, we first have the option to perform a qualitative

Goodwill is accounted for at the segment level and allocated to, and tested for impairment at, a level referred to as the

reporting unit. We have determined that our one segment, Media, consists of a single reporting unit.

When performing the quantitative test, we determine the fair value of the reporting unit and compare it to the carrying

amount, including goodwill. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, the reporting
unit’s goodwill is impaired and we must recognize an impairment loss for the difference between the carrying amount and the fair
value of the reporting unit.

We estimate the fair value of our reporting unit based on a market-based valuation methodology, which is primarily based on

our consolidated market capitalization plus a reasonable control premium. In the fourth quarter of 2019, we completed our
annual goodwill impairment test for our reporting unit. The results of the test indicated that the estimated fair value of our
reporting unit significantly exceeded the carrying value.

We also have significant intangible assets with indefinite lives associated with FCC broadcast licenses related to our

acquisitions of television and radio stations. The FCC broadcast licenses are recorded at their estimated fair value at the date of
acquisition. Fair value is estimated using an income approach called the Greenfield method. The Greenfield method utilizes a
discounted cash flow model that incorporates several key assumptions, including market revenues, long-term growth
projections, estimated market share for a typical market participant, estimated profit margins based on market size and station
type, and a discount rate (determined using a weighted average cost of capital). Since these licenses are considered indefinite
lived intangible assets we do not amortize them, rather they are tested for impairment annually (first day of our fourth quarter), or
more often if circumstances dictate, for impairment and written down to fair value as required. We have the option to first perform
a qualitative assessment to determine if it is more likely than not that the fair value of the indefinite lived asset is more than its
carrying amount. If that is the case, then we do not need to perform the quantitative analysis. The qualitative assessment
considers trends in macroeconomic conditions, industry and market conditions, cost factors and overall financial performance of
the indefinite lived asset. In 2019, we elected to perform the optional qualitative assessment, which included our FCC license
from the KFMB acquisition (which had limited headroom in 2018 due to the fact that we had recently recorded the intangible
asset at fair value upon acquiring the station in February of 2018).

In performing the qualitative impairment analysis, we analyzed trends in the significant inputs used in the fair value

determination of the FCC license assets. This included reviewing trends in market revenues, market share, profit margins, long-
term expected growth rates, and changes in the discount rate. The results of our qualitative procedures showed improvement in
the significant inputs from the prior year (including our KFMB FCC license). As such, we concluded it was more likely than not
that the fair value of all of our indefinite lived FCC broadcast licenses was more than their carrying amounts. As such, we did not
perform a quantitative test in 2019.

Investments and other assets: Investments where we have the ability to exercise significant influence, but do not control,

are accounted for under the equity method of accounting. Significant influence typically exists if we have a 20% to 50%
ownership interest in the investee. Under this method of accounting, our share of the net earnings or losses of the investee is
included in non-operating income, on our Consolidated Statements of Income. We evaluate our equity method investments for
impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be
impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in
earnings in the current period. Certain differences exist between our investment carrying value and the underlying equity of the
investee companies principally due to fair value measurement at the date of investment acquisition and due to impairment
charges we recorded for certain of the investments. We recognized gains of $19.7 million on the sale of four such investments in
2019. We also recognized an impairment charge of $2.6 million in 2017 related to one such investment.

Investments in non-public businesses that do not have readily determinable pricing, and for which we do not have control or

do not exert significant influence, are carried at cost less impairments, if any, plus or minus changes in observable prices for
those investments. Gains or losses resulting from changes in the carrying value of these investments are included as a non-

operating expense. As of December 31, 2019, such investments totaled approximately $32.4 million and as of December 31,
2018, they totaled approximately $24.5 million. In 2019 we recognized gains of $5.9 million due to an observable price increase
in two such investments. During 2018, we recorded impairment charges of $2.0 million on debt investments which had been
classified as an other long-term asset. In 2017, we also recorded a non-cash impairment charge of $5.8 million associated with
the write-off of a note receivable from one of our former investments.

Our television stations are party to program broadcasting contracts which provide us with rights to broadcast syndicated
programs, original series and films. These contracts are recorded at the gross amount of the related liability when the programs
are available for telecasting. The related assets are recorded at the lower of cost or estimated net realizable value. Program
assets are classified as current (as a prepaid expense) or noncurrent (as an other asset) in the Consolidated Balance Sheets,
based upon the expected use of the programs in succeeding years. The amount charged to expense appropriately matches the
cost of the programs with the revenues associated with them. The liability for these contracts is classified as current or
noncurrent in accordance with the payment terms of the contracts. The payment period generally coincides with the period of
telecast for the programs, but may be shorter.

We evaluate the net realizable value of our program broadcasting contract assets when a triggering event occurs, such as a
change in our intended usage, or sustained lower than expected ratings for the program. Impairment analysis are performed at
the syndicated program level (across all stations that utilize the program). We determine the net realizable value based on a
projection of the estimated advertising revenues less projected direct costs associated with the syndicated program (which is
classified as Level 3 in the fair value hierarchy). If the future direct costs exceed expected revenues, impairment of the program
asset may be required. No impairment charges were recognized in 2019, 2018 or 2017.

Revenue recognition: We adopted the FASB’s new revenue recognition guidance beginning January 1, 2018 using the
modified retrospective method. We began recognizing revenue under this new guidance in the first quarter of 2018 and did not
restate prior years. We applied the standard to all contracts open as of January 1, 2018. The cumulative prior period effect of
applying the guidance was $3.7 million which was recorded as a decrease to retained earnings upon adoption.

Revenue is recognized upon the transfer of control of promised services to our customers in an amount that reflects the

consideration we expect to receive in exchange for those services. Revenue is recognized net of any taxes collected from
customers, which are subsequently remitted to governmental authorities. Amounts received from customers in advance of
providing services to our customers are recorded as deferred revenue.

Our primary source of revenue is earned through the sale of advertising and marketing services (AMS). This revenue

stream includes all sources of our traditional television and radio advertising, as well as digital revenues including Premion.
Contracts within this revenue stream are short-term in nature (most often three months or less). Contracts generally consist of
multiple deliverables, such as television commercials, or digital advertising solutions, that we have identified as individual
performance obligations. Before performing under the contract, we establish the transaction price with our customer based on
the agreed upon rates for each performance obligation. There is no material variability in the transaction price during the term of
the contract.

Revenue is recognized as we fulfill our performance obligations to our customers. For our AMS revenue stream, we
measure the fulfillment of our performance obligations based on the airing of the individual television commercials or display of
digital advertisements. This measure is most appropriate as it aligns our revenue recognition with the value we are providing to
our customers. The price of each individual commercial and digital advertisement is negotiated with our customer and is
determined based on multiple factors, including, but not limited to, the programming and day-part selected, supply of available
inventory, our station’s viewership ratings and overall market conditions (e.g., timing of the year and strength of U.S. economy).
Customers are billed monthly and payment is generally due 30 days after the date of invoice. Commission costs related to these
contracts are expensed as incurred due to the short-term nature of the contracts.

We also earn subscription revenue from retransmission consent contracts with multichannel video programming distributors

(e.g., cable and satellite providers) and over the top providers (companies that deliver video content to consumers over the
Internet). Under these multi-year contracts, we have performance obligations to provide our customers with our stations’ signals,
as well as our consent to retransmit those signals to their customers. Subscription revenue is recognized in accordance with the
guidance for licensing intellectual property utilizing a usage based method. The amount of revenue earned is based on the
number of subscribers to which our customers retransmit our signal, and the negotiated fee per subscriber included in our
contract agreement. Our customers submit payments monthly, generally within 60-90 days after the month that the service was
provided. Our performance obligations are satisfied, and revenue is recognized, as our customers retransmit our signal. This
measure toward satisfaction of our performance obligations and recognition of revenue is the most appropriate as it aligns our
revenue recognition with the value that we are delivering to our customers through our retransmission consent.

We also generate revenue from the sale of political advertising. Contracts within this revenue stream are short-term in
nature (typically weekly or monthly buys during political campaigns). Customers pre-pay these contracts and we therefore defer
the associated revenue until the advertising has been delivered, at which time we have satisfied our performance obligations
and recognize revenue. Commission costs related to these contracts are expensed as incurred due to the short-term nature of
the contracts.

Our remaining revenue is comprised of various other services, primarily production services (for news content and

commercials) and sublease rental income. Revenue is recognized as these various services are provided to our customers.

In instances where we sell services from more than one revenue stream to the same customer at the same time, we

recognize one contract and allocate the transaction price to each deliverable element (e.g. performance obligation) based on the
relative fair value of each element.

Revenue earned by categories in 2019, 2018 and 2017 are shown below (amounts in thousands):

2019

Year ended Dec. 31,
2018

2017

Advertising & Marketing Services

1,226,607 $

1,106,754 $

1,139,642

Subscription

Political

Other

Total revenues

1,005,030

38,478

29,382

840,838

233,613

26,077

718,750

23,258

21,376

2,299,497 $

2,207,282 $

1,903,026

Retirement plans: Certain employees are covered by defined benefit pension plans and we provide certain medical and life

insurance benefits to eligible retirees (collectively postretirement benefit plans). The amounts we record related to our
postretirement benefit plans are computed using actuarial valuations that are based in part on certain key economic
assumptions we make, including the discount rate, the expected long-term rate of return on plan assets and other actuarial
assumptions including mortality estimates, health care cost trend rates and employee turnover, each as appropriate based on
the nature of the plans. Depending on the timing of the estimated payments, we recognize the funded status of our
postretirement benefit plans as a current or non-current liability within our Consolidated Balance Sheets. When annually
adjusting to recognize the funded status of the plan, there is a corresponding non-cash adjustment to accumulated other
comprehensive loss, net of tax benefits, recorded in the Consolidated Statements of Equity. The funded status is measured as
the difference between the fair value of the plan’s assets and the benefit obligation of the plan.

Stock-based employee compensation: We grant restricted stock units (RSUs) and performance shares to employees as a

form of compensation. We have two different performance share programs. The expense for the RSUs and one of the
performance share programs is based on the grant date fair value of the award and is generally recognized on a straight-line
basis. Expense related to the other performance share program is marked to market each month. Expense under these
programs is recognized over the requisite service period, which is typically a four-year period for RSUs and a three-year period
for performance shares. Performance share expense for participants meeting certain retirement eligible criteria as defined in the
plan is recognized using the accelerated attribution method. See Note 10 for further discussion.

Advertising and marketing costs: We expense advertising and marketing costs, such as costs to promote our brands, as
they are incurred. Advertising expense was $9.4 million in 2019, $10.4 million in 2018 and $5.0 million in 2017, and are included
in Selling, general and administrative expenses on the Consolidated Statements of Income.

Income taxes: Income taxes are presented on the consolidated financial statements using the asset and liability method,
under which deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary
differences that exist between the financial statement carrying amount of assets and liabilities and their respective tax basis, as
well as from tax loss and tax credit carry-forwards. Deferred income taxes reflect expected future tax benefits (i.e. assets) and
future tax costs (i.e. liabilities). The tax effect of net operating loss, capital loss and general business credit carryovers result in
deferred tax assets. We measure deferred tax assets and liabilities using the enacted tax rate expected to apply to taxable
income in the years in which those temporary differences are expected to be recoverable or settled. We recognize the effect on
deferred taxes of a change in tax rates in income in the period that includes the enactment date. Valuation allowances are
established if, based upon the weight of available evidence, management determines it is “more likely than not” that some
portion or all of the deferred tax asset will not be realized.

We periodically assess our tax filing exposures related to periods that are open to examination. Based on the latest available

information, we evaluate our tax positions to determine whether it is more likely than not the position will be sustained upon
examination by the relevant taxing authority. If we cannot reach a more likely than not determination, no benefit is recorded. If
we determine the tax position is more likely than not to be sustained, we record the largest amount of benefit that is more likely
than not to be realized when the tax position is settled. We record interest and penalties related to income taxes as a component
of income tax expense on our Consolidated Statements of Income. Interest and penalties were not material in each year
presented.

Loss contingencies: We are subject to various legal proceedings, claims and regulatory matters, the outcomes of which are
subject to significant uncertainty. We determine whether to disclose or accrue for loss contingencies based on an assessment of
whether the risk of loss is remote, reasonably possible or probable, and whether it can be reasonably estimated. We accrue for

loss contingencies when such amounts are probable and reasonably estimable. If a contingent liability is only reasonably
possible, we will disclose the potential range of the loss, if material and estimable.

Discontinued operations: In determining whether a group of assets which has been disposed of (or is to be disposed of)

should be presented as a discontinued operation, we analyze whether the group of assets being disposed of represented a
component of the entity; that is, whether it had historic operations and cash flows that were clearly distinguished (both
operationally and for financial reporting purposes). In addition, we consider whether the disposal represents a strategic shift that
has or will have a major effect on our operations and financial results.

On May 31, 2017, we completed the spin-off of our digital automotive marketplace business, Cars.com. In addition, on July

31, 2017, we completed the sale of our majority ownership stake in CareerBuilder. As a result of these strategic actions, we have
disposed of substantially all of our Digital Segment business and have therefore classified the majority its historical financial
results as discontinued operations. See Note 14 for more information.

Accounting guidance adopted in 2019: In February 2016, the FASB issued new guidance related to leases which require
lessees to recognize assets and liabilities on the balance sheet for leases with lease terms of more than 12 months. Consistent
with previous GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a
lessee primarily depends on its classification as a finance or operating lease. However, unlike previous GAAP–which requires
only capital leases (renamed finance leases under the new guidance) to be recognized on the balance sheet–the new guidance
requires both finance and operating leases to be recognized on the balance sheet. This update requires the lessee to recognize
a lease liability equal to the present value of the lease payments and a right-of-use asset representing its right to use the
underlying asset for the lease term for all leases longer than 12 months.

We adopted the guidance on January 1, 2019. The FASB provided companies with the option to apply the requirements of
the guidance in the period of adoption, with no restatement of prior periods. We utilized this adoption method. We also elected
an accounting policy allowed by the guidance to not account for lease and non-lease components separately. Additionally, in
adopting the guidance, we utilized the package of practical expedients permitted by the FASB, which among other things,
allowed us to carry forward our historical lease classification. Lastly, as permitted by the guidance, we elected a policy to not
record leases with an original lease term of twelve months or less on the balance sheet.

Adoption of the guidance resulted in recording of new right-of-use asset and lease liability balances of $73.8 million and
$91.8 million, respectively, as of the adoption date. The difference between right-of-use lease asset and lease liability balances
was primarily due to previously accrued rent expense relating to periods prior to January 1, 2019. Additionally, as a result of
adopting the guidance we reclassified a $7.5 million intangible asset related to a favorable lease contract to the new right-of-use
asset for operating leases. The new guidance did not have a material impact on our Consolidated Statements of Income,
Comprehensive Income, Cash Flows or Equity. See Note 8 for additional information.

In August 2018, the FASB issued new guidance on the accounting for implementation costs incurred in cloud computing
arrangements that are service contracts. The new guidance requires a customer in a hosting arrangement that is a service
contract to follow the internal-use software guidance to determine which implementation costs to capitalize as an asset related to
the service contract. The guidance can be applied either retrospectively or prospectively to all implementation costs incurred
after the date of adoption. We adopted the new guidance on a prospective basis beginning in the second quarter of 2019. In
2019, we capitalized approximately $1.4 million of implementation costs associated with a company-wide cloud-based financial
system, which was recorded to Investments and other assets line item on our Consolidated Balance Sheet as a result of
adopting this guidance.

New accounting guidance not yet adopted: In June 2016, the FASB issued new guidance related to the measurement of
credit losses on financial instruments. The new guidance changes the way credit losses on accounts receivable are estimated.
Under current GAAP, credit losses on accounts receivable are recognized once it is probable that such losses will occur. Under
the new guidance, we will be required to estimate credit losses based on the expected amount of future collections which may
result in earlier recognition of doubtful accounts. We will adopt the new guidance in the first quarter of 2020 and it will be
adopted using a modified retrospective approach. Due to the short-term nature of our accounts receivable balance, we do not
expect a material change to our allowance for doubtful accounts as a result of adopting this new guidance.

In August 2018, the FASB issued new guidance that changes disclosures related to defined benefit pension and other
postretirement benefit plans. The guidance removes disclosures that are no longer economically relevant, clarifies certain
existing disclosure requirements and adds some new disclosures. The most relevant elimination for us is the annual disclosure
of the amount of gain/loss and prior service cost/credit amortization expected in the following year. Additions most relevant to us
include disclosing narrative explanations of the drivers for significant changes in plan obligations or assets, and disclosure for
cost of living adjustments for certain participants of our TEGNA retirement plan. We will be adopting the new guidance in the first
quarter of 2020 and it will be applied on a retrospective basis.

In March 2019, the FASB issued new guidance related to the accounting for episodic television series. The most significant

aspect of this new guidance that is applicable to us relates to the level at which our capitalized programming assets are
monitored for impairment. Under the new guidance these assets will be monitored at the film group level which is the lowest

level at which independently identifiable cash flows are identifiable. We will be adopting the new guidance beginning in the first
quarter of 2020 and it will be adopted prospectively. We do not expect this guidance to have a material impact on our
consolidated financial statements and related disclosures as of the adoption date.

In December 2019, the FASB issued new guidance related to the accounting for income taxes. The purpose of the guidance
is to reduce the cost and complexity of accounting for income taxes through the simplification of the following areas: intraperiod
tax allocations, deferred tax liabilities related to outside basis differences, year-to-date losses in interim periods, franchise taxes
and other taxes partially based on income, step-up in tax basis of goodwill, separate entity financial statements, and the interim
recognition of enactment of tax laws and rate changes. The new guidance is effective for us beginning in the first quarter of 2021
and is to be applied on a retrospective, modified retrospective or prospective basis depending on the area impacted. Early
adoption of the guidance is optional. We are currently evaluating the effect this new guidance will have on our consolidated
financial statements and related disclosures.

NOTE 2 – Acquisitions

The television stations acquired during 2019 are listed in the table below, and a summary of each acquisition follows:

Market

Station
WTHR
Indianapolis, IN
WBNS
Columbus, OH
WTIC/WCCT
Hartford-New Haven, CT
WPMT
Harrisburg-Lancaster-Lebanon-York, PA
WATN/WLMT
Memphis, TN
WNEP
Wilkes Barre-Scranton, PA
WOI/KCWI
Des Moines-Ames, IA
WZDX
Huntsville-Decatur-Florence, AL
Davenport, IA and Rock Island-Moline, IL
WQAD
Ft. Smith-Fayetteville-Springdale-Rogers, AR KFSM
WTOL
Toledo, OH
KWES
Midland-Odessa, TX

Affiliation
NBC
CBS
FOX/CW
FOX
ABC/CW
ABC
ABC/CW
FOX
ABC
CBS
CBS
NBC

Nexstar Stations

On September 19, 2019, we completed our acquisition of 11 local television stations in eight markets, including eight Big

Four affiliates, from Nexstar Media Group (the Nexstar Stations). These stations were divested by Nexstar Media Group in
connection with its acquisition of Tribune Media Company. The purchase price for the Nexstar Stations was approximately
$769.1 million which includes a base purchase price of $740.0 million and an estimated working capital of $29.1 million. The
transaction was structured as an asset purchase and financed through the use of a portion of the $1.1 billion of Senior Notes
issued on September 13, 2019 and borrowing under our revolving credit facility. See Note 6 for further discussion of these
Notes. The acquisition of the Nexstar Stations adds complementary markets to our existing portfolio of top network affiliates,
including four affiliates in presidential election battleground states.

Dispatch Stations

On August 8, 2019, we completed the acquisition of Dispatch Broadcast Group’s two top-rated television stations and two
radio stations (the Dispatch Stations). Through this acquisition we purchased WTHR, the NBC affiliate station in Indianapolis, IN,
WBNS, the CBS affiliate in Columbus, OH and WBNS Radio (97.1 FM and 1460 AM) in Columbus, OH.

The purchase price for the Dispatch Stations was approximately $560.5 million which consisted of a base purchase price of
$535.0 million and working capital and cash acquired of $25.5 million. The transaction was structured as a stock purchase and
financed through available cash and borrowing under our revolving credit facility. The acquisition of the Dispatch Stations
expands our portfolio of top-rated big four affiliates in large markets.

Justice and Quest Multicast Networks

On June 18, 2019, we completed the acquisition of the remaining approximately 85% interest that we did not previously own
in the multicast networks Justice Network and Quest from Cooper Media. Justice and Quest are two leading multicast networks
that offer unique ad-supported programming. Justice Network’s content is focused on true-crime genre, while Quest features
factual-entertainment programs such as science, history, and adventure-reality series.

Cash paid for this acquisition was $77.1 million (which included $4.6 million for working capital), funded through available

cash and borrowing under our revolving credit facility. As a result of acquiring the remaining ownership of the networks, we

recognized a $7.3 million gain due to the write-up of our prior investment in the Justice Network and Quest multicast networks to
its fair value as of the time of the acquisition. This gain was recorded in Other non-operating items, net within the Consolidated
Statement of Income.

Gray Stations

On January 2, 2019, we completed our acquisition of WTOL, the CBS affiliate in Toledo, OH, and KWES, the NBC affiliate in

Midland-Odessa, TX from Gray Television, Inc. for approximately $109.9 million in cash (which includes $4.9 million for
estimated working capital paid at closing). The acquisition was funded through the use of available cash and borrowings under
our revolving credit facility. WTOL and KWES further expand our station portfolio of top 4 affiliates.

We refer to these four 2019 acquisitions collectively as the “Recent Acquisitions”.

The following table summarizes the fair values of the assets acquired and liabilities assumed in connection with the Recent

Acquisitions (in thousands):

Cash

Accounts receivable

Prepaid expenses and other current assets

Property and equipment

Goodwill

FCC licenses

Network affiliation agreements

Retransmission agreements

Other intangible assets

Right-of-use assets for operating leases

Other noncurrent assets

Total assets acquired

Accounts payable

Accrued liabilities

Deferred income tax liability

Operating lease liabilities - noncurrent

Other noncurrent liabilities

Total liabilities assumed

Net assets acquired

Less: cash acquired

Less: fair value of existing ownership

Cash paid for acquisitions

Nexstar
Stations

Dispatch
Stations

Justice &
Quest

Gray
Stations

Total

— $

2,363 $

— $

34,680

3,926

40,821

115,225

374,269

123,919

83,413

—

22,715

237

26,568

6,092

40,418

197,829

295,983

60,767

38,569

—

362

—

8,501

6,987

361

23,558

—

52,553

—

5,253

5,553

987

11,757

18,756

47,061

14,420

12,957

—

251

2,363

75,302

17,992

93,357

355,368

717,313

199,106

134,939

52,553

23,328

5,508

799,205 $

668,951 $

97,213 $

111,760 $ 1,677,129

2,037

7,294

—

20,346

426

954

9,011

98,287

226

—

725

4,236

(471)

—

2,677

1,604

—

235

—

3,717

22,145

97,816

20,807

3,103

30,103 $

108,478 $

7,167 $

1,840 $

147,588

769,102 $

560,473 $

90,046 $

109,920 $ 1,529,541

— $

—

(2,363) $

— $

(2,363)

—

(12,995)

—

(12,995)

769,102 $

558,110 $

77,051 $

109,920 $ 1,514,183

We accounted for the each of the Recent Acquisitions as business combinations, which requires us to record the assets

acquired and liabilities assumed at fair value. The amount by which the purchase price exceeds the fair value of the net assets
acquired is recorded as goodwill. We have commenced the appraisals necessary to assess the fair values of the tangible and
intangible assets acquired and liabilities assumed and the amount of goodwill to be recognized as of each of the acquisition
dates. The amounts recorded for assets and liabilities presented above are preliminary in nature and are subject to adjustment
as additional information is obtained about the facts and circumstances that existed as of the acquisition date.

During the quarter ended December 31, 2019, we continued to obtain information related to the estimated fair values for

certain tangible and intangible assets acquired, liabilities assumed and the amount of goodwill recognized for the Recent
Acquisitions. As a result of this information obtained during the fourth quarter of 2019, the carrying amounts for certain FCC
license, Network affiliation agreement and Retransmission agreement intangible assets were reduced by $50.3 million, $15.4
million and $9.6 million, while the carrying amount of Goodwill increased by $78.2 million.

The final determination of the fair values of certain assets and liabilities will be completed within the measurement period of

up to one year from the acquisition date permitted under GAAP. The primary areas which are being assessed relate to the fair
value of intangible assets and income taxes.

The fair values of the assets acquired and liabilities assumed were preliminarily determined using income (for identifiable
intangible assets), market (for property) and cost (for equipment) valuation methodologies. The fair value measurements were
estimated using significant inputs that are not observable in the market and thus represent a Level 3 measurement as defined in
U.S. GAAP under the fair value hierarchy. See Note 9 for further discussion of Level 3 pricing. The income approach was
primarily used to value the FCC license, network affiliation and retransmission agreement intangible assets. The income
approach indicates value for an asset based on the present value of cash flow projected to be generated over the economic life
of the asset being measured. Both the amount and the duration of the cash flows are considered from a market participant
perspective.

Determining the fair value of assets acquired and liabilities assumed requires the exercise of significant judgments,

including the amount and timing of expected future cash flows, long-term growth rates and discount rates. The cash flows
employed in the discounted cash flow analyses are based on our best estimate of future revenue, operating margins, earnings
and cash flows after considering factors such as general market conditions, changes in working capital, long term industry trends
and recent operating performance.

We recorded definite-lived intangible assets of $386.6 million for the Recent Acquisitions, which related primarily to network
affiliation agreements and retransmission agreements. Retransmission agreement intangible assets are amortized over periods
of between five and six years while network affiliation agreements are amortized over 15 years. Other intangible assets primarily
represent the fair value of distribution agreements held by Justice and Quest which will be amortized over a period of seven
years. The weighted average amortization periods for each of the Recent Acquisitions are currently: Nexstar Stations 11.1 years,
Dispatch Stations 11.2 years, Justice and Quest 6.8 years and Gray Stations 10.4 years.

We have recorded a total of $355.4 million of goodwill for the Recent Acquisitions. Goodwill is calculated as the excess of
the purchase price over the net fair value of the identifiable assets acquired and liabilities assumed, and represents the future
economic benefits expected to arise from the acquisition that do not qualify for separate recognition, including assembled
workforce, as well as future synergies that we expect to generate. The goodwill, the FCC licenses and other intangible assets
recognized from the Nexstar Stations, Justice & Quest and Gray Stations transactions are expected to be substantially all
deductible for tax purposes. Goodwill and all other intangible assets from the Dispatch Stations are not expected to be tax
deductible.

Our Consolidated Statement of Income for 2019 includes the results of the Recent Acquisitions since their respective

acquisition dates as shown in the table below (in thousands):

Year ended

Dec. 31, 2019

Revenue

Operating Income $

184,977

39,149

Acquisition-related costs (principally advisory fees) incurred in connection with the Recent Acquisitions in 2019 were $30.8

million which have been recorded in the Corporate - General and administrative expenses, line item within the Consolidated
Statements of Income.

Unaudited Supplemental Pro Forma Financial Information

The following table sets forth certain pro forma financial information for 2019 and 2018 giving effect to the Recent

Acquisitions as if they were all completed on January 1, 2018 (in thousands):

Year ended Dec. 31,

2019

2018

Revenue

Net income

2,535,328 $

283,293 $

2,634,651

398,543

Information for the acquisitions has been presented on a consolidated basis as the information is not material individually for

any of the acquisitions. The unaudited historical results have been adjusted for business combination accounting effects,
including depreciation and amortization charges from acquired intangible assets, interest on the new debt and related tax
effects. The pro forma results are not necessarily indicative of what our results would have been had we completed the

acquisitions on January 1, 2018, nor are they reflective of our expected results of operations for any future periods. For example,
revenues and net income amounts below do not include any adjustments for expected synergies.

KFMB Stations acquired in 2018

On February 15, 2018, we acquired KFMB for $328.4 million in cash, which included a final working capital payment of $2.5
million that we made to the seller in the third quarter of 2018. The purchase price was paid in cash and funded through the use
of available cash and borrowings under our revolving credit facility. In connection with this acquisition, we recorded indefinite-
lived intangible assets for FCC licenses of $192.2 million and amortizable intangible assets of $91.4 million, primarily related to
network affiliation agreement and retransmission consent contracts. The amortizable assets are being amortized over a
weighted average period of 10 years. We also recognized goodwill of $17.4 million as a result of the acquisition, all of which is
deductible for tax purposes.

NOTE 3 – Goodwill and other intangible assets

We operate as one operating and reportable segment which includes the goodwill balances as of December 31, 2019 and

December 31, 2018 shown below (in thousands):

Balance as of Dec. 31, 2017
KFMB Stations acquisition
Balance as of Dec. 31, 2018
Recent Acquisitions
Disposition of a business unit
Balance as of Dec. 31, 2019

Goodwill

2,579,417
17,446
2,596,863
355,368
(1,644)
2,950,587

The change in goodwill during both years is primarily attributable to the acquisitions discussed in Note 2.

The following table displays indefinite-lived intangible assets and amortizable intangible assets as of December 31, 2019 and

2018 (in thousands):

Dec. 31, 2019
Indefinite-lived intangibles:

Gross

Accumulated
Amortization

Net

Television and radio station FCC broadcast licenses

2,090,732

—

2,090,732

Amortizable intangible assets:
Retransmission agreements
Network affiliation agreements
Other

Total indefinite-lived and amortizable intangible assets
Dec. 31, 2018
Indefinite-lived intangibles:

Television station FCC licenses

Amortizable intangible assets:
Retransmission agreements
Network affiliation agreements
Other

Total indefinite-lived and amortizable intangible assets

256,533
309,496
73,305
2,730,066 $

(105,212)
(48,174)
(15,066)
(168,452) $

151,321
261,322
58,239
2,561,614

1,384,186

—

1,384,186

121,594
110,390
28,865
1,645,035 $

(79,274)
(30,802)
(8,882)
(118,958) $

42,320
79,588
19,983
1,526,077

Our retransmission agreements and network affiliation agreements are amortized on a straight-line basis over their estimated

useful lives. Other intangibles primarily include distribution agreements and brand names from our Justice & Quest acquisition
which are also amortized on a straight-line basis over their useful lives. As a result of adopting new lease accounting guidance in
2019, we reclassified $8.1 million and $0.6 million of gross asset and accumulated amortization, respectively, related to a
favorable lease intangible asset to Right-of-use assets for operating leases. The $7.5 million net asset balance of this asset is
now recorded as a right-of-use lease asset. The remaining change in gross intangible asset values in 2019 are a result of the
acquisitions discussed in Note 2. Certain of those assets are valued on a preliminary basis as we continue to review underlying
assumptions and valuation methodologies utilized to calculate their respective fair values.

The following table shows the projected annual amortization expense related to amortizable intangible assets existing as of

December 31, 2019 (in thousands):

2020

2021

2022

2023

2024

Thereafter

Total

73,439

67,351

64,209

57,793

51,330

156,760

470,882

NOTE 4 – Investments and other assets

Our investments and other assets consisted of the following as of December 31, 2019 and 2018 (in thousands):

Cash value life insurance
Equity method investments
Other equity investments
Deferred debt issuance costs
Other long-term assets

Total

Dec. 31,

2019

2018

52,462 $
27,650
32,383
10,921
21,853

145,269 $

50,452
41,420
24,497
9,350
17,746
143,465

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

Equity method investments: We hold equity method investments. Our largest equity method investment is our ownership in

CareerBuilder, of which we own approximately 17% (or approximately 10% on a fully-diluted basis), which has an investment
balance of $7.9 million as of December 31, 2019 and $12.4 million as of December 31, 2018. Our ownership stake provides us
with two seats on CareerBuilder’s board of directors. As a result, we concluded that we have significant influence over
CareerBuilder and therefore account for our interest using the equity method of accounting.

In the first quarter of 2019, we sold our investment in Captivate, which had been accounted for as an equity method
investment, for $16.2 million, which resulted in a pre-tax gain of $12.2 million (after-tax gain of $9.2 million). This gain was
recorded in Equity income in unconsolidated investments, net within the Consolidated Statement of Income and Statement of
Cash Flows.

Other equity investments: Represent investments in non-public businesses that do not have readily determinable pricing,

and for which we do not have control or do not exert significant influence. These investments are recorded at cost less
impairments, if any, plus or minus changes in observable prices for those investments. During 2019, we recognized a gain of
$5.9 million in Other non-operating items, net in the Consolidated Statements of Income, based on observable price changes
for certain equity investments without readily determinable fair value.

Deferred debt issuance costs: These costs consist of amounts paid to lenders related to our revolving credit facility. Debt

issuance costs paid for our term debt and unsecured notes are accounted for as a reduction in the debt obligation.

NOTE 5 – Income taxes

The provision (benefit) for income taxes from continuing operations consists of the following (in thousands):

2019

Federal

State and other

Total

2018

Federal

State and other

Total

2017

Federal

State and other

Total

Current

Deferred

Total

59,791 $

21,345 $

7,567

719

67,358 $

22,064 $

81,136

8,286

89,422

Current

Deferred

Total

77,795 $

15,765 $

9,527

4,280

93,560

13,807

87,322 $

20,045 $

107,367

Current

Deferred

Total

81,355 $

(214,539) $

(133,184)

7,981

(12,043)

(4,062)

89,336 $

(226,582) $

(137,246)

Income from continuing operations before income taxes attributable to TEGNA Inc. consists entirely of domestic income.

The provision for income taxes varies from the U.S. federal statutory tax rate as a result of the following differences:

U.S. statutory tax rate

Increase (decrease) in taxes resulting from:

State taxes (net of federal income tax benefit)

Domestic manufacturing deduction

Uncertain tax positions, settlements and lapse of statutes of limitations

Valuation allowances, tax rate changes, & other deferred adjustments

Valuation allowance on equity method investment

Enactment of the Tax Cuts and Jobs Act

Non-deductible transactions costs

Net excess benefits or expense on share-based payments

Other, net

Effective tax rate

2019

21.0%

3.1

—

(1.6)

(1.7)

1.7

—

0.3

0.4

0.6

23.8%

2018

21.0%

2.9

—

(0.3)

(1.0)

—

(1.1)

—

0.1

(0.5)

21.1%

2017

35.0%

2.4

(3.0)

(0.9)

(6.3)

—

(70.9)

1.2

(0.4)

(1.3)

(44.2%)

Deferred income taxes reflect temporary differences in the recognition of revenue and expense for tax reporting and financial

statement purposes. Deferred tax liabilities and assets are adjusted for changes in tax laws or tax rates of the various tax
jurisdictions as of the enacted date.

Deferred tax liabilities and assets were composed of the following as of the end of December 31, 2019 and 2018 (in

thousands):

Deferred tax liabilities

Accelerated depreciation

Accelerated amortization of deductible intangibles

Right-of-use assets for operating leases

Other

Total deferred tax liabilities

Deferred tax assets

Accrued compensation costs

Pension and post-retirement medical and life

Loss carryforwards

Operating lease liabilities

Other

Total deferred tax assets

Deferred tax asset valuation allowance

Total net deferred tax (liabilities)

Dec. 31,

2019

2018

62,951 $

524,697

25,615

3,677

616,940

16,180

35,192

38,686

26,008

30,914

146,980

45,661

43,396

427,760

—

2,655

473,811

13,440

34,679

120,695

—

34,044

202,858

125,894

(515,621) $

(396,847)

As of December 31, 2019, we had approximately $99.0 million of capital loss carryforwards for federal and state purposes
including $26.1 million of which will expire if not used prior to 2022, and the remainder of which will expire if not used prior to
2023. Capital loss carryforwards can only be utilized to the extent capital gains are recognized. As of December 31, 2019, we
have established a valuation allowance on all federal and state capital loss carryforwards. As of December 31, 2019, we also
had approximately $12.7 million of state net operating loss carryovers that, if not utilized, will expire in various amounts
beginning in 2020 through 2039 in addition to $10.7 million of federal and $4.6 million of state interest disallowance carryovers
that do not expire.

Included in total deferred tax assets are valuation allowances of approximately $45.7 million as of December 31, 2019 and
$125.9 million as of December 31, 2018, primarily related to federal and state capital losses, minority investments, state interest
disallowance carryovers, and state net operating losses available for carry forward to future years. This $80.2 million change in
valuation allowance is primarily as a result of capital loss carryforwards expiring on December 31, 2019 and accounts for $77.4
million of the decrease. The capital loss carryforward deferred tax asset and associated valuation allowance are both reduced in
equal amounts for the expired tax attribute. If, in the future, we believe that it is more likely than not that these deferred tax
assets will be realized, the valuation allowances will be reversed in the Consolidated Statement of Income.

Realization of deferred tax assets for which valuation allowances have not been established is dependent upon generating

sufficient future taxable income. We expect to realize the benefit of these deferred tax assets through future reversals of our
deferred tax liabilities, through the recognition of taxable income in the allowable carryback and carryforward periods, and
through implementation of future tax planning strategies. Although realization is not assured, we believe it is more likely than not
that all deferred tax assets for which valuation allowances have not been established will be realized.

The following table summarizes the activity related to deferred tax asset valuation allowances (in thousands):

Beginning at beginning of period
Additions to valuation allowance
Reductions to valuation allowance
Balance at the end of the period

Tax Matters Agreements

2019

2018

2017

125,894 $
9,545
(89,778)
45,661 $

136,418 $
3,908
(14,432)
125,894 $

209,939
40,180
(113,701)
136,418

Prior to the May 31, 2017 spin-off of the Cars.com business and the June 29, 2015 spin-off of our publishing businesses, we
entered into a Tax Matters Agreement with each of Cars.com Inc. and Gannett Co. Inc. that governs each company’s respective
rights, responsibilities, and obligations with respect to tax liabilities and benefits, tax attributes, tax contests and other matters
regarding income taxes, non-income taxes and related tax returns. Each agreement provides that we will generally indemnify the
spun-off business (Cars.com Inc. or Gannett Co. Inc. as applicable) against taxes attributable to assets or operations for all tax
periods or portions thereof prior to the spin-off date including separately-filed U.S. federal, state, and foreign taxes. As of

September 15, 2019, TEGNA’s 2015 tax year (including the tax-free treatment of the spin-off of our publishing businesses) is no
longer subject to examination by the Internal Revenue Service.

Uncertain Tax Positions

The following table summarizes the activity related to unrecognized tax benefits, excluding the federal tax benefit of state tax

deductions (in thousands):

Change in unrecognized tax benefits

Balance as of beginning of year

Additions based on tax positions related to the current year

Additions for tax positions of prior years

Reductions for tax positions of prior years

Settlements

Reductions due to lapse of statutes of limitations

Balance as of end of year

2019

2018

2017

12,843 $

15,043 $

17,300

—

(959)

(288)

(3,546)

2,631

—

(182)

(4,689)

156

(636)

(852)

(936)

8,050 $

12,843 $

15,043

The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $6.4 million as of

December 31, 2019, and $10.6 million as of December 31, 2018. This amount includes the federal tax benefit of state tax
deductions.

We recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. We also

recognize interest income attributable to overpayment of income taxes and from the reversal of interest expense previously
recorded for uncertain tax positions which are subsequently released as a component of income tax expense. We recognized
income from the reversal of previously recorded interest expense for uncertain tax positions of $1.7 million in 2019, $0.2 million
in 2018, and $0.3 million in 2017. The amount of accrued interest expense and penalties payable related to unrecognized tax
benefits was $0.1 million as of December 31, 2019 and $1.4 million as of December 31, 2018.

We file income tax returns in the U.S. and various state jurisdictions. The 2016 through 2019 tax years remain subject to
examination by the Internal Revenue Service and state authorities. Tax years before 2016 remain subject to examination by
certain states due to ongoing audits.

It is reasonably possible that the amount of unrecognized benefit with respect to certain of our unrecognized tax positions will

increase or decrease within the next 12 months. These changes may be the result of settlement of ongoing audits, lapses of
statutes of limitations or other regulatory developments. At this time, we estimate the amount of our gross unrecognized tax
positions may decrease by up to approximately $1.3 million within the next 12 months primarily due to lapses of statutes of
limitations and settlement of ongoing audits in various jurisdictions.

NOTE 6 – Long-term debt

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

Dec. 31,

2019

2018

20,000 $

Unsecured floating rate term loan due quarterly through June 2020 (1)
Unsecured floating rate term loan due quarterly through September 2020 (1)
Unsecured notes bearing fixed rate interest at 5.125% paid October 2019
Unsecured notes bearing fixed rate interest at 5.125% due July 2020 (1)
Unsecured notes bearing fixed rate interest at 4.875% due September 2021
Unsecured notes bearing fixed rate interest at 6.375% due October 2023
Borrowings under revolving credit facility expiring August 2024
Unsecured notes bearing fixed rate interest at 5.50% due September 2024
Unsecured notes bearing fixed rate interest at 7.75% due June 2027
Unsecured notes bearing fixed rate interest at 7.25% due September 2027
Unsecured notes bearing fixed rate interest at 5.00% due September 2029
Total principal long-term debt
Debt issuance costs
Other (fair market value adjustments and discounts)
Total long-term debt
(1) We have either refinanced certain of this debt by issuing new long-term notes, or have the intent and ability to refinance the principal payments due within the
next 12 months on a long-term basis through our revolving credit facility. As such, all debt presented in the table above is classified as long-term on our December
31, 2019 Consolidated Balance Sheet.

105,000
—
310,000
350,000
650,000
903,000
325,000
200,000
240,000
1,100,000
4,203,000
(26,873)
3,118
4,179,245 $

60,000
165,000
320,000
600,000
350,000
650,000
50,000
325,000
200,000
240,000
—
2,960,000
(15,458)
(76)
2,944,466

On August 15, 2019, we entered into an amendment of our Amended and Restated Competitive Advance and Revolving
Credit Agreement. Under the amended terms, the $1.51 billion of revolving credit commitments and letter of credit commitments
have been extended until August 15, 2024. The amendment also increased our permitted total leverage ratio as follows:

Period

Leverage Ratio

July 1, 2019 to September 30, 2020

October 1, 2020 to March 31, 2021

April 1, 2021 to September 30, 2021

October 1, 2021 to September 30, 2022

October 1, 2022 and thereafter

5.50 to 1.00

5.25 to 1.00

5.00 to 1.00

4.75 to 1.00

4.50 to 1.00

The amendment also increases the amount of unrestricted cash that we are allowed to offset debt by in our leverage ratio

calculation to $500.0 million.

Under the revolving credit facility, we may borrow at an applicable margin above the Eurodollar base rate (LIBOR loan) or

the higher of the Prime Rate, the Federal Funds Effective Rate plus 0.50%, or the one month LIBOR rate plus 1.00% (ABR
loan). In the event that the LIBOR is no longer available in the future, we will work with our lenders to determine a replacement
rate to be used under the revolving credit facility. While a replacement rate is being determined, borrowing under the revolving
credit facility will solely be via ABR loans.

On September 13, 2019, we completed a private placement offering of $1.1 billion aggregate principal amount of unsecured

notes bearing an interest rate of 5.00% which are due in September 2029. The net proceeds were used to finance the
acquisition of the Nexstar Stations and to pay down borrowings under the revolving credit facility.

On October 15, 2019 we repaid the remaining $320.0 million of our unsecured notes bearing fixed rate interest at 5.125%

which had become due. Additionally, on October 18, 2019 we repaid $290.0 million of our $600.0 million unsecured notes
bearing fixed interest at 5.125% which are due in July 2020. Both repayments were made by utilizing our revolving credit facility.

As of December 31, 2019, we had unused borrowing capacity of $594.8 million under our revolving credit facility. As of

December 31, 2019, we were in compliance with all covenants contained in our debt agreements and credit facility.

On January 9, 2020, we completed a second private placement offering of $1.0 billion aggregate principal amount of senior

notes bearing an interest rate of 4.625% which are due in March 2028. The notes are guaranteed on a senior basis by certain of
our subsidiaries. The net proceeds were used to help facilitate the repayment of the remaining $310.0 million principal amount of
our 5.125% Senior Notes due 2020, the $650.0 million principal amount and redemption premium on our 6.375% Senior Notes
due 2023 and borrowings under our revolving credit facility.

Our debt maturities may be repaid with cash flow from operating activities, accessing capital markets or a combination of
both. The following schedule of annual maturities of the principal amount of total debt assumes we use available capacity under
our revolving credit facility to refinance unsecured floating rate term loans payments and unsecured notes due in 2020 and 2021
to the extent of the then undrawn capacity. Based on this refinancing assumption, all maturities repaid utilizing the revolver in
2020 and 2021 are reflected as maturities for 2024, the year the revolving credit facility expires (in thousands).

Repayment schedule of principal long-term debt as of Dec. 31, 2019
2020 (1)
2021 (1)
2022
2023
2024 (2)
Thereafter
Total

—
190,200
—
650,000
1,822,800
1,540,000
4,203,000

(1) Debt payments due in 2020 and 2021 are assumed to be repaid with funds from the revolving credit facility, up to our maximum

borrowing capacity. The revolving credit facility expires in 2024. Excluding our ability to repay funds with the revolving credit facility,
contractual debt maturities are $435 million for 2020, $350 million in 2021, $650 million in 2023 and $1.2 billion in 2024.

(2) Assumes current revolving credit facility borrowings come due in 2024 and credit facility is not extended.

NOTE 7 – Retirement plans

We have various defined benefit retirement plans. Our principal defined benefit pension plan is the TEGNA Retirement Plan

(TRP). The disclosure tables presented below include the assets and obligations of the TRP and the TEGNA Supplemental
Retirement Plan (SERP). We use a December 31 measurement date convention for our retirement plans.

Pension costs, which primarily include costs for our qualified TRP and non-qualified SERP, are presented in the following

table (in thousands):

2019

2018

2017

Service cost-benefits earned during the period
Interest cost on benefit obligation
Expected return on plan assets
Amortization of prior service cost
Amortization of actuarial loss

Pension payment timing related charge

8 $

12 $

23,066
(26,320)
90
6,123

686

21,337
(30,935)
168
5,124

7,498

Expense for company-sponsored retirement plans

3,653 $

3,204 $

872
23,985
(26,322)
635
8,357

7,553

Benefits no longer accrue for substantially all TRP and SERP participants as a result of amendments to the plans in the past

years and as such we no longer incur a significant amount of the service cost component of pension expense. All other
components of our pension expense presented above are included within the Other non-operating items, net line item of the
Consolidated Statements of Income.

The following table provides a reconciliation of pension benefit obligations (on a projected benefit obligation measurement

basis), plan assets and funded status of company-sponsored retirement plans, along with the related amounts that are
recognized in the Consolidated Balance Sheets (in thousands).

Dec. 31,

2019

2018

Change in benefit obligations
Benefit obligations as of beginning of year
Service cost
Interest cost
Actuarial loss (gain)
Benefits paid
Acquisition of KFMB
Settlements (1)
Benefit obligations as of end of year
Change in plan assets
Fair value of plan assets as of beginning of year

554,795 $

8
23,066
73,906
(34,771)
—

(3,309)
613,695 $

407,550 $
87,165
23,100
(34,771)
—
(3,309)
479,735 $
(133,960) $

614,111
12
21,337
(40,135)
(36,222)
25,966

(30,274)
554,795

439,149
(29,016)
45,219
(36,222)
18,694
(30,274)
407,550
(147,245)

(7,870)
(139,375)

Actual gain (loss) return on plan assets
Employer contributions
Benefits paid
Acquisition of KFMB
Settlements (1)
Fair value of plan assets as of end of year
Funded status as of end of year
Amounts recognized in Consolidated Balance Sheets
Accrued liabilities other—current
Pension liabilities—non-current
(1) Settlements represent lump sum benefit payments to certain SERP plan participants. When aggregate lump sums exceed the settlement
threshold, pension payment timing related charges are incurred, and the lump sum payments prompting the charge are shown on a separate
line from other benefit payments.

(6,814) $
(127,146) $

$
$

The funded status (on a projected benefit obligation basis of our principal retirement plans as of December 31, 2019, is as

follows (in thousands):

TRP
SERP (1)
All other
Total

(1) The SERP is an unfunded, unsecured liability

Fair Value of
Plan Assets

Benefit
Obligation

Funded
Status

479,735 $

—
—

479,735 $

547,140 $
66,085
470
613,695 $

(67,405)
(66,085)
(470)
(133,960)

The accumulated benefit obligation for all defined benefit pension plans was $613.7 million as of December 31, 2019 and
$554.8 million as of December 31, 2018. During 2019, we made required contributions to the TRP of $4.0 million. We also made
discretionary contributions to the TRP of $12 million. As a result of the discretionary contribution, we do not plan to make
contributions to the TRP in 2020 because none will be required under our current assumptions and current funding levels. Based
on actuarial projections, cash contributions of $6.7 million are expected to be made to our SERP participants in 2020.

The following table presents information for our retirement plans for which accumulated benefit obligation exceed assets (in

thousands):

Accumulated benefit obligation
Fair value of plan assets

Dec. 31,

2019

2018

$
$

613,655 $
479,735 $

554,768
407,550

The following table presents information for our retirement plans for which projected benefit obligations exceed assets (in

thousands):

Projected benefit obligation
Fair value of plan assets

Dec. 31,

2019

2018

$
$

613,695 $
479,735 $

554,795
407,550

The following table summarizes the pre-tax amounts recorded in accumulated other comprehensive loss that have not yet

been recognized as a component of pension expense (in thousands):

Net actuarial losses

Prior service cost

Amounts in accumulated other comprehensive loss

Dec. 31,

2019

2018

(188,862) $
(1,797)

(182,610)
(1,888)

(190,659) $

(184,498)

The actuarial loss amounts expected to be amortized from accumulated other comprehensive income (loss) into net periodic

benefit cost in 2020 are $6.1 million. The prior service cost amounts expected to be amortized from accumulated other
comprehensive income (loss) into net periodic benefit cost in 2020 are $0.1 million.

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss), pre-tax, consist of the

following (in thousands):

Current year net actuarial loss
Amortization of previously deferred actuarial loss
Amortization of previously deferred prior service costs
Pension payment timing related charges
Curtailment gain
Prior service cost recognized in curtailment
Total

2019

2018

2017

(13,060) $
6,123
90
686
—
—
(6,161) $

(19,817) $
5,124
168
7,498
—
—
(7,027) $

16,272
8,357
635
—
4,716
26
30,006

Pension costs: The following assumptions were used to determine net pension costs:

Discount rate
Expected return on plan assets

2019
4.34%
6.75%

2018
3.64%
7.00%

2017
4.12%
7.00%

The expected return on plan assets assumption was determined based on plan asset allocations, a review of historical capital

market performance, historical plan asset performance and a forecast of expected future plan asset returns. In 2020, we expect
to have pension income of approximately $5.3 million.

Benefit obligations and funded status: The following assumptions were used to determine the year-end benefit

obligations:

Discount rate

Dec. 31,

2019
3.29%

2018
4.34%

Plan assets: The asset allocation for the TRP as of the end of 2019 and 2018, and target allocations for 2020, by asset

category, are presented in the table below:

Equity securities
Debt securities
Other (including hedge funds and private real estate)
Total

Target Allocation
2020

Allocation of Plan Assets

2019

2018

57%
38%
5%
100%

58%
38%
4%
100%

57%
39%
4%
100%

The primary objective of company-sponsored retirement plans is to provide eligible employees with scheduled pension

benefits. Consistent with prudent standards for preservation of capital and maintenance of liquidity, the goal is to earn the highest
possible total rate of return while minimizing risk. The principal means of reducing volatility and exercising prudent investment
judgment is diversification by asset class and by investment manager; consequently, portfolios are constructed to attain
diversification in the total portfolio, each asset class, and within each individual investment manager’s portfolio. Investment
diversification is consistent with the intent to minimize the risk of large losses. All objectives are based upon an investment
horizon spanning five years so that interim market fluctuations can be viewed with the appropriate perspective. The target asset
allocation represents the long-term perspective. Retirement plan assets will be rebalanced periodically to align them with the
target asset allocations. Risk characteristics are measured and compared with an appropriate benchmark quarterly; periodic
reviews are made of the investment objectives and the investment managers. Our actual investment return on our TRP assets
was 23.6% for 2019, -5.6% for 2018 and 20.3% for 2017.

Cash flows: We estimate we will make the following benefit payments from either retirement plan assets or directly from our

funds (in thousands):

2020
2021
2022
2023
2024
2025-2029

$
$
$
$
$
$

47,741
39,094
40,183
39,883
40,025
192,826

401(k) savings plan

Substantially all our employees (other than those covered by a collective bargaining agreement) are eligible to participate in

our principal defined contribution plan, The TEGNA 401(k) Savings Plan. Employees can elect to contribute up to 50% of their
compensation to the plan subject to certain limits.

For most participants, the plan’s 2019 matching formula is 100% of the first 4% of employee contributions. We also make

additional employer contributions on behalf of certain long-term employees. Compensation expense related to 401(k)
contributions was $14.6 million in 2019, $13.3 million in 2018 and $14.4 million in 2017. During 2019, we settled the 401(k)
employee company stock match obligation through a combination of buying our stock in the open market and issuing our
common stock from treasury stock and depositing it in the participants’ accounts.

Multi-employer plan

We contribute to the AFTRA Retirement Plan (AFTRA Plan), a multi-employer defined benefit pension plan, under the terms

of collective-bargaining agreements (CBA) that cover certain union-represented employees. The risks of participating in this
multi-employer plan are different from single-employer plans in the following aspects:

• We play no part in the management of plan investments or any other aspect of plan administration.

• Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other

participating employers.

•

If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining
participating employers.

If we choose to stop participating in some of our multi-employer plans, we may be required to pay those plans an amount
based on the unfunded status of the plan, referred to as withdrawal liability.

The Employee Identification Number (EIN) and three-digit plan number of the AFTRA Plan is 13-6414972/001.

The AFTRA Plan has a certified green zone status as of November 30, 2017. The zone status is based on information that we

received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than
65% funded; plans in the orange zone are both a) less than 80% funded and b) have an accumulated/expected funding
deficiency in any of the next six plan years, net of any amortization extensions; plans in the yellow zone meet either one of the
criteria mentioned in the orange zone; and plans in the green zone are at least 80% funded. A financial improvement plan or a
rehabilitation plan is neither pending nor has one been implemented for the AFTRA Plan.

We make all required contributions to the AFTRA plan as determined under the respective CBAs. We contributed $2.4 million
annually in 2019, 2018 and 2017. Our contribution to the AFTRA Retirement Plan represented less than 5% of total contributions
to the plan. This calculation is based on the plan financial statements issued for the period ending November 30, 2017.

Expiration dates of the CBAs in place range from April 15, 2021 to October 16, 2022. The AFTRA Plan has elected to utilize
special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief
Act of 2010.

We incurred no expenses for multi-employer withdrawal liabilities for the years ended December 31, 2019, 2018 and 2017.

NOTE 8 - Leases

We adopted the FASB’s new lease accounting guidance on January 1, 2019. We determine if an arrangement contains a lease
at the agreement’s inception. As permitted under the lease accounting standards adoption guidance, arrangements prior to the
adoption date retained their previous determination as to whether or not an arrangement contained a lease. Arrangements entered
into subsequent to the adoption date of the new guidance have been analyzed to determine if a lease exists depending on whether
there was an identified underlying asset that we control.

Our portfolio of leases primarily consists of leases for the use of corporate offices, station facilities, equipment and for antenna/
transmitter sites. Our lease portfolio consists entirely of operating leases, with most of our leases having remaining terms ranging
1 to 15 years. Operating lease balances are included in our right-of-use assets for operating leases, other accrued liabilities and
operating lease liabilities on our Consolidated Balance Sheet.

Lease liabilities are calculated as of the lease commencement date based on the present value of lease payments to be made
over the term of the lease. Our lease agreements often contain lease and non-lease components (e.g., common-area maintenance
or other executory costs). We include the non-lease payments in the calculation of our lease liabilities to the extent they are either
fixed or included within the fixed base rental payments. Some of our leases include variable lease components (e.g., rent increases
based on the consumer price index) and variable non-lease components, which are expensed as they are incurred. Such variable
costs are not material. The interest rate implicit in our lease contracts is typically not readily determinable. As a result, we use our
estimated incremental borrowing rate in determining the present value of future payments, which reflects the fixed rate at which we
could borrow on a collateralized basis the amount of the lease payments for a similar term.

The operating lease right-of-use asset as of the lease commencement date is calculated based on the amount of the operating
lease liability, less any lease incentive. Some of our lease agreements include options to renew for additional terms or provide us
with the ability terminate the lease early. In determining the term of the lease, we consider whether or not we are reasonably certain
to exercise these options. Lease expense for fixed lease payments is recognized on a straight-line basis over the lease term.

The following table presents lease related assets and liabilities on the Consolidated Balance Sheet as of December 31,

2019 (in thousands):

Assets

Right-of-use assets for operating leases

Liabilities
Operating lease liabilities (current)1
Operating lease liabilities (non-current)

Total operating lease liabilities

Dec 31, 2019

103,461

11,090

105,902

116,992

(1) Current operating lease liabilities are included within the other accrued liabilities line item of the Consolidated Balance Sheet.

As of December 31, 2019, the weighted-average remaining lease term for our lease portfolio was 10.1 years and the

weighted average discount rate used to calculate the present value of our lease liabilities was 5.0%.

For the year ended December 31, 2019, 2018 and 2017, we recognized lease expense of $13.9 million, $18.5 million, and

$21.0 million respectively. In addition, we made cash payments for operating leases of $11.0 million during the year ended
December 31, 2019, which are included in cash flows from operating activities on Statement of Cash Flows.

The table below reconciles future lease payments for each of the next five years and remaining years thereafter, in
aggregate, to the lease liabilities recorded on the Consolidated Balance Sheet as of December 31, 2019 (in thousands):

Future Period

Cash Payments

2020
2021
2022
2023
2024
Thereafter
Total lease payments
Less: amount of lease payments representing interest
Present value of lease liabilities

15,618
17,011
16,002
14,800
13,120
75,996
152,547
35,555
116,992

As of December 31, 2018, operating lease commitments under lessee arrangements were $10.4 million, $9.9 million, $11.7

million, $10.9 million, and $10.3 million for the years 2019 through 2023, respectively, and $73.9 million thereafter.

NOTE 9 – Fair value measurement

We measure and record certain assets and liabilities at fair value in the accompanying consolidated financial statements.

U.S. GAAP establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between
assumptions based on market data (observable inputs) and our own assumptions (unobservable inputs). The hierarchy consists
of three levels:

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

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

Level 3 – Unobservable inputs developed using our own estimates and assumptions, which reflect those that a market

participant would use.

Other equity investments in private companies are recorded at cost, less impairments, if any, plus or minus changes resulting

from observable price changes in orderly transactions for the identical or a similar investment. In 2019 we identified observable
price increases, which represents a Level 2 input, for two of these investments which resulted a total gain of $5.9 million which
was recorded in the Other non-operating items, net line item in our Consolidated Statement of Income. No other gains or losses
were recorded on these investments in 2019, 2018 or 2017.

Prior to the closing of our acquisition in the multicast networks Justice Network and Quest, we held an approximately 15%
ownership interest. Upon completion of the step acquisition, we recognized a gain of $7.3 million in Other non-operating items,
net within the Consolidated Statement of Income, for the remeasurement of our previously held ownership interest to fair value,
which was $8.0 million. The fair value was determined using an income approach which was based on significant inputs not
observable in the market, and thus represented a Level 3 fair value measurement.

We additionally hold other financial instruments, including cash and cash equivalents, receivables, accounts payable and
long-term debt. The carrying amounts for cash and cash equivalents, receivables and accounts payable approximated their fair
values due to the short-term nature of these instruments. The fair value of our total long-term debt, determined based on the bid
and ask quotes for the related debt (Level 2), totaled $4.32 billion as of December 31, 2019 and $2.96 billion as of December 31,
2018.

During 2018, we recorded a $2.0 million impairment charge associated with debt investments due to decline in the fair value

of the investee. We also recorded a non-cash impairment charge of $5.8 million in 2017 associated with the write-off of a note
receivable from one of our former equity method investments.

In the second quarter of 2017, we recorded a non-cash impairment charge of $332.9 million related to our former

CareerBuilder reporting unit. This impairment charge was recorded within the income (loss) from discontinued operations line
item within the Consolidated Statements of Income. The fair value determination of goodwill was determined using a combination
of an income approach (discounted cash flow valuation analysis) and market-based approach (guideline public company
analysis) and was classified as a Level 3 fair value measurement due to the significance of the unobservable inputs used.

During the second half of 2017, a few of our television stations were impacted by hurricanes Harvey and Irma. In particular,
Hurricane Harvey caused major damage to our Houston television station (KHOU), and as a result in 2017, we recognized $11.1
million in non-cash charges, writing off destroyed equipment and recording an impairment on the building (fair value of the
building was determined using a market based valuation). In addition, we incurred $15.8 million in cash expenses related to
repairing the studio and office and providing for additional staffing and operational needs to keep the station operating during and
immediately following these weather emergencies. Partially offsetting these expenses, we received insurance proceeds of $26.0
million. The net expense impact from the hurricane of $0.9 million has been recorded in Spectrum repacking reimbursements
and other, net on our Consolidated Statements of Income.

The below fair value tables relate to our TRP pension plan assets (in thousands):

Pension Plan Assets
Fair value measurement as of Dec. 31, 2019

Assets:
Cash and other
Corporate stock
Interest in registered investment companies
Total

Level 1

Level 2

Level 3

Total

1,395 $

111,193
48,221

160,809 $

— $
—
—
— $

Pension plan investments valued using net asset value as a practical expedient:
Common collective trust - equities
Common collective trust - fixed income
Hedge funds
Partnership/joint venture interests
Total fair value of plan assets

Fair value measurement as of Dec. 31, 2018

Assets:
Cash and other
Corporate stock
Interest in registered investment companies

Total

Level 1

Level 2

Level 3

Total

958 $

83,489
39,007

123,454 $

— $
—
—
— $

Valuation methodologies used for TRP pension assets measured at fair value are as follows:

Corporate stock classified as Level 1 is valued primarily at the closing price reported on the active market on which the

individual securities are traded.

Interest in registered investment companies is valued using the published net asset values as quoted through publicly

available pricing sources. These investments are redeemable on request.

Interest in common/collective trusts are valued using the net asset value as provided monthly by the investment manager or

fund company.

Nine of the investments in collective trusts are fixed income funds, whose strategy is to use individual subfunds to efficiently

add a representative sample of securities in individual market sectors to the portfolio. The remaining four investments in
collective trusts held by the Plan are invested in equity funds. The strategy of these funds is to generate returns predominantly
from developed equity markets. These funds are generally redeemable with a short-term written or verbal notice. There are no
unfunded commitments related to these types of funds.

Investments in partnerships are valued at the net asset value of our investment in the fund as reported by the fund managers.

The Plan holds investments in two partnerships. One partnership’s strategy is to generate returns through real estate-related
investments. Certain distributions are received from this fund as the underlying assets are liquidated. The other partnership’s
strategy is to generate returns through investment in developing equity markets. This fund is redeemable with a 30-day notice,

— $
—
—
— $

1,395
111,193
48,221
160,809

111,385
185,844
17,125
4,572
479,735

— $
—
—
— $

958
83,489
39,007
123,454

104,993
158,580
16,126
4,397
407,550

subject to a 0.45% charge. Future funding commitments to our partnership investments totaled $0.7 million as of December 31,
2019 and 2018.

As of December 31, 2019, pension plan assets include one hedge fund which is a fund of hedge funds whose objective is to
produce a return that is uncorrelated with market movements. Investments in hedge funds are valued at the net asset value as
reported by the fund managers. Shares in the hedge fund are generally redeemable twice a year or on the last business day of
each quarter with at least 95 days written notice subject to a potential 5% holdback. There are no unfunded commitments related
to the hedge funds.

We review audited financial statements and additional investor information to evaluate fair value estimates from our

investment managers or fund administrator. Our policy is to recognize transfers between levels at the beginning of the reporting
period. There were no transfers between levels during the period.

NOTE 10 – Shareholders’ equity

As of December 31, 2019, and 2018, our authorized capital was comprised of 800 million shares of common stock and 2
million shares of preferred stock. As of December 31, 2019, shareholders’ equity of TEGNA included 217.5 million shares that
were outstanding (net of 107.0 million shares of common stock held in treasury). As of December 31, 2018, shareholders’ equity
of TEGNA included 215.8 million shares that were outstanding (net of 108.7 million shares of common stock held in treasury).
No shares of preferred stock were issued and outstanding as of December 31, 2019, or 2018.

Capital stock and earnings per share

We report earnings per share on two bases, basic and diluted. All basic income per share amounts are based on the
weighted average number of common shares outstanding during the year. The calculation of diluted earnings per share also
considers the assumed dilution from the issuance of performance shares and restricted stock units and exercise of stock
options.

Our earnings per share (basic and diluted) for 2019, 2018, and 2017 are presented below (in thousands, except per share

amounts):

Income from continuing operations
Income (loss) from discontinued operations, net of tax
Net loss attributable to noncontrolling interests from discontinued operations

Net income attributable to TEGNA Inc.

Weighted average number of common shares outstanding - basic
Effect of dilutive securities

Restricted stock
Performance share units
Stock options

Weighted average number of common shares outstanding - diluted

Earnings from continuing operations per share - basic
Earnings from discontinued operations per share - basic
Earnings per share - basic

Earnings from continuing operations per share - diluted
Earnings from discontinued operations per share - diluted
Earnings per share - diluted

2019

2018

2017

286,235 $
—

—
286,235 $

401,340 $
4,325

—
405,665 $

447,962
(232,916)

58,698
273,744

217,138

216,184

215,587

461
346
32
217,977

139
97
201
216,621

659
550
682
217,478

1.32 $
—
1.32 $

1.31 $
—
1.31 $

1.86 $
0.02
1.88 $

1.85 $
0.02
1.87 $

2.08
(0.81)
1.27

2.06
(0.80)
1.26

Our calculation of diluted earnings per share includes the dilutive effects for the assumed vesting of outstanding restricted

stock units and performance share units.

Share repurchase program

On September 19, 2017, 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. During 2019, no shares were repurchased. In 2018, 0.5 million shares were purchased
for $5.8 million, and in 2017, 1.5 million shares were purchased for $23.5 million. As a result of our Recent Acquisitions, we have
suspended share repurchases under this program. Repurchased shares are included in the Consolidated Balance Sheets as
Treasury Stock. As of December 31, 2019, the value of shares that may be repurchased under the existing program is $279.1
million.

The shares may be repurchased at management’s discretion, either in the open market or in privately negotiated block
transactions. Management’s decision to repurchase shares will depend on price and other corporate needs. Purchases may
occur from time to time and no maximum purchase price has been set. Certain of the shares we previously acquired have been
reissued in settlement of employee stock awards.

Stock-Based Compensation Plans

In May 2001, our shareholders approved the adoption of the 2001 Omnibus Incentive Compensation Plan (the Plan). The
Plan is administered by the Leadership Development and Compensation Committee (LDCC) of the Board of Directors and was
amended and restated as of May 4, 2010, to increase the number of shares reserved for issuance to 60.0 million shares of our
common stock. The Plan provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock
units (RSUs), performance share units, performance share awards, and other equity-based and cash-based awards. Awards
may be granted to our employees and members of the Board of Directors. The Plan provides that shares of common stock
subject to awards granted become available again for issuance if such awards are canceled or forfeited.

During the first quarter of 2018, the LDCC of the Board of Directors established new performance metrics for long-term
incentive awards for our executives under the Plan, as amended, designed to better reflect TEGNA as a pure-play broadcaster.
On both March 1, 2019 and 2018, we granted certain employees performance share awards (PSAs) reflecting these new metrics
with aggregate target awards of approximately 0.6 million shares of our common stock.

The number of shares earned under the PSA program is determined based on the achievement of certain financial
performance criteria (adjusted EBITDA and free cash flow as defined by the PSA agreement) over a two-year cumulative
financial performance period. If the financial performance criteria are met and certified by the LDCC, the shares earned under
the PSA will be subject to an additional one year service period before the common stock is released to the employees. The
PSAs do not pay dividends or allow voting rights during the three-year incentive period. Therefore, the fair value of the PSA is
the quoted market value of our stock on the grant date less the present value of the expected dividends not received during the
relevant performance period. The PSA provides the LDCC with limited discretion to make adjustments to the financial targets to
ensure consistent year-to-year comparison for the performance criteria.

For expense recognition, in the period it becomes probable that the minimum performance criteria specified in the PSA will

be achieved, we will recognize expense, net of estimated forfeitures, for the proportionate share of the total fair value of the
shares subject to the PSA related to the vesting period that has already lapsed. Each reporting period we will adjust the fair
value of the PSAs to the quoted market value of our stock price. In the event we determine it is no longer probable that we will
achieve the minimum performance criteria specified in the PSA, we will reverse all of the previously recognized compensation
expense in the period such a determination is made.

Prior to 2018, senior executives participated in a performance share award plan (PSU) in which the number of shares that an

executive receives is determined based upon how our total shareholder return (TSR) compares to the TSR of a peer group of
companies during the three-year period. For this PSU award, we recognized the grant date fair value of each PSU, less
estimated forfeitures, as compensation expense ratably over the incentive period. Fair value was determined by using a Monte
Carlo valuation model. Each PSU is equal to and paid in one share of our common stock, but carries no voting or dividend rights.
The number of shares ultimately issued for each PSU award may range from 0% to 200% of the award’s target. No PSUs were
awarded in 2019 and 2018.

We also issue stock-based compensation to employees in the form of RSUs. These awards generally entitle employees to

receive at the end of a specified vesting period one share of common stock for each RSU granted, conditioned on continued
employment for the relevant vesting period. RSUs granted in 2016 vest 25% per year over a four-year vesting period and are
settled in common stock at the end of the four-year vesting period. RSUs granted since 2016 vest 25% per year and settle
annually. RSUs do not pay dividends or confer voting rights in respect of the underlying common stock during the vesting period.
RSUs are valued based on the fair value of our common stock on the date of grant less the present value of the expected
dividends not received during the relevant vesting period. The fair value of the RSU, less estimated forfeitures, is recognized as
compensation expense ratably over the vesting period. We have generally granted both RSUs and performance share awards to
employees on January 1, however, beginning in 2018, awards were granted on March 1 and we expect this will be the annual
grant date for the foreseeable future.

In connection with the spin-off of our Cars.com business, and in accordance with our equity award Plan, the number of target

PSUs outstanding on the Cars.com Distribution Date were adjusted with the intention of preserving the intrinsic value of the
awards prior to the separation. For PSUs granted in 2017 prior to the Cars.com Distribution Date, the Cars.com Adjustment was
made and resulted in an aggregate increase of 178,775 PSUs as noted in the table below. With regards to restricted stock and
RSUs granted in 2017 prior to the Cars.com Distribution Date, adjustments were determined by comparing the fair value of such
awards immediately prior to the spin-off to the fair value of such awards immediately after (the Cars.com Adjustment), which
resulted in an aggregate increase of 606,377 RSUs as noted in the table below.

Determining fair value of PSUs

Valuation and amortization method – We determined the fair value of PSUs using the Monte Carlo valuation model. This
model considers the likelihood of the share prices of our peer group companies’ and our shares ending at various levels subject
to certain price caps at the conclusion of the three-year incentive period. Key inputs into the Monte Carlo valuation model include
expected term, expected volatility, risk-free interest rate and expected dividend yield. Each assumption is discussed below.

Expected term – The expected term represents the period that our stock-based awards are expected to be outstanding. The

expected term for PSU awards is based on the incentive period.

Expected volatility – The fair value of stock-based awards reflects volatility factors calculated using historical market data for
our common stock and also our peer group when the Monte Carlo method is used. The time frame used is equal to the expected
term.

Risk-free interest rate – We base the risk-free interest rate on the yield to maturity at the time of the award grant on zero-

coupon U.S. government bonds having a remaining life equal to the award’s expected life.

Expected dividend – The dividend assumption is based on our expectations about our dividend policy on the date of grant.

Estimated forfeitures – When estimating forfeitures, we consider voluntary termination behavior as well as analysis of actual

forfeitures.

The following assumptions were used to estimate the fair value of PSUs:

Expected term
Expected volatility
Risk-free interest rate
Expected dividend yield

2017
3 years
29.90%
1.47%
2.62%

Stock-based Compensation Expense: The following table shows the stock-based compensation related amounts
recognized in the Consolidated Statements of Income for equity awards pertaining to continuing operations (in thousands):

2019

2018

2017

RSUs
PSAs
PSUs
Stock options
Total stock-based compensation

Total income tax benefit (provision)

9,699 $
9,277
1,170
—
20,146

4,354

7,260 $
2,693
2,578
—
12,531

(184)

Stock-based compensation net of tax

15,792 $

12,715 $

9,408
—
6,234
427
16,069

7,442

8,627

RSUs: As of December 31, 2019, there was $19.4 million of unrecognized compensation cost related to non-vested

restricted stock and RSUs. This amount will be adjusted for future changes in estimated forfeitures and recognized on a straight-
line basis over a weighted average period of 2.6 years.

A summary of RSU awards is presented below:

2019

2018

2017

RSU Activity
Unvested at beginning of year

1,567,704 $

Granted

Vested

Canceled

Adjustment due to spin-off of
Cars.com (a)
Unvested at end of year (a)

1,356,848

(581,479)

(210,137)

—

Weighted
average
fair value

14.65

13.09

16.31

14.53

Weighted
average
fair value

21.29

11.99

15.11

17.98

1,062,550 $

1,198,787

(477,050)

(216,583)

—

Weighted
average
fair value

25.66

19.41

25.18

21.49

1,143,421 $

989,443

(1,162,231)

(514,460)

606,377

2,132,936 $

13.22

1,567,704 $

14.65

1,062,550 $

21.29

(a) The weighted-average grant date fair value of the RSUs included in the line item “Adjustment due to spin-off of Cars.com” is equal to the
weighted-average grant date fair value of the awards at their respective grant date divided by a factor of approximately 1.59. The weighted-
average grant date fair value of the unvested RSUs as of Dec. 31, 2017 reflect the adjustment.

PSAs: The PSAs were first granted in 2018. A summary for the PSAs activity is presented below:

PSAs Activity
Unvested at beginning of year

Granted

Vested

Canceled

Unvested at end of year

2019

2018

Target
number of
shares

Weighted
average fair
value

Target
number of
shares

Weighted
average fair
value

450,085 $

567,356

(261,286)

(57,673)

698,482 $

12.05

12.36

12.16

12.08

12.26

—

565,187 $

(91,451)

(23,651)

450,085 $

12.05

PSUs: As of December 31, 2019, there was no unrecognized compensation cost related to non-vested PSUs as the last

awards fully vested as of December 31, 2019.

A summary of our PSUs is presented below:

PSUs Activity
Unvested at beginning of year

Granted

Vested

Canceled

Adjustment due to spin-off of
Cars.com (a)
Unvested at end of year (a)

2019

2018

2017

Target
number of
shares

Weighted
average fair
value

Target
number of
shares

Weighted
average fair
value

Target
number of
shares

Weighted
average fair
value

250,840 $

23.92

662,835 $

25.87

1,018,950 $

—

(228,287)

(22,553)

—

— $

23.92

—

(383,095)

(28,900)

—

27.19

25.39

307,950

(774,267)

(68,573)

178,775

—

250,840 $

23.92

662,835 $

25.87

35.60

23.92

36.94

31.80

(a) The weighted-average grant date fair value of the PSUs included in the line item “Adjustment due to spin-off of Cars.com” is equal to the
weighted-average grant date fair value of the awards at their respective grant date divided by a factor of approximately 1.59. The weighted-
average grant date fair value of the unvested PSUs as of Dec. 31, 2017 reflect the adjustment.

Total
(106,923)

(14,182)
9,439
(4,743)
(24,845)
(136,511)

Total
(161,573)
17,438
37,212
(106,923)

Accumulated other comprehensive loss

The elements of our Accumulated Other Comprehensive Loss (AOCL) principally consisted of pension, retiree medical and

life insurance liabilities and foreign currency translation. The following tables summarize the components of, and changes in
AOCL, net of tax (in thousands):

2019
Balance at beginning of year
Other comprehensive loss before reclassifications
Amounts reclassified from AOCL
Balance at end of year

2018
Balance at beginning of year

Other comprehensive (loss) income before reclassifications
Amounts reclassified from AOCL
Total other comprehensive income
Reclassification of stranded tax effects to retained earnings
Balance at end of year

Retirement
Plans

Foreign
Currency
Translation (1)

(136,893) $
(10,339)
4,834
(142,398) $

382 $
(581)
—
(199) $

Total
(136,511)
(10,920)
4,834
(142,597)

Retirement
Plans

Foreign
Currency
Translation (1)

(107,037) $

(14,450)
9,439
(5,011) $

(24,845)
(136,893) $

114 $

268
—
268 $
—
382 $

2017
Balance at beginning of year
Other comprehensive income (loss) before reclassifications
Amounts reclassified from AOCL
Balance at end of year

Retirement
Plans

Foreign
Currency
Translation (1)

Other

(124,978) $
12,496
5,445
(107,037) $

(28,560) $
6,649
22,025

114 $

(8,035) $
(1,707)
9,742

— $

(1) Our entire foreign currency translation adjustment is related to our CareerBuilder investment. As a result of deconsolidating the investment due to
the sale of our majority ownership, we reclassified the translation adjustment from AOCL to the Consolidated Statement of Income as of the date of
sale, July 31, 2017. Due to the noncontrolling ownership stake that we retained in CareerBuilder, we will continue to record our share of foreign
currently translation adjustments through our equity method investment.

AOCL components are included in the computation of net periodic post-retirement costs which include pension costs
discussed in Note 7 and our other post-retirement benefits (health care and life insurance benefits). Reclassifications out of
AOCL related to these post-retirement plans include the following (in thousands):

Amortization of prior service (credit) cost
Amortization of actuarial loss

Pension payment timing related charges
Total reclassifications, before tax
Income tax effect
Total reclassifications, net of tax

Adjustments related to spin-off of Cars.com business

2019

2018

2017

(481) $

(403) $

6,246

686
6,451
(1,617)
4,834 $

5,544

7,498
12,639
(3,200)
9,439 $

63
8,774

—
8,837
(3,392)
5,445

On May 31, 2017, we completed the spin-off of Cars.com. As a result of the spin-off, we disposed of all Cars.com asset and

liability amounts, which resulted in a reduction of retained earnings of $1.5 billion in 2017.

NOTE 11 – Spectrum repacking reimbursements and other, net

As events occur, or circumstances change, we may recognize non-cash impairment charges to reduce the book value of

goodwill, other intangible assets and other long-lived assets or to record charges (gains) related to spectrum repacking
reimbursements and other efforts, or unique events.

A summary of these items by year (pre-tax basis) is presented below (in thousands):

2019

2018

2017

Reimbursement of spectrum repacking
Property and equipment (gains) impairments
Impairment charges related to assets held-for-sale
Contract termination and other costs related to national sales
Lease exit and other charges
Hurricane related losses, net

(16,974) $
(2,880)
9,063
5,456
—
—

(7,400) $
(5,989)
—
—
551
1,137

Total spectrum repacking reimbursements and other, net

(5,335) $

(11,701) $

—
2,183
—
—
1,350
896

4,429

Reimbursement of spectrum repacking: Some of our stations have had to purchase new equipment in order to comply with
the FCC spectrum repacking initiative. As part of this initiative, the FCC is reimbursing companies for costs incurred to comply
with the new requirements. In 2019 and 2018, we received $17.0 million and $7.4 million of such reimbursements, which we
have recorded as contra expense.

Property and equipment (gains) impairments: In 2019, we recognized a $2.9 million gain related to sale of one of our real
estate properties. In 2018, we recognized a $6.0 million gain as a result of the sale of real estate in Houston. During 2017, we
recorded $2.2 million of impairment charges associated with operating assets at one of our television stations.

Impairment charges related to assets held-for-sale: In 2019, we recognized $9.1 million of impairment charges, related to

assets classified as held-for sale.

Contract termination and other costs related to national sales: This expense is comprised of a contract termination and other
incremental transition costs related to bringing our national sales organization in-house (which occurred during the third quarter
of 2019). Prior to this transition we utilized a third party national marketing representation firm for our national television
advertising.

Lease exit and other charges: These charges primarily relate to the early exit of various leases. The 2018 charges relate to
exiting a lease used by our former Cofactor business, which operated within our former Digital segment. The 2017 charge relates
to the consolidation of office space at corporate headquarters and at our Digital Marketing Services (DMS) business unit.

Hurricane related losses, net: In the third quarter of 2017, a few of our television stations were impacted by hurricanes
Harvey and Irma and a result, we incurred net losses of $0.9 million, comprised of expenses of $26.9 million, partially offset by
$26.0 million of insurance proceeds. We recognized additional losses of $1.1 million related to hurricane damage in 2018.

NOTE 12 – Supplemental cash flow information

The following table provides a reconciliation of cash and cash equivalents, as reported on our Consolidated Balance

Sheets, to cash, cash equivalents, and restricted cash, as reported on our Consolidated Statement of Cash Flows (in
thousands):

Dec 31, 2019

Dec 31, 2018 Dec 31, 2017

Cash and cash equivalents included in:

Continuing operations

Restricted cash equivalents included in:

Prepaid expenses and other current assets

Cash, cash equivalents and restricted cash

29,404 $

135,862 $

98,801

—

29,240

29,404 $

135,862 $

128,041

Our restricted cash equivalents consisted of highly liquid investments that were held within a rabbi trust and were used to

pay our deferred compensation and SERP obligations.

The following table provides additional information about cash flows related to interest and taxes (in thousands):

Supplemental cash flow information:

Cash paid for income taxes, net of refunds
Cash paid for interest

NOTE 13 – Other matters

For the year ended Dec. 31,

2019

2018

2017

$
$

84,045 $
186,086 $

62,889 $
182,465 $

154,693
200,512

Litigation: In the third quarter of 2018, certain national media outlets reported the existence of a confidential investigation by

the United States Department of Justice Antitrust Division (DOJ) into the local television advertising sales practices of station
owners. We have received a Civil Investigative Demand (CID) in connection with the DOJ’s investigation. The investigation is
ongoing. On November 13 and December 13, 2018, DOJ and seven broadcasters settled a DOJ complaint alleging the
exchange of competitively sensitive information in the broadcast television industry. In June 2019, we and four other
broadcasters entered into a substantially identical agreement with DOJ, which was entered by the court on December 3, 2019.
The settlement contains no finding of wrongdoing or liability and carries no penalty. It prohibits us and the other settling entities
from sharing certain confidential business information, or using such information pertaining to other broadcasters, except under
limited circumstances. The settlement also requires the settling parties to make certain enhancements to their antitrust
compliance programs; to continue to cooperate with the DOJ’s investigation and to permit DOJ to verify compliance. We do not
expect the costs of compliance to be material.

Since the national media reports, numerous putative class action lawsuits were filed against owners of television stations (the

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

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

We, along with a number of our subsidiaries, also are defendants in other judicial and administrative proceedings involving

matters incidental to our business. We do not believe that any material liability will be imposed as a result of any of the foregoing
matters.

Commitments: The following table summarizes the expected cash outflow related to our unconditional purchase obligations

that are not recorded on our balance sheet as of December 31, 2019. Such obligations include future payments related to
programming contracts and purchase obligations (in thousands). See Note 8 for further information on our lease commitments.

2020
2021
2022
2023
2024
Thereafter
Total

Programming
Contracts

Purchase
Obligations

758,608 $
555,630
527,660
470,312
524
—

2,312,734 $

97,586
17,093
8,513
4,489
1,849
—
129,530

Programming contracts: We have $2.31 billion of commitments under programming contracts that include television station

commitments to purchase programming to be produced in future years. This also includes amounts related to our network
affiliation agreements. Network affiliation agreements may include variable fee components such as subscriber levels, which in
have been estimated and reflected in the table above.

Purchase obligations: We have commitments under purchasing obligations totaling $129.5 million pertaining to technology
related capital projects, news and market data services, and other legally binding commitments. Amounts which we are liable for
under purchase orders outstanding as of December 31, 2019, are reflected in the Consolidated Balance Sheet as accounts
payable and accrued liabilities and are excluded from the $129.5 million.

Major Customers: Customers that purchase our advertising and marketing services are comprised of local, regional, and
national advertisers across our markets. Our subscription revenue customers include cable operators and satellite providers for
carriage of our television stations. We have two customers that purchase both advertising and marketing services and pay us
compensation related to retransmission consent agreements, each of which represented more than 10% of consolidated
revenues in 2019 and 2018. Such customers represented $270.3 million and $251.2 million of consolidated revenue in fiscal
year ended December 31, 2019. The same customers accounted for $245.3 million and $223.8 million of consolidated revenue
in 2018, and also accounted for $215.4 million and $202.4 million of consolidated revenue in 2017.

Related Party Transactions: We have an equity and debt investment in MadHive, Inc. (MadHive) which is a related party of

TEGNA. In addition to our investment, we also have a commercial agreement with MadHive where they support our Premion
business in acquiring and delivering over-the-top ad impressions. During the year ended December 31, 2019, we incurred
expenses of $34.3 million as a result of the commercial agreement with MadHive. During the year ended December 31, 2018,
we incurred $3.4 million of expenses under the commercial agreement. These expenses are recorded as Cost of Revenue on
our Consolidated Income Statement. As of December 31, 2019 and December 31, 2018, we had accounts payable and accrued
liabilities associated with the commercial agreement of $4.3 million and $1.6 million, respectively.

FCC Broadcast Spectrum Program: In April 2017, the FCC announced the completion of a voluntary incentive auction to
reallocate certain spectrum currently occupied by television broadcast stations to mobile wireless broadband services, along with
a related “repacking” of the television spectrum for remaining television stations. None of our stations relinquished any spectrum
rights as a result of the auction. Seventeen of our stations (which includes four of our recently acquired stations) have been or
will be repacked to new channels.

The legislation authorizing the incentive auction and repacking established a $1.75 billion fund for reimbursement of costs

incurred by stations required to change channels in the repacking. Subsequent legislation enacted on March 23, 2018,
appropriated an additional $1 billion for the repacking fund, of which up to $750 million may be made available to repacked full
power and Class A television stations and multichannel video programming distributors. Other funds are earmarked to assist
affected low power television stations, television translator stations, and FM radio stations, as well for consumer education
efforts.

The repacking process is scheduled to occur over a 39-month period, divided into ten phases ending mid-year 2020. Our
full power stations have been assigned to phases two through nine, and a majority of our capital expenditures in connection with
the repack occurred in 2018 and 2019. To date, we have incurred approximately $35.6 million in capital expenditures for the
spectrum repack project (of which $18.0 million was paid during 2019). We have received FCC reimbursements of
approximately $24.4 million through December 31, 2019. The reimbursements were recorded as a contra operating expense
within our Spectrum repacking reimbursements and other, net line item on our Consolidated Statement of Income and reported
as an investing inflow on the Consolidated Statement of Cash Flows.

Each repacked full power commercial television station, including each of our 17 repacked stations, has been allocated a
reimbursement amount equal to approximately 92.5% of the station’s estimated repacking costs, as verified by the FCC’s fund
administrator. Although we expect the FCC to make additional allocations from the fund, it is not guaranteed that the FCC will
approve all reimbursement requests necessary to completely reimburse each repacked station for all amounts incurred in
connection with the repack.

Reduction in Force Programs: During the third quarter of 2018, we initiated reduction in force programs at our corporate
headquarters and our DMS business unit, which resulted in a total severance charge of $7.3 million which was recorded within
the Cost of revenues, Business units - Selling, general and administrative, and Corporate - General and administrative costs
within the Statement of Income. The corporate headquarters reductions were part of our ongoing consolidations of our corporate
structure following our strategic transformation into a pure-play broadcast company. The reduction in force at our DMS unit is a
result of a rebranding of our service offerings and unification of our sales strategy to better serve our customers. A majority of the
employees impacted by these reductions received lump sum severance payments. As of the end of 2019, substantially all
severance payments have been made to the impacted employees.

NOTE 14 – Discontinued operations

Cars.com Spin-off

On May 31, 2017, we completed the spin-off of Cars.com. The spin-off was effected through a pro rata distribution of all

outstanding common shares of Cars.com to TEGNA stockholders of record at the close of business on May 18, 2017 (the
Record Date). Stockholders retained their TEGNA shares and received one share of Cars.com for every three shares of TEGNA
stock they owned on the Record Date. Cars.com began “regular way” trading on the New York Stock Exchange on June 1, 2017
under the symbol “CARS”.

CareerBuilder Sale

On July 31, 2017, we sold our majority ownership interest in CareerBuilder to an investor group led by investment funds
managed by affiliates of Apollo Global Management, LLC, a leading global alternative investment manager, and the Ontario
Teachers’ Pension Plan Board. Our share of the pre-tax net cash proceeds from the sale was $198.3 million. As part of the
agreement, we remain an ongoing partner in CareerBuilder, retaining an approximately 17% interest (or approximately 10% on a
fully-diluted basis) and two seats on CareerBuilder’s 10 person board. Following the sale, CareerBuilder is no longer
consolidated within our reported operating results. Our remaining ownership interest is being accounted for as an equity method
investment. In 2019 and 2018, we recorded equity income from our remaining interest in CareerBuilder of $0.5 million and $14.2
million, respectively.

Financial Statement Presentation

As a result of the 2017 Cars.com and CareerBuilder transactions, the operating results of our former Digital Segment have

been included in discontinued operations in the Consolidated Statements of Income for all periods presented. There was no
discontinued operations activity in 2019.

The 2017 discontinued operations activity includes a $342.9 million pre-tax loss related to the sale of CareerBuilder (after

noncontrolling interest, $271.7 million of the pre-tax loss is attributable to TEGNA). The pre-tax loss includes a goodwill
impairment charge of $332.9 million and costs to sell the business of $10.9 million. Fair value used for the pre-tax loss was
based on the enterprise value of CareerBuilder as determined in the definitive purchase agreement.

In the third quarter of 2018, we recorded a tax benefit from discontinued operations of $4.3 million. The tax benefit primarily

relates to updating the 2017 income tax provision estimates for CareerBuilder and Cars.com to the 2017 federal tax return
completed during the third quarter of 2018.

The following table presents the financial results of Digital Segment discontinued operations (in thousands):

$
Revenues
$
Operating expenses
$
(Loss) income from discontinued operations, before income taxes
$
(Benefit) provision for income taxes
Income (loss) from discontinued operations, net of tax
$
Net loss (income) attributable to noncontrolling interests from discontinued operations $

— $ 647,021
— $ 923,684
— $(277,742)
(4,325) $ (44,826)
4,325 $(232,916)
— $ 58,698

2018

2017

The financial results reflected above may not represent our former Digital Segment stand-alone operating results, as the
results reported within income from discontinued operations, net, include only certain costs that are directly attributable to these
businesses and exclude certain corporate overhead costs that were previously allocated for each period.

See Note 10 for earnings per share information on discontinued operations.

In our Consolidated Statement of Cash Flows, the cash flows from discontinued operations are not separately classified, but
supplemental cash flow information for these business units is presented below. The depreciation, amortization, and significant
cash investing items of the former Digital Segment discontinued operations were as follows (in thousands):

Depreciation
Amortization of intangible assets
Capital expenditures

2017
$ 19,569
$ 40,300
$ 37,441

SELECTED FINANCIAL DATA (Unaudited)
(See notes below as well as ‘a’ and ‘b’ on page 79)

In thousands of dollars, except per share amounts

Fiscal Year

Revenues

Operating expenses

Operating income

Non-operating (expense) income

2019

2018

2017

2016

2015

$ 2,299,497

$ 2,207,282

$ 1,903,026

$ 2,004,088

1,764,822

1,740,479

1,508,806

1,357,124

1,295,936

1,134,528

559,018

698,476

545,902

708,152

630,294

Equity income (loss) in unconsolidated investments, net

10,149

13,792

10,402

(3,414)

(2,795)

Interest expense

Other non-operating expenses

Total

Income before income taxes

Provision (Benefit) for income taxes

Income from continuing operations

Income from continuing operations per share:

basic

diluted

Other selected financial data

Dividends declared per share

Weighted average number of common shares
outstanding
basic

diluted

Financial position
Long-term debt, excluding current maturities (1)
TEGNA Inc. Shareholders’ equity (2)
Total assets (2)
Return on equity (3)

(205,470)

(192,065)

(210,284)

(231,995)

(273,152)

11,960

(11,496)

(35,304)

(23,452)

(8,681)

(183,361)

(189,769)

(235,186)

(258,861)

(284,628)

375,657

89,422

286,235

1.32

1.31

0.28

508,707

107,367

310,716

(137,246)

401,340

$ 447,962

1.86

1.85

0.28

2.08

2.06

0.35

449,291

140,171

309,120

1.43

1.41

0.56

217,138

217,977

216,184

216,621

215,587

217,478

216,358

219,681

$ 4,179,245

$ 2,944,466

$ 3,007,047

$ 4,042,749

$ 1,590,377

$ 1,340,924

$ 995,041

$ 2,271,418

$ 6,953,976

$ 5,276,842

$ 4,962,115

$ 8,542,725

345,666

116,060

229,606

1.02

1.00

0.68

224,688

229,721

4,169,016

2,191,971

8,505,958

19.5%

34.7%

16.8%

19.6%

16.9%

(1) The decrease in our long-term debt in 2017 was primarily due to payments made using the proceeds from the spin-off of Cars.com and

sale of CareerBuilder. The increase in long-term debt in 2019 is due to the $1.5 billion spent on business acquisitions (see Note 2 and
Note 6 to the consolidated financial statements for further details).

(2) The decrease in TEGNA Inc. Shareholders’ equity and total assets in 2017 is due to the spin-off of Cars.com and sale of CareerBuilder.

(3) Calculated using income from continuing operations plus earnings from discontinued operations.

NOTES TO SELECTED FINANCIAL DATA (Unaudited)

(a) We have made the significant acquisitions and dispositions listed below during the periods presented in the Selected Financial

Data table presented above. The results of operations of these acquired businesses are included in the accompanying financial
information from the date of acquisition. See Note 2 of the consolidated financial statements for further information on the acquisitions.

(b) During the periods presented in the Selected Financial Data table presented above, we sold or otherwise disposed of

substantially all of the assets or capital stock of certain other significant subsidiaries and divisions of other subsidiaries, which are listed
below. See Note 14 of the consolidated financial statements for further information on the dispositions.

Acquisitions and dispositions occurring during 2019-2015 are shown below:

Acquisitions 2019-2015
Name
Year
2019 WTIC/WCCT, WPMT, WATN/

WLMT, WNEP, WOI/KCWI,
WZDX, WQAD and KFSM

Location

Description of Business

Acquired from Nexstar Media Group 11 local
television stations in eight markets, including eight
Big Four affiliates

Hartford-New Haven, CT,
Harrisburg-Lancaster-Lebanon-
York, PA, Memphis, TN, Wilkes
Barre-Scranton, PA, Des Moines-
Ames, IA, Huntsville-Decatur-
Florence, AL, Davenport, IA and
Rock Island-Moline, IL and Ft.
Smith-Fayetteville-Springdale-
Rogers, AR

WTHR, WALV, WBNS, and
WBNS Radio
KTTU

Indianapolis, IN and Columbus,
OH
Tucson, AZ

Acquired from Dispatch Broadcast Group two
television and two radio stations
Television station

Justice Network and Quest

Atlanta, GA

Toledo, OH and Midland-
Odessa, TX
San Diego, CA

Acquired from Cooper Media two Multicast
channels
Acquired from Gray Television, Inc. two television
stations
Television and radio stations

Portland, OR, Louisville, KY and
Tucson, AZ

Television stations

Location

Description of Business

WTOL and KWES

2018 KFMB-TV, KFMB-D2, KFMB-

AM and KFMB-FM
2015 KGW, WHAS and KMSB

Dispositions 2019-2015
Year
Name
2017 Cars.com

CareerBuilder
2016 Cofactor (ShopLocal)
Sightline Media Group
(Sightline)

Chicago, IL
Chicago, IL
Chicago, IL
Springfield, VA

2015 Gannett Healthcare Group

Hoffman Estates, IL

Gannett Co., Inc.

Clipper Magazine
Mobestream Media

McLean, VA

Mountville, PA
Dallas, TX

Digital automotive marketplace
Global leader in human capital solutions
Marketing and database services company
Weekly and monthly periodicals

Provides continuing education, certification test
preparation, online recruitment, digital media,
publications and related services for nurses and
other healthcare professionals

Multi-platform news and information company

Advertising and marketing solutions provider
Developer of the Key Ring consumer rewards
mobile platform

PointRoll

King of Prussia, PA

Multi-screen digital ad tech and services company

QUARTERLY STATEMENTS OF INCOME (Unaudited)

In thousands of dollars, except per share amounts

Revenues

Operating income

Net income attributable to TEGNA Inc.

Net income per share - diluted

First (1)

Second (2)

2019 Quarters
Third (3)

Fourth (4)

Total

516,753

536,932

551,857

693,955

2,299,497

132,649

73,979

142,812

79,955

106,833

48,346

176,724

83,955

0.34

0.37

0.22

0.38

559,018

286,235

1.31

In thousands of dollars, except per share amounts

Revenues

Operating income

Net income from continuing operations

Net income from discontinued operations

Net income attributable to TEGNA Inc.

Earnings from continuing operations per share -
diluted

Net income per share - diluted

First

Second (5)

2018 Quarters
Third (6)

Fourth (7)

Total

502,090

524,080

538,976

642,136

2,207,282

137,015

55,187

—

55,187

154,135

92,512

—

92,512

154,284

92,826

4,325

97,151

253,042

160,815

—

160,815

698,476

401,340

4,325

405,665

0.25

0.43

0.45

0.74

1.85

1.87

Except the first quarter of 2018, the quarters presented in the table above include special items affecting operating income:

(1) Special items primarily related to $3.9 million of acquisition-related costs associated with business acquisitions, offset by $7.0
million of gains from the sale of real estate and gain due to reimbursements from the FCC for required spectrum repacking,
which totaled $3.1 million ($2.3 million after-tax or $0.01 per share).

(2) Special items primarily related to $5.2 million of acquisition-related costs associated with business acquisitions and $1.5
million of severance expense, partially offset by $4.3 million of a gain due to reimbursements from the FCC for required
spectrum repacking, which totaled $2.4 million ($2.0 million after-tax or $0.01 per share).

(3) Special items primarily related to $20.0 million of acquisition-related costs associated with business acquisitions and $5.5

million of one-time contract termination and incremental transition costs related to bringing our national sales organization in-
house, partially offset by $5.5 million of a gain due to reimbursements from the FCC for required spectrum repacking, which
totaled $19.9 million ($16.0 million after-tax or $0.07 per share).

(4) Special items primarily related to $9.1 million of impairment costs primarily associated with an expected disposition of a

business unit, $6.1 million of advisory fees related to activism defense and $1.6 million acquisition-related costs, $4.9 million
of severance expense, partially offset by $3.0 million FCC spectrum repacking reimbursements totaled $18.7 million ($14.2
million after-tax or $0.06 per share).

(5) Special items primarily related to gains from the sale of real estate in Houston and FCC spectrum repacking reimbursements,

partially offset by an early release termination payment totaled $6.3 million ($6.3 million after-tax or $0.03 per share).

(6) Special items primarily related to $7.3 million of severance expense, partially offset by $3.0 million of FCC spectrum

repacking reimbursements for a total of $4.3 million ($3.4 million after-tax or $0.02 per share).

(7) Special items primarily related to a gain due to reimbursements from the FCC for required spectrum repacking totaled $2.4
million ($1.8 million after-tax or $0.01 per share). In addition, the fourth quarter includes a $10 million adjustment to reduce
revenues recognized in earlier quarters related to refunds/credits issued to certain Premion customers.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal

financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation,
our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were
effective as of December 31, 2019, the end of the period covered by this annual report.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in Internal Control - Integrated Framework (2013 framework) issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded
that our internal control over financial reporting was effective as of December 31, 2019.

The effectiveness of our internal control over financial reporting as of December 31, 2019, has been audited by

PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included herein.

On September 19, 2019 we completed our acquisition from Nexstar Media Group of 11 local television stations in eight
markets (the Nexstar Stations). In addition, on August 8, 2019 we completed our acquisition of Dispatch Broadcast Group’s two
top-rated television stations and two radio stations (the Dispatch Stations). On June 18, 2019, we completed the acquisition of
the remaining approximately 85% interest that we did not previously own in the multicast networks Justice Network and Quest
(the Justice and Quest Networks) from Cooper Media. See Note 2 to the consolidated financial statements for additional
information on these three acquisitions.

Based on the SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment

of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed, we have
excluded the Nexstar Stations, Dispatch Stations and the Justice and Quest Networks from our evaluation of internal control
over financial reporting as of December 31, 2019. On a combined basis, the Nexstar Stations, Dispatch Stations and the Justice
and Quest Networks constitute approximately 3% of the Company’s total assets (excluding goodwill and other intangibles assets
acquired in the acquisitions, which are included in management’s assessment of internal control over financial reporting) and 1%
of total liabilities as of December 31, 2019, and contributed approximately 6% of our total revenues for the year ended
December 31, 2019.

Changes in Internal Control Over Financial Reporting

There have been no material changes in our internal controls or in other factors during our fiscal quarter ended December
31, 2019, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information captioned “Your Board of Directors,” “The TEGNA Nominees,” “Committees of the Board of Directors,”
“Committee Charters” and “Ethics Policy” under the heading “PROPOSAL 1 – ELECTION OF DIRECTORS” in our 2020 proxy
statement is incorporated herein by reference.

David T. Lougee

President and Chief Executive Officer (June 2017-present). Formerly: President, TEGNA Media (July 2007-June 2017).

Age 61.

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 59.

Victoria D. Harker

Executive Vice President and Chief Financial Officer (June 2015-present). Formerly: Chief Financial Officer (2012-2015),
Executive Vice President, Chief Financial Officer and President of Global Business Services, AES Corporation (2006-2012).
Age 55.

Akin S. Harrison

Senior Vice President, General Counsel and Secretary (January 2019 - present). Formerly: Senior Vice President, Associate

General Counsel and Secretary (June 2017 - December 2018), Vice President, Associate General Counsel and Secretary (July
2015 - June 2017); Associate General Counsel (August 2011 - June 2015). Age 47.

ITEM 11. EXECUTIVE COMPENSATION

The information captioned “EXECUTIVE COMPENSATION,” “DIRECTOR COMPENSATION,” “OUTSTANDING DIRECTOR

EQUITY AWARDS AT FISCAL YEAR-END” AND “PROPOSAL 1–ELECTION OF DIRECTORS – Related Transactions” in our
2020 proxy statement is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS

The information captioned “EQUITY COMPENSATION PLAN INFORMATION” and “SECURITIES BENEFICIALLY OWNED

BY DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL SHAREHOLDERS” in our 2020 proxy statement is incorporated
herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information captioned “Director Nominees” under the heading “2020 Proxy Statement Summary: Snapshot of 2020
Director Nominees” and “Related Transactions” under the heading “PROPOSAL 1 - ELECTION OF DIRECTORS” in our 2020
proxy statement is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information captioned “REPORT OF THE AUDIT COMMITTEE” in our 2020 proxy statement is incorporated herein by

reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements, Financial Statement Schedules and Exhibits.

(1)

Financial Statements.

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Cash Flow

Consolidated Statements of Equity

Notes to Consolidated Financial Statements

(2)

Financial Statement Schedules.

All schedules are omitted as the required information is not applicable or the information is presented in the consolidated

financial statements or related notes.

(3) Exhibits.

EXHIBIT INDEX

Exhibit Number

Exhibit

Location

3-1

3-1-1

3-1-2

3-2

4-1

4-2

4-3

4-4

4-5

4-6

4-7

10-1

10-1-1

10-1-2

10-1-3

10-2

10-2-1

10-2-2

Third Restated Certificate of Incorporation of TEGNA Inc.

Incorporated by reference to Exhibit 3-1 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended April 1, 2007.

Amendment to Third Restated Certificate of Incorporation
of TEGNA Inc.

Incorporated by reference to Exhibit 3-1 to TEGNA Inc.’s
Form 8-K filed on May 1, 2015.

Amendment to Third Restated Certificate of Incorporation
of TEGNA Inc.

Incorporated by reference to Exhibit 3-1 to TEGNA Inc.’s
Form 8-K filed on July 2, 2015.

By-laws, as amended through July 24, 2018.

Incorporated by reference to Exhibit 3-1 to TEGNA Inc.’s
Form 8-K filed on July 27, 2018.

Indenture dated as of March 1, 1983, between TEGNA Inc.
and Citibank, N.A., as Trustee.

Incorporated by reference to Exhibit 4-1 to TEGNA Inc.’s
Form 10-K for the fiscal year ended December 31, 2017.

First Supplemental Indenture dated as of November 5,
1986, among TEGNA Inc., Citibank, N.A., as Trustee, and
Sovran Bank, N.A., as Successor Trustee.

Second Supplemental Indenture dated as of June 1, 1995,
among TEGNA Inc., NationsBank, N.A., as Trustee, and
Crestar Bank, as Trustee.

Tenth Supplemental Indenture, dated as of July 29, 2013,
between TEGNA Inc. and U.S. Bank National Association,
as Trustee.

Eleventh Supplemental Indenture, dated as of October 3,
2013, between TEGNA Inc. and U.S. Bank National
Association as Trustee.

Incorporated by reference to Exhibit 4-2 to TEGNA Inc.’s
Form 10-K for the fiscal year ended December 31, 2017.

Incorporated by reference to Exhibit 4-3 to TEGNA Inc.’s
Form 10-K for the fiscal year ended December 31, 2017.

Incorporated by reference to Exhibit 4-2 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended June 30, 2017.

Incorporated by reference to Exhibit 4-8 to TEGNA Inc.’s
Form 10-K for the fiscal year ended December 29, 2013.

Thirteenth Supplemental Indenture, dated as of September
13, 2019, between TEGNA Inc. and U.S. Bank National
Association, as Trustee.

Incorporated by reference to Exhibit 4-1 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended September 30,
2019.

Description of Securities.

Attached.

Supplemental Executive Medical Plan Amended and
Restated as of January 1, 2011.*

Incorporated by reference to Exhibit 10-2 to TEGNA Inc.’s
Form 10-K for the fiscal year ended December 26, 2010.

Amendment No. 1 to the Supplemental Executive Medical
Plan Amended and Restated as of January 1, 2012.*

Incorporated by reference to Exhibit 10-1-1 to TEGNA
Inc.’s Form 10-K for the fiscal year ended December 30,
2012.

Amendment No. 2 to the TEGNA Inc. Supplemental
Executive Medical Plan dated as of June 26, 2015.*

Incorporated by reference to Exhibit 10-6 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended June 28, 2015.

Amendment No. 3 to the TEGNA Inc. Supplemental
Executive Medical Plan effective as of November 1, 2016.*

Incorporated by reference to Exhibit 10-1-3 to TEGNA
Inc.’s Form 10-K for the fiscal year ended December 30,
2016.

Supplemental Executive Medical Plan for Retired
Executives dated December 22, 2010 and effective
January 1, 2011.*

Incorporated by reference to Exhibit 10-2-1 to TEGNA
Inc.’s Form 10-K for the fiscal year ended December 26,
2010.

Amendment No. 1 to the TEGNA Inc. Supplemental
Executive Medical Plan for Retired Executives dated as of
June 26, 2015.*

Incorporated by reference to Exhibit 10-7 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended June 28, 2015.

Amendment No. 2 to the TEGNA Inc. Supplemental
Executive Medical Plan for Retired Executives effective as
of November 1, 2016.*

Incorporated by reference to Exhibit 10-2-2 to TEGNA
Inc.’s Form 10-K for the fiscal year ended December 30,
2016.

10-3

TEGNA Inc. Supplemental Retirement Plan Restatement.*

Incorporated by reference to Exhibit 10-2 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended September 30,
2007.

10-3-1

10-3-2

Amendment No. 1 to the TEGNA Inc. Supplemental
Retirement Plan dated July 31, 2008 and effective August
1, 2008.*

Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended September 28,
2008.

Amendment No. 2 to the TEGNA Inc. Supplemental
Retirement Plan dated December 22, 2010.*

Incorporated by reference to Exhibit 10-3-2 to TEGNA
Inc.’s Form 10-K for the fiscal year ended December 26,
2010.

Exhibit Number

Exhibit

Location

10-3-3

10-3-4

10-3-5

10-4

10-4-1

10-4-2

10-4-3

10-4-4

10-4-5

10-4-6

10-4-7

10-4-8

10-4-9

10-4-10

10-4-11

10-5

10-5-1

10-5-2

10-5-3

Amendment No. 3 to the TEGNA Inc. Supplemental
Retirement Plan dated as of June 26, 2015.*

Incorporated by reference to Exhibit 10-8 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended June 28, 2015.

Amendment No. 4 to the TEGNA Inc. Supplemental
Retirement Plan dated as of November 7, 2017.*

Incorporated by reference to Exhibit 10-3-4 to TEGNA
Inc.’s Form 10-K for the fiscal year ended December 31,
2017.

Amendment No. 5 to the TEGNA Inc. Supplemental
Retirement Plan, dated as of April 26, 2018.*

Incorporated by reference to Exhibit 10-2 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended June 30, 2018.

TEGNA Inc. Deferred Compensation Plan Restatement
dated February 1, 2003 (reflects all amendments through
July 25, 2006).*

Incorporated by reference to Exhibit 10-4 to TEGNA Inc.’s
Form 10-K for the fiscal year ended December 31, 2006.

TEGNA Inc. Deferred Compensation Plan Rules for
Post-2004 Deferrals.*

Incorporated by reference to Exhibit 10-3 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended July 1, 2007.

Amendment No. 1 to the TEGNA Inc. Deferred
Compensation Plan Rules for Post-2004 Deferrals dated
July 31, 2008 and effective August 1, 2008.*

Incorporated by reference to Exhibit 10-2 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended September 28,
2008.

Amendment No. 2 to the TEGNA Inc. Deferred
Compensation Plan Rules for Post-2004 Deferrals dated
December 9, 2008.*

Incorporated by reference to Exhibit 10-4-3 to TEGNA
Inc.’s Form 10-K for the fiscal year ended December 28,
2008.

Amendment No. 3 to the TEGNA Inc. Deferred
Compensation Plan Rules for Post-2004 Deferrals dated
October 27, 2009.*

Incorporated by reference to Exhibit 10-4-4 to TEGNA
Inc.’s Form 10-K for the fiscal year ended December 27,
2009.

Amendment No. 4 to the TEGNA Inc. Deferred
Compensation Plan Rules for Post-2004 Deferrals dated
December 22, 2010.*

Incorporated by reference to Exhibit 10-4-5 to TEGNA
Inc.’s Form 10-K for the fiscal year ended December 26,
2010.

Amendment No. 5 to the TEGNA Inc. Deferred
Compensation Plan Rules for Post-2004 Deferrals dated as
of June 26, 2015.*

Incorporated by reference to Exhibit 10-10 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended June 28, 2015.

Amendment No. 6 to the TEGNA Inc. Deferred
Compensation Plan Rues for Post-2004 Deferrals dated as
of December 8, 2015.*

Incorporated by reference to Exhibit 10-4-7 to TEGNA
Inc.’s Form 10-K for the fiscal year ended December 31,
2015.

Amendment No. 7 to the TEGNA Inc. Deferred
Compensation Plan Rules for Post-2004 Deferrals, dated
as of May 3, 2017.*

Incorporated by reference to Exhibit 10-11 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended June 30, 2017.

Amendment No. 8 to the TEGNA Inc. Deferred
Compensation Plan Rules for Post-2004 Deferrals, dated
as of November 7, 2017.*

Incorporated by reference to Exhibit 10-4-9 to TEGNA
Inc.’s Form 10-K for the fiscal year ended December 31,
2017.

Amendment No. 9 to the TEGNA Inc. Deferred
Compensation Plan Rules for Post-2004 Deferrals, dated
as of April 26, 2018.*

Incorporated by reference to Exhibit 10-4 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended June 30, 2018.

Amendment No. 10 to the TEGNA Inc. Deferred
Compensation Plan Rules for Post-2004 Deferrals, dated
as of November 16, 2018.*

Incorporated by reference to Exhibit 10-4-11 to TEGNA
Inc.’s Form 10-K for the fiscal year ended December 31,
2018.

Amendment to the TEGNA Inc. Deferred Compensation
Plan Restatement Rules for Pre-2005 Deferrals dated as of
June 26, 2015.*

Incorporated by reference to Exhibit 10-9 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended June 28, 2015.

Amendment No. 2 to the TEGNA Inc. Deferred
Compensation Plan Restatement Rules for Pre-2005
Deferrals, dated as of May 3, 2017.*

Amendment No. 3 to the TEGNA Inc. Deferred
Compensation Plan Restatement Rules for Pre-2005
Deferrals, dated as of April 26, 2018.*

Incorporated by reference to Exhibit 10-12 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended June 30, 2017.

Incorporated by reference to Exhibit 10-3 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended June 30 2018.

Amendment No. 4 to the TEGNA Inc. Deferred
Compensation Plan Restatement Rules for Pre-2005
Deferrals, dated as of November 16 , 2018.*

Incorporated by reference to Exhibit 10-5-3 to TEGNA
Inc.’s Form 10-K for the fiscal year ended December 31,
2018.

10-6

TEGNA Inc. Transitional Compensation Plan Restatement.*

Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended September 30,
2007.

Exhibit Number

Exhibit

Location

10-6-1

10-6-2

10-6-3

10-6-4

10-7

10-7-1

10-7-2

10-7-3

10-7-4

10-7-5

10-8

10-9

Amendment No. 1 to TEGNA Inc. Transitional
Compensation Plan Restatement dated as of May 4,
2010.*

Incorporated by reference to Exhibit 10-3 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended March 28, 2010.

Amendment No. 2 to TEGNA Inc. Transitional
Compensation Plan Restatement dated as of December
22, 2010.*

Incorporated by reference to Exhibit 10-5-2 to TEGNA
Inc.’s Form 10-K for the fiscal year ended December 26,
2010.

Amendment No. 3 to TEGNA Inc. Transitional
Compensation Plan Restatement dated as of June 26,
2015.*

Notice to Transitional Compensation Plan Restatement
Participants.*

Incorporated by reference to Exhibit 10-11 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended June 28, 2015.

Incorporated by reference to Exhibit 10-6-4 to TEGNA
Inc.’s Form 10-K for the fiscal year ended December 31,
2015.

TEGNA Inc. 2001 Omnibus Incentive Compensation Plan,
as amended and restated as of May 4, 2010.*

Incorporated by reference to Exhibit 10-2 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended March 28, 2010.

Amendment No. 1 to the TEGNA Inc. 2001 Omnibus
Incentive Compensation Plan (Amended and Restated as
of May 4, 2010).*

Amendment No. 2 to the TEGNA Inc. 2001 Omnibus
Incentive Compensation Plan (Amended and Restated as
of May 4, 2010) dated as of June 26, 2015.*

Amendment No. 3 to the TEGNA Inc. 2001 Omnibus
Incentive Compensation Plan (Amended and Restated as
of May 4, 2010) dated as of February 23, 2016.*

Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s
Form 8-K filed on February 25, 2015.

Incorporated by reference to Exhibit 10-12 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended June 28, 2015.

Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s
Form 8-K filed on February 26, 2016.

Amendment No. 4 to the TEGNA Inc. 2001 Omnibus
Incentive Compensation Plan (Amended and Restated as
of May 4, 2010) effective as of November 1, 2016.*

Incorporated by reference to Exhibit 10-7-4 to TEGNA
Inc.’s Form 10-K for the fiscal year ended December 30,
2016.

Amendment No. 5 to the TEGNA Inc. 2001 Omnibus
Incentive Compensation Plan (Amended and Restated as
of May 4, 2010), dated as of May 3, 2017.*

Form of Director Stock Option Award Agreement.*

Incorporated by reference to Exhibit 10-10 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended June 30, 2017.

Incorporated by reference to Exhibit 10-7-3 to TEGNA
Inc.’s Form 10-K for the fiscal year ended December 30,
2007.

Form of Director Restricted Stock Unit Award Agreement.*

Incorporated by reference to Exhibit 10-5 to TEGNA Inc.’s
Form 10-Q for the fiscal quarter ended June 30, 2018.

10-9-1

Form of Director Restricted Stock Unit Award Agreement.*

Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s
Form 10-Q or the fiscal quarter ended June 30, 2019.

10-10

10-10-1

10-10-2

10-10-3

10-10-4

10-11

10-11-1

10-11-2