Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
10-K/A
(Amendment No. 1)
(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, 2021
☐
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
16-0442930
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
identification No.)
8350 Broad Street,
Suite 2000, Tysons, VirginiaTysons,Virginia
22102-5151
(Address of principal executive offices)
(Zip Code)
(703)
873-6600
873-6600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Trading
Symbol
Name of each exchange
on which registered
Common Stock, par value $1.00 per share
TGNA
TGNA
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  ☒    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  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Yes  ☒    No   ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§
(§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  ☒    No  ¨☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule
12b-2
of the Exchange Act:
Large Accelerated Filer☒Accelerated filer¨☐
Non-accelerated filer¨☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Act).     Yes  ☐    No  ☒
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, 2021, was $4,119,610,543. The registrant has no
non-voting
common equity. As of February 18, 2022, 221,543,635 shares of the registrant’s Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Information pertaining to Part III of this Form 10-K is incorporated by reference to our 2022 definitive proxy statement or, if not filed within 120 days of December 31, 2021, as an amended report on Form 10-K/A filed in the same time period.


INDEX TO TEGNA INC.
Dec. 31, 2021 FORM 10-K
Item No. Page
Part I
1.
3
1A.
18
1B.
24
2.
24
3.
24
4.
24
Part II
5.
24
6.
25
7.
26
7A.
42
8.
43
9.
75
9A.
75
9B.
75
9C.
75
Part III
10.
76
11.
76
12.
76
13.
76
14.
76
Part IV
15.
77
16.
87

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PART I

ITEM 1.BUSINESS

Our Business Overview

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

Merger Agreement

On February 22, 2022, TEGNA Inc. entered into an Agreement and Plan of Merger (the Merger Agreement) with Teton Parent Corp., a newly formed Delaware corporation (Parent), Teton Merger Corp., a newly formed Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and solely for purposes of certain provisions specified therein, other subsidiaries of Parent, certain affiliates of Standard General L.P., a Delaware limited partnership (Standard General) and CMG Media Corporation, a Delaware corporation (CMG) and certain of its subsidiaries. Parent, Merger Sub, the other subsidiaries of Parent, those affiliates of Standard General, CMG and those subsidiaries of CMG, are collectively, referred to as the “Parent Restructuring Entities.” The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into the Company (the Merger), with the Company continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent. See Part I, Item 1A, “Risk Factors” and Note 12— Subsequent Event of the Notes to Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report.

For additional information related to the Merger Agreement, please refer to the full text of the Merger Agreement, a copy of which was filed on February 22, 2022 as Exhibit 2.1 to our Current Report on Form 8-K.

COVID-19 Pandemic

Since early 2020, the world has been, and continues to be, impacted by the novel coronavirus (COVID-19) and its variants. The COVID-19 pandemic has brought unprecedented challenges including widespread economic and social change throughout the United States. At the same time, the past two years have demonstrated the strength and resiliency of our business and core strategy, and illustrated the meaningful role we play in keeping our local communities safe and informed. Throughout the pandemic TEGNA stations’ local news broadcasts have been a trusted and critical source of information for our communities. TEGNA stations reported essential information about the pandemic and its local impact, using experts to explain medical and scientific data to our audiences, in addition to providing the latest information about how to stay safe including local distribution plans for COVID-19 vaccines. TEGNA stations also were a trusted resource in helping viewers deal with the impacts of the pandemic, providing information on relief efforts and how to apply for government programs.

The impact of COVID-19 and the extent of its adverse impact on our financial and operating results will be dictated by the degree to which the pandemic continues to affect our advertising customers. This will depend on future pandemic-related developments including the severity of COVID-19 variants, disruptions to our customers’ supply chains and impacts to their advertising and marketing purchasing patterns; the effectiveness, distribution and acceptance of COVID-19 vaccines and booster shots, consumer confidence, and U.S. government actions to prevent and manage the virus spread, all of which are uncertain and cannot be predicted.

Our Operating Structure

We have one operating and reportable segment, which generated revenues of $3.0 billion in 2021. The primary sources of our revenues are: 1) subscription revenues, reflecting fees paid by satellite, cable, OTT (companies that deliver video content to consumers over the Internet) and telecommunications providers to carry our television signals on their systems; 2) advertising & marketing services (AMS) revenues, which include local and national non-political television advertising, digital marketing services (including Premion), and advertising on stations’ websites, tablet and mobile products and OTT apps; 3) political advertising revenues, which are driven by even-year election cycles at the local and national level (e.g. 2022, 2020, etc.) and particularly in the second half of those years; and 4) other services, such as production of programming, tower rentals and distribution of our local news content.

The 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
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the popularity or ratings of the station’s programming. Almost all national advertising is placed through our centralized internal national sales force, while local advertising time is sold by each station’s own local sales force.

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, weather, 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 recurring and highly profitable revenue streams, driven by the increasing concentration of our combined political and subscription revenue streams. As a result of the 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, and are expected to continue to do so on future rolling two-year cycles.
Combined Two Year Period
2020 - 20212019 - 2020
Advertising & Marketing Services44 %46 %
Subscription46 %}55%44 %}53%
Political9 %9 %
Other1 %1 %
Total revenues100 %100 %

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.

Our scale and strength in local content have contributed to our ability to grow our subscription revenue beyond traditional multichannel video programming distributors (MVPDs) into the growing OTT (i.e., streaming) space. Distributing our content via OTT platforms allows us to reach viewers who consume content online rather than (or in addition to) via traditional television platforms, enabling us to expand our subscription revenues and deliver advertising products to a broader viewing audience.

We have OTT distribution contracts with major network partners and streaming services such as Hulu, YouTube TV and DIRECTV Stream, permitting them to carry our stations’ content. 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.

Affiliation agreements. We are the largest independent owner of NBC affiliated stations and third largest independent owner of CBS affiliated stations (based on TV homes reached as reported by Nielsen, September 25, 2021). During 2020, we successfully executed multi-year renewal of our affiliation agreement with NBC (extended to early 2024). In 2019, we executed multi-year renewals with CBS (extended through late 2022), ABC (extended through 2023), and Fox (extended through mid 2022).

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. We continue to expand market share in our marketing services business through our sales transformation efforts, including innovations like our centralized 360-degree marketing services agency, and a well-trained, solutions-oriented salesforce. 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.

Local News. We are recognized for our journalistic excellence, innovation in reinventing local journalism in the digital age and for reporting that addresses racial injustice and/or inequality. In 2021, seven TEGNA stations won 10 National Edward R. Murrow Awards for excellence in broadcast journalism from the Radio Television Digital News Association. More than one-third of TEGNA’s 64 television stations were among recipients of 86 Regional Edward R. Murrow Awards, the most given to any local broadcast TV group. The regional award winners included four stations that received the highest honor for overall excellence. Seven stations won for excellence in innovation for advances that enhance the audience’s news understanding, and six received the newest honor for “outstanding advocacy journalism tackling the topic of diversity, racial injustice and/or inequality.”
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Innovative content offerings to our consumers. Our trusted, local content is the driver of our success across all distribution channels. 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, regardless of platform.

We produce the daily live, multi-platform syndicated news and entertainment program “Daily Blast LIVE” (or DBL) out of KUSA in Denver. Now in its fifth year, “Daily Blast LIVE” is carried in all TEGNA markets and in select non-TEGNA markets, together covering 48% of U.S. markets. “Daily Blast LIVE” is a true multi-platform play, broadcast across linear TV, digital and social media. The program broadcasts live 5 days a week, 50 weeks per year, and streams 4.5 hours of trending news each day on YouTube, Twitter, Twitch, DailyBlastLive.com, the DBL app and TEGNA’s stations apps on Roku and Fire TV.

We own and operate entertainment brands True Crime Network, Quest and Twist, which capitalize on the rapidly growing over-the-air (OTA) and OTT television platforms. In addition to 24/7 linear broadcasts on hundreds of broadcast stations nationwide, the True Crime Network and Quest streaming apps are available on Roku, Amazon Fire TV and Apple TV, as well as via mobile and tablet on iOS and Android devices, Chromecast, and on the web. Each streaming service offers hundreds of free, ad-supported, on-demand episodes of high-quality shows and generate millions of ad impressions per month, sold in part in partnership with our Premion business. We also operate VAULT Studios, which develops high-quality podcast and original television programs developed from our stations’ vast library of true crime and investigative content.

Engagement across all platforms. Through websites, mobile and OTT apps we extend our local brands reaching more than 90 million visitors per month. As the consumption of content on digital platforms increases, we have continued to make investments in developing new ways of connecting with local audiences and enhancing our digital capabilities. In 2021, this included initiatives focused on expanding our digital footprint across TEGNA-owned and third-party digital and OTT platforms; the continued development of new consumer products that enhance the viewer experience or generate revenue; and expanding our coverage of local sports through the acquisition of Locked On Podcast Network.

•Expanded digital footprint: In May, TEGNA expanded its fact-checking brand VERIFY to include a dedicated website at verifythis.com, social media channels and a daily email newsletter. All TEGNA station websites also now feature a prominent VERIFY section, and in 2021 TEGNA saw nearly 5 million visitors per month to VERIFY content across our owned and operated digital properties. Additionally, VERIFY-branded accounts now have more than 200,000 followers across social platforms and email.

•Developing and enhancing consumer products: In 2021, we rolled out OTT apps for Roku and Fire TV across all of our television stations, which offer streaming viewers free, ad-supported access to live news and the most recent news broadcasts, breaking news and weather forecasts, in addition to VERIFY fact-checking reports and our live entertainment program, Daily Blast LIVE. We also began distributing our streaming content through numerous third-party partners, including Amazon’s News App and Tubi. In addition to serving consumers on a fast-growing platform, we are also able to create incremental advertising inventory that can be monetized by Premion.

•Expanding our coverage of local sports: With our acquisition of Locked On Podcast Network, we feature daily podcasts for every team across the NFL, NBA, MLB and NHL, along with dozens of college teams. Locked On hosts are now routinely featured as guests in our newscasts, and more than 100 Locked On shows are now offered as video on our streaming apps and through YouTube. In 2021, Locked On had more than 115 million podcast downloads and video views, an increase of 48% vs 2020.

In late 2016, we launched Premion, the industry’s first local advertising solution for OTT streaming and connected TV (CTV) platforms. We provide local, regional and national brands with an effective, turnkey solution to run brand-safe and fraud-free streaming CTV advertising campaigns in all of 210 Designated Market Areas (DMAs) in the United States. With premium inventory from 125+ branded networks, advanced targeting, and outcomes-based measurement, Premion is a highly desirable and effective way for advertisers to reach a highly engaged streaming audience, and has enabled us to expand our revenue base and reach new markets. We have built our business on local as our competitive advantage: our large, local salesforce is leveraging relationships with local and regional advertisers to sell Premion inventory to deliver scale and measurable outcomes at the local level. In 2021, we expanded our measurement capabilities to deliver advanced vertical specific attribution for multiple industries, including verified car sales for automotive advertisers and destination intelligence for travel advertisers. Premion stayed on the forefront of innovation and won four industry awards in 2021: the Tech Leadership Award for Best OTT and Streaming Technology, and the Cynopsis Model D Awards for Best Audience-Based Buying Platform, Outstanding Brand Safety Strategy and Best Direct to Consumer Campaign. Premion continues to deliver strong revenue which was up 40% in 2021 compared to 2020.

In 2020, we sold a minority ownership interest in Premion for $14.0 million to an affiliate of Gray Television (Gray). In connection with that transaction, Premion and Gray entered into a commercial arrangement under which Gray resells Premion services across all of Gray’s 113 television markets. Our TEGNA stations and Gray each have the right to independently sell Premion’s inventory in markets where we both operate a local television station. With this additional sales channel, our combined TEGNA, Gray and Premion direct sales force reaches OTT viewers in more than 78% of the U.S. households.
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Advertising initiatives. We have further diversified 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 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 offer cross-platform, closed-loop measurement across linear television and OTT to enable local advertisers to better understand the value and effectiveness of their local TV and OTT ad campaigns. These capabilities help advertisers measure outcomes and understand the excellent return on investment that local linear and OTT advertising provides.

•Dynamic Ad Insertion. During 2021, we made significant investments to build out our Dynamic Ad Insertion capabilities. Dynamic Ad Insertion enables our stations to better monetize linear television content that is distributed across various digital platforms, such as Roku, FireTV, Tubi, News On and other OTT platforms, as well as our mobile apps and websites. It provides us with data driven targeted advertising that is incremental to the traditional linear advertising.

•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 to employ paywalls on certain content streams, subject to the requirement to continue broadcasting at least one stream of free over-the-air video programming. Over the past two years we have entered into channel sharing agreements with other local broadcasters in market to facilitate transition to ATSC 3.0. As of December 31, 2021, we have 17 stations that are broadcasting their primary channels in ATSC 3.0.

Our Competition

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 the U.S., and a vast majority of Americans own devices that can access mobile broadband with numbers continuing to grow. Similarly, fixed, wired broadband to the home also covers a majority of the United States and is also growing.

With the rise of 5G and unlimited data plans, every screen or mobile phone is now capable of displaying video programming of the sort previously reserved to television. These video consumption patterns in the past were associated almost exclusively with younger consumers but have evolved over time to include older consumers. With the onset of ubiquitous high-speed Internet service has come 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, as the number of viewers who watch our content in each DMA has a direct impact on our ability to maximize our major revenue streams: subscription revenue, advertising marketing services revenue and political revenue. 

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 subscription revenue, 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. In addition, we compete for audience share from broadcast stations and cable networks
6

as well as companies providing/facilitating the delivery of video content via the Internet to computers, televisions, and other streaming and mobile devices (such as Amazon Prime, Apple TV+, Disney+, HBO Max, Hulu, Netflix, and others),

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 video streaming 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.

Our Regulatory Environment

Our television and radio stations are operated under the authority of the FCC, the Communications Act of 1934, as amended (Communications Act), and the rules and policies of the FCC (FCC regulations). As a result, our stations are subject to a variety of obligations, such as restrictions on the broadcast of material deemed “indecent” or “profane,” requirements to provide or pass through closed captioning for most programming, rules requiring the public disclosure of certain information about our stations’ operations, and the obligation to offer programming responsive to the needs and interests of our stations’ communities. The FCC may alter or add to these requirements, and any such changes may affect the performance of our business. Certain significant elements of the FCC’s current regulatory framework for broadcast television are described in further detail below.

Licensing. Television and radio broadcast licenses generally are granted for eight-year periods. 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 Restrictions. FCC regulations limit the concentration of broadcasting control and regulate network and local programming practices. The FCC is required by statute to review these rules and regulations every four years. In November 2017, the FCC adopted an order altering its regulations governing media ownership, generally making these regulations less restrictive. 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 order also made common ownership of two television stations in the same market permissible in more markets so long as at least one of the commonly owned stations is not among the top four rated stations in the market at the time of acquisition, and provided for case-by-case consideration of transactions that would result in new or continued common ownership of two top four rated stations in a market. The FCC’s November 2017 ownership order also eliminated a rule making certain television joint advertising sales agreements (JSAs) attributable in calculating compliance with the ownership limits. TEGNA is not currently party to any JSAs.

Various parties, including cable operators and other advocates for more stringent broadcast ownership restrictions, 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 reverting as of that date the FCC’s broadcast ownership rules to those in effect immediately prior to the November 2017 order. The U.S. Supreme Court on April 1, 2021, reversed the Third Circuit’s decision; as a result, the changes adopted in the November 2017 order were reinstated and currently are in effect. The FCC’s most recent periodic review of the local broadcast ownership rules, initiated in 2018, is ongoing.

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 64 television stations reach approximately 29.9% of U.S. television households when the UHF discount is applied and approximately 39.3% 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 television 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
7

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 invested in or otherwise coordinated with an online service called Locast, which asserted that it could 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 on July 31, 2019 by the Big Four television networks, among others, alleged that Locast’s service does not qualify for the claimed exemption and therefore constitutes copyright infringement. On August 31, 2021, the U.S. District Court for the Southern District of New York ruled in favor of the plaintiffs, and subsequently issued a permanent injunction against Locast’s operation. Locast since has permanently shut down as part of a settlement with the plaintiffs. If in the future 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, which could possibly 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 then 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. Stations in eighteen of our markets (including one station we acquired post-repack in 2020) were repacked to new channels. All of our repacked stations have completed their transitions to their 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. On October 7, 2020, the FCC announced that all final invoices and supporting documentation for reimbursement requests will be due no later than (1) October 8, 2021, for full power and Class A TV stations that transitioned in Phase 5 or earlier; (2) March 22, 2022, for full power and Class A TV stations that transitioned in Phase 6 or later; and (3) September 5, 2022, for all other entities entitled to seek repacking-related reimbursements (including low power television stations and television translator stations). By law, the repacking reimbursement program will end July 3, 2023, at which point any remaining unobligated funds will be returned to the U.S. Treasury.

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 (known as ATSC 1.0) 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. As of December 31, 2021, we are broadcasting the primary channels of KGW (Portland, OR), WTSP (Tampa, FL), KUSA (Denver, CO), KING (Seattle, WA), KONG (Everett, WA), WGRZ (Buffalo, NY), KXTV (Sacramento, CA), KPNX (Mesa, AZ), WCNC (Charlotte, NC), KTHV (Little Rock, AR), WXIA (Atlanta, GA), KSDK (St. Louis, MO), WTHR (Indianapolis, IN), WTIC (Hartford, CT), WCCT (Waterbury, CT), KHOU (Houston, TX) and WUSA (Washington, DC) in both ATSC 1.0 and ATSC 3.0 formats. In each case, in accordance with FCC rules, we have entered into channel sharing agreements with other local broadcasters in the market to facilitate this transition by hosting the applicable primary channel in either ATSC 1.0 or 3.0 format. We expect to continue rolling out the new standard in coordination with other broadcasters, taking into account relevant market dynamics and our overall capital planning. To the extent we roll ATSC 3.0 service out to our stations, there can be no guarantee that such service would earn sufficient additional revenues to offset the related expenditures.

Our 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.
8


Our 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. 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.

Our Human Capital

Our people play an important role in our success in today’s rapidly evolving media landscape. Our key human capital management objectives are to attract, retain and develop the highest caliber talent in our industry. Our human resources programs are designed to support these objectives by offering competitive pay, industry-leading benefits and development and growth opportunities. We strive to foster diversity, inclusion and innovation in our culture through our human resources, diversity and journalism programs and policies. As of December 31, 2021, we employed approximately 6,200 full-time and part-time people (including 108 corporate headquarters employees), all of whom were located in the United States.

Diversity, Equity and Inclusion – To strengthen accountability in diversity in the governance of the Company, in 2020 the Board adopted specific areas of oversight for each Board committee regarding how TEGNA approaches diversity:

•The Leadership Development & Compensation Committee is responsible for monitoring the Company’s performance in diversity, inclusion and equal employment opportunity, supporting our commitment to these principles and the continuation of our efforts to gain and maintain diversity among our employees and management.

•The Nominating & Governance Committee is responsible for overseeing the racial, ethnic and gender diversity of the Board.

•The Public Policy and Regulatory Committee reviews with management the Company’s approach to, and initiatives and support for, promoting racial and ethnic diversity in our news and other content, through inclusive journalism and racial and ethnic diversity in our editorial decision-making and leadership.

•The Audit Committee is responsible for monitoring the Company’s finance and asset management-related diversity and inclusion efforts, including our investment and purchasing involving minority-owned businesses.

Our commitment to building a more diverse, equitable and inclusive culture, continued in 2021 to progress ahead of schedule in achieving our publicly stated and quantifiable five-year Diversity, Equity and Inclusion (DE&I) goals. With the support of our Board of Directors, corporate management team and station management and input from our Diversity & Inclusion (D&I) Working Group of employees, we are on a path to reaching our objective of being as diverse as the various communities we serve.






















9

While we have more work to do, we are proud of our diverse workforce and inclusive culture and our aim to increase representation of Black, Indigenous and People of Color (BIPOC) by meeting these 2025 objectives.

2025 DiversityAuditor Firm ID: 238Auditor Name: PricewaterhouseCoopers LLPAuditor Location: Washington, District of Columbia
Table of Contents
EXPLANATORY NOTE
On March 1, 2022,
 TEGNA Inc. (“TEGNA,” the “Company,” “we,” “us,” or “our”) filed our Annual Report on Form
10-K
for the fiscal year ended December 31, 2021 (the “Original Form
10-K”).
The Original Form
10-K
omitted Part III, Items 10 (Directors, Executive Officers and Corporate Governance), 11 (Executive Compensation), 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), 13 (Certain Relationships and Related Transactions, and Director Independence) and 14 (Principal Accountant Fees and Services) in reliance on General Instruction G(3) to Form
10-K,
which provides that such information may be either incorporated by reference from the registrant’s definitive proxy statement or included in an amendment to Form
10-K,
in either case filed with the Securities and Exchange Commission (the “SEC”) not later than 120 days after the end of the fiscal year.
Our
definitive proxy statement for the 2022 annual meeting of stockholders will be filed later than the 120th day after the end of the last fiscal year. Accordingly, this Amendment No. 1 to Form
10-K
(this “Amendment”) is being filed solely to:
amend Part III, Items 10, 11, 12, 13 and 14 of the Original Form
10-K
to include the information required by such Items;
delete the reference on the cover of the Original Form
10-K
to the incorporation by reference of portions of our proxy statement into Part III of the Original Form
10-K;
and
file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof, pursuant to Rule
12b-15
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
This Amendment does not otherwise change or update any of the disclosures set forth in the Original Form
10-K
and does not otherwise reflect any events occurring after the filing of the Original Form
10-K.
Table of Contents
INDEX TO TEGNA INC.
Amendment No. 1 to Form
10-K
For the Year ended December 31, 2021
Item No.
     
Page
 
   
Part III
     
   
10.  Directors, Executive Officers and Corporate Governance   1 
   
11.  Executive Compensation   9 
   
12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   45 
   
13.  Certain Relationships and Related Transactions and Director Independence   47 
   
14.  Principal Accountant Fees and Services   48 
   
   Part IV     
   
15.  Exhibits and Financial Statement Schedules   49 
Table of Contents
PART III
10.
Directors, Executive Officers and Inclusions Goals and 2021 ProgressCorporate Governance
Board of Directors
The Board of Directors is currently composed of twelve directors.
Our directors are Gina L. Bianchini, Howard D. Elias, Stuart J. Epstein, Lidia Fonseca, Karen H. Grimes, David T. Lougee, Scott K. McCune, Henry W. McGee, Susan Ness, Bruce P. Nolop, Neal Shapiro and Melinda C. Witmer.
The principal occupation and business experience of each TEGNA director are described below.
Content Teams: Increase the diversity of our content teams (news, digital
Gina L. Bianchini
Founder and marketing employees) to reflect the aggregate BIPOC* diversity of the communities we serve, which is ~36%.CEO, Mighty Networks
Age:
49
Director since:
2018
Content Leadership: Increase BIPOC representation in content leadership roles by 50%.
TEGNA Committees:
•   Nominating and Governance
•   Public Policy and Regulation
Other Public Company Leadership: Increase BIPOC representation across all management roles within the organization by 50%.Directorships:
•   Empower Limited
Professional Experience:
Ms. Bianchini is Founder and Chief Executive Officer of Mighty Networks, a position she has held since September 2010. She served as Chief Executive Officer of Ning, Inc. from 2004 to March 2010 and
Co-founder
and President of Harmonic Networks from March 2000 to July 2003. Ms. Bianchini also served as a director of Scripps Networks Interactive, Inc. through 2018.
Qualifications and Strategy-Related Experience:
Expertise, vision and creativity in the rapidly evolving world of digital media
Deep knowledge of social media and community building technology platforms
Experience with oversight of acquisitions, equity investments, and investor relations
Significant digital and
start-up
experience
Howard D. Elias
Chair of TEGNA; Chief Customer Officer and President,
Services and Digital, Dell Technologies
Age:
64
Director since:
2008
* BIPOC = Black, Indigenous,
TEGNA Committees:
•   Executive (Chair)
•   Leadership Development and People of ColorCompensation

Professional Experience:
Mr. Elias was named the Chair of TEGNA in April 2018 and is President, Services and Digital, of Dell Technologies, a position he has held since September 2016. Prior to that, he served as President and Chief Operating Officer, EMC Global Enterprise Services from January 2013 to September 2016 and was President and Chief Operating Officer, EMC Information Infrastructure and Cloud Services from September 2009 to January 2013. From October 2015 through September 2016, Mr. Elias was also responsible for leading the development of EMC Corporation’s integration plans in connection with its transaction with Dell Inc. Previously, Mr. Elias served as President, EMC Global Services and Resource Management Software Group; Executive Vice President, EMC Corporation from September 2007 to September 2009; and Executive Vice President, Global Marketing and Corporate Development, at EMC Corporation from October 2003 to September 2007.
1
Table of Contents
Qualifications and Strategy-Related Experience:
Extensive operational, managerial, and leadership experience in cloud computing, supply chain management, marketing, corporate development and global customer support
Experience overseeing M&A, new business development and incubation, and integration of acquisitions
Comprehensive global business and management experience in information technology
CONTENT
TEAMS		CONTENT
LEADERSHIP		COMPANY
LEADERSHIP		ALL EMPLOYEES
2025
BIPOC Goals		Reflect markets
at ~36%		Increase by 50%Increase by 50%
On trackOn trackOn track
2021
BIPOC Progress
1/1/21 - 27%
12/31/21 - 30%
↑ 11% Increase
1/1/21 - 17%
12/31/21 - 20%
↑ 18% Increase
1/1/21 - 16%
12/31/21 - 18%
↑ 13% Increase
1/1/21 - 25%
12/31/21 - 27%
↑ 8% Increase
2021
Female Representation
1/1/21 - 46%
Stuart J. Epstein
12/31/21 - 46%
Chief Financial Officer, DAZN Group
Age:
59
Director since:
2018
1/1/21 - 45%
12/31/21 - 44%
1/1/21 - 41%
TEGNA Committees:
12/31/21 - 42%
•   Audit
1/1/21 - 47%
12/31/21 - 47%

ASIANBLACK OR
AFRICAN-
AMERICAN		HISPANIC
OR LATINO		WHITEOTHERN/A*
All Employees3.0%12.0%9.9%70.0%2.3%2.8%
* N/A - not available or not disclosed

To support our DE&I goals, we are actively seeking diverse talent through recruiting, investing in a multiyear Inclusive Journalism program, requiring unconscious and implicit bias training of all employees, gathering regular input from our 17-member D&I Working Group led by Chief Diversity Officer Grady Tripp, and championing LGBTQ equality. We are proud that in 2021 the Human Rights Campaign named TEGNA a best place to work for LGBTQ equality for the fifth consecutive year.

Here are the five pillars that support achieving our DE&I goals and notable progress we have made in 2021:

1.Talent Pipeline and Bench Strength: Increase partnerships with diverse professional organizations, historically black colleges and universities (HBCUs), Hispanic-serving institutions, and universities. Continue building on our existing internship, Producer-in-Residence, and other programs.

•Progress:In addition to our ongoing engagement and support of longstanding partners, we enhanced our relationships with such professional organizations as the T. Howard Foundation and Asian American Journalist Association. We expanded our connections with HBCUs at both the local station and the company-wide recruiting level. These relationships and a renewed focus across our company led to women and people of color comprising a majority of our participants in both our company internship program and Producer-in-Residence programs. Internally, our content leaders and talent development team enhanced our News Leadership Forum program that is tailored to emerging content leaders, of which more than half were employees of color and over two-thirds women.

2.Leadership Compensation Tied to Diversity and Inclusion Goals:Enhance our diversity and inclusion goals for key leaders in the organization.

•Progress: We delivered on our commitment to ensure that D&I goals are embedded meaningfully into both our annual performance management and our bonus processes for 2021. We also finalized our 2022 measures for key leaders.

10Professional Experience:
Mr. Epstein is Chief Financial Officer of DAZN Group, a position he has held since September 2018. Previously, he was Senior Advisor, Evolution Media, from October 2017 to January 2018. He served as

Co-Managing
3. Multi-Year Inclusive Journalism Program:DevelopmentPartner of Evolution Media from September 2015 to September 2017 and launch of customized, multi-year inclusive journalism program with expert external partners.

•Progress:Partnering with the Poynter Institute on our Inclusive Journalism program, we delivered training on unconscious bias, inclusive reporting, and leadership coaching to all 49 of our newsrooms. This training led to development of local action plans by our stations to increase our focus on accurately reflecting the entirety of the communities we serve. We also partnered with Horowitz Research to conduct an external audit of our digital, broadcast, and marketing content across all of our stations. We are fostering new ways for our newsrooms to engage and represent communities better. These include creation of Race and Culture positions and units, community days so journalists can develop relationships with underrepresented communities, external/community DE&I committees, and an employee-initiated recruiting video centered on inclusive culture.

4. Leverage Insights from Employee Feedback: Implement employee input to improve our action planning and accountability.

•Progress:Our company-wide D&I Working Group continues to provide valuable insights and contributions to our diversity and inclusion actions. The group’s focus has expanded to elevate issues, ideas, and opportunities across identities. Also, our local D&I teams at the station level continue to partner with local leaders to apply ideas that enhance inclusion at our stations. Input from these groups led to several actions, including development of an inclusive leadership interview matrix as well as establishment of local diverse interview panels, local mentoring networks, and inclusive hiring training for managers, among others.

5. Employee Training:Provide employees with ongoing resources and platforms to increase learning and discussion on D&I topics to support a culture of belonging.

•Progress:In 2021, we launched a company-wide DE&I Discovery Series that covered a different DE&I learning topic each month and sparked broad participation by station groups, with discussions often led by station leaders and local D&I groups. We also launched a partnership with the National Center for Civil and Human Rights to engage in a training series on implicit bias, microaggressions, and other DE&I topics for leaders and employees that we plan to train all employees on by mid-2022.

Serving Our People – In 2021, TEGNA was named among the Achievers 50 Most Engaged Workplaces, an annual award that recognizes top employers displaying leadership and innovation in engaging their workplaces.

TEGNA provides a range of training and development programs that center on content leadership training, leadership development, manager training, and inside-out sales training.

•Manager Training: We invest in the continual learning and development of our managers because our leaders’ effectiveness is critical to our long-term success. Our Manager Training Program is based on TEGNA’s critical leadership skills and provides managers a targeted and progressive curriculum. The curriculum delivers content for all levels of managers depending on their experience. This program begins by providing content on foundational policies and procedures, moves to content on how to lead effectively, and then concludes with content on how managers can foster a high-performing team. In 2021, we took the first steps by training all people leaders across the company on the critical leadership skills we’ve identified. These skills include intentional decision making; adaptive strategic thinker; change leader; talent developer; and results leader.

•Leadership Development: We also reimagined the curriculum and set expectations for outcomes for our Leadership Development Programs, including our Executive Leadership Program that develops current and future general manager and vice president talent, and our Leadership in Action Program that helps develop current and future director-level talent.

•News Leadership Forum: Eager to build a diverse talent pool of next-generation news leaders, in January we launched a unique eight-month-long News Leadership Forum training program of high-performing news managers. Approximately 50% of the initial 33 participants had been promoted by year-end. A larger group is expected to complete the program in May 2022.

•Producer-in-Residence Program: Launched in 2018, the Producer-in-Residence (PIR) program has grown to one of the largest entry-level producer development programs in the industry. We  search for PIR participants at major journalism schools as well as regional universities and colleges, including several historically Black institutions. The program includes a producer boot camp followed by two years of training at one of our local stations. The program has attained an approximately 80% promotion rate to a regular producer role after that period.

•Inside Out Sales Training: Within our Inside Out training, besides preparing new sellers, we provide a Managers Master Class that develops leaders of our Inside Out sales process in coaching and recruiting to foster diversity of ideas and talent. We also began an online Manager Talent Assessment and Sales Assessment resource for the sales organization that in the hiring process enables managers to be more inclusive when recruiting. We also enhanced and added more on-demand and go-to-market training resources to help sellers succeed.

In 2021, we also designed, developed, and executed two performance management training courses on giving and receiving feedback and developing S.M.A.R.T. (specific, measurable, attainable, relevant, and time-based) performance goals that were
11

implemented during the 2021 Performance Management process at year-end. Further, we hired a learning and development business partner to help with development and application of our Manager and Leadership Development programs into 2022 and beyond.

Championing LGBTQ Equality - For the fifth consecutive year, TEGNA was named a Best Place to Work for LGBTQ Equality by the Human Rights Campaign’s Corporate Equality Index. The 2021 Corporate Equality Index evaluated LGBTQ-related policies and practices including non-discrimination workplace protections, domestic partner benefits, transgender-inclusive health care benefits, competency programs, and public engagement with the LGBTQ community. We received the highest marks in all categories, resulting in a perfect score of 100.

Employee Well-Being – Maintaining the health and well-being of our employees and their families is a top priority for our company.

In 2022, several new benefits approved in 2021 take effect:

•Family planning support: Expanded adoption reimbursement to $10,000 from $2,500 and introduced surrogacy reimbursement benefit of $10,000 to support the path to parenthood and cover family planning goals.

•Enhanced eyewear benefit: Added EyeMed’s Freedom Pass Plus coverage that allows the purchase of frames at LensCrafters or Target Optical at no out-of-pocket cost, even if it exceeds the plan’s frame allowance (some exclusions apply).

•Coverage for a group of jaw joint and muscle disorders: commonly referred to as Temporomandibular Joint (TMJ), these conditions cause pain and dysfunction in jaw joint and muscles that control jaw movement. These disorders are now covered by our insurance provider as a major service, providing for mouth guard coverage once every five years.

•New critical illness and accident insurance provider that provides enhanced coverage at a lower rate than the previous provider.

•For those treated for cancer or another diagnosis that causes hair loss, the reimbursement level for wigs increased to $1,000 from $500. 

TEGNA provides a company-matching 401(k) Savings Plan for future financial security; work/life balance benefits through TEGNA-sponsored membership to Care@Work. We also provide other additional and optional benefits including, among others, life and disability insurance plus supplemental insurance options, virtual 24/7 telehealth access, paid time off and nine company holidays, active duty leave, caregiver leave, employee discounts, a volunteerism program, two-for-one matching gifts, and student loan refinancing and tuition reimbursement.

Employee Support During COVID-19 – Now entering the third year of the COVID-19 pandemic, employee health and safety remains a top priority for us. Our COVID-19 Task Force continues to track the case numbers in our markets, remained informed on the latest CDC guidelines, and provided practical and proactive guidance that prioritized employee health and safety while sustaining business operations. We maintained a COVID-19 handbook and employee site to share updated safety protocols including mask guidelines, building safety recommendations, mental health resources and a communications toolkit.  

Our leadership team held meetings throughout the year with colleagues from across the company to share updated health and safety guidelines, respond to questions raised by employees, and ensure stations had the resources and support to maintain business operations.  All stations and facilities completed a COVID-19 safety scorecard identifying physical changes to their buildings that would help keep employees safe and healthy. They worked with their heads of technology to prepare their buildings for employees to return safely, including updated floor plans and workspaces that allow for social distancing, signage and touchless restroom fixtures. Stations and buildings also were provided with safety supplies, including KN95 and N95 masks and deep cleaning and sanitizing materials, so they could properly maintain clean and sanitized workspaces.  

In addition to their physical health, our employees’ mental health has been a top priority. Throughout the year, we hosted mental health webinars in partnership with our employee assistance program provider. They included a webinar for employees entitled “Returning to the Office to Prepare and Adapt to the New Normal,” and, for managers, “Through the Looking Glass – Thriving in the New Normal.” 

We updated our mask guidelines to reflect the CDC’s latest interim recommendations for areas with varying transmission rates. Using the CDC’s county view tool to determine their local community transmission rate, our facilities in counties identified as having substantial or high transmission could let fully vaccinated employees take their masks off while at their desks but wear their masks when walking around the building, meeting in conference rooms or having a conversation with other employees. We established that facilities within a moderate-to-low transmission rate for at least 14 business days could allow fully vaccinated employees to remove their masks while in the building. Employees not fully vaccinated continued to wear a mask at all times when in the building and to social distance. 

To create the safest workplace for all employees, we requested that employees confirm their vaccination status by the end of August if they would like to continue our health and mask guidelines for fully vaccinated employees. Finding nearly nine of 10 employees were already fully vaccinated at that time, TEGNA implemented a proof of vaccine policy for all employees that went into effect in mid-November. We also had a process to review medical and religious exemptions. As a result, 95%+ of all employees have provided proof of vaccination.
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Compensation and Benefits Programs – Our compensation and benefits are structured to attract the most talented people and incentivize performance based on the short and long-term strategic goals of our company. Our compensation packages include competitive base salaries, which include options for medical, dental and vision insurance, company holidays and paid time off, and parental leave. We encourage employees to invest for their future by offering a 401(k) plan that includes a company match up to four percent of salary and is fully vested from the day employees begin participating.

Labor Union Representation - Approximately 9% of our employees are represented by labor unions. They are represented by 27 local bargaining units, most of which are affiliated with one of four 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.

Information About our Executive Officers - Our executive officers as of March 1, 2022 are listed below, with their ages on that date, positions and offices currently held, and principal occupation and business experience during at least the last five years. All officers serve at the discretion of the Board of Directors.

David T. Lougee - President and Chief Executive Officer (June 2017-present); TEGNA director (2017-present). Formerly: President, TEGNA Media (July 2007-June 2017). Age 63.

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 61.

Victoria D. Harker - Executive Vice President and Chief Financial Officer (June 2015-present). Age 57.of NBCUniversal from September 2011 to April 2014. Prior to that, Mr. Epstein held various senior positions during his 23 years at Morgan Stanley, including Managing Director and Global Head of the Media & Communications Group within the investment banking division.

Qualifications and Strategy-Related Experience:
Akin S. Harrison -
Extensive knowledge of media, technology and capital markets
Deep transactional experience with complex deals involving a range of constituencies
Experience in overseeing local broadcast television stations
Significant expertise in overseeing strategic business initiatives
Lidia Fonseca
EVP and Chief Digital and Technology Officer, Pfizer Inc.
Age:
53
Director since:
2014
TEGNA Committees:
•   Audit
•   Leadership Development and Compensation
Professional Experience:
Ms. Fonseca is Executive Vice President and Chief Digital and Technology Officer of Pfizer Inc., a position she has held since January 2019. Prior to that she served as Chief Information Officer and Senior Vice President of Quest Diagnostics from April 2014 to December 2018. Previously, Ms. Fonseca served as Chief Information Officer and General Counsel (July 2021 - present). Formerly: Senior Vice President General Counselof Laboratory Corporation of America (LabCorp) from 2008 to 2013. She was named a Healthcare Transformer by Medical, Marketing & Media in 2019 and Secretary (January 2019 -in 2017 she received the Forbes CIO Innovation Award recognizing CIOs who lead revenue enhancing innovation efforts.
Qualifications and Strategy-Related Experience:
Significant expertise in overseeing strategic transformations
Experience leading information technology operations
Deep knowledge of data analytics, automation, supply chain management and information technology
Experience developing and implementing digital strategies across organizations
2
Table of Contents
Karen H. Grimes
Retired Partner, Senior Managing Director and Equity Portfolio Manager, Wellington Management Company
Age:
66
Director since:
2020
TEGNA Committees:
•   Audit
•   Nominating and Governance
Other Public Company Directorships:
•   Corteva
•   Toll Brothers, Inc.
Professional Experience:
Ms. Grimes held the position of Senior Managing Director, Partner, and Equity Portfolio Manager at Wellington Management Company LLP, an investment management firm, from January 2008 through December 2018. Prior to joining Wellington Management Company in 1995, she held the position of Director of Research and Equity Analyst at Wilmington Trust Company, a financial investment and banking services firm, from 1988 to 1995. Before that, Ms. Grimes was a Portfolio Manager and Equity Analyst at First Atlanta Corporation from 1983 to 1986 and at Butcher and Singer from 1986 to 1988. Ms. Grimes is a member of the Financial Analysts Society of Philadelphia and holds the Chartered Financial Analyst designation.
Qualifications and Strategy-Related Experience:
Financial acumen, investment expertise and a returns-focused mindset, including in media and advertising
Extensive executive-level experience and leadership abilities
Deep understanding of financial accounting and internal financial controls
Significant risk management experience
Provides a valuable investor-oriented perspective
David T. Lougee
President and CEO, TEGNA Inc.
Age:
63
Director since:
2017
TEGNA Committees:
•   Executive
Professional Experience:
Mr. Lougee became President and Chief Executive Officer and a director of TEGNA in June 2021),2017. He previously served as the President of TEGNA Media from July 2007 to May 2017. Prior to joining TEGNA, he served as Executive Vice President, Media Operations for Belo Corp. from 2005 to 2007. Mr. Lougee also serves as a director of Broadcast Music, Inc. and the Broadcasters Foundation of America. Mr. Lougee previously served as chairman of the NBC Affiliates Board. He also is the former joint board chairman of the National Association of Broadcasters (NAB) and past chair of the Television Bureau of Advertising (TVB) Board of Directors.
Qualifications and Strategy-Related Experience:
Extensive expertise in management and operations
Experience in oversight of strategic acquisitions
Deep and intimate knowledge of the media industry
25 years of experience in a variety of senior leadership roles
Scott K. McCune
Founder, MS&E Ventures; Former VP, Global Media and Integrated Marketing, The Coca Cola Company
Age:
65
Director since:
2008
TEGNA Committees:
•   Audit
•   Executive
•   Leadership Development and Compensation (Chair)
Professional Experience:
Mr. McCune is the Founder of MS&E Ventures, a firm focused on creating new business value for brands through media, sports and entertainment. Prior to his retirement in March 2014, Mr. McCune spent 20 years at The Coca-Cola Company serving in a variety of roles, including Vice President, Global Partnerships & Experiential Marketing from 2011-2014, Vice President Global Media and Integrated Marketing from 2005-2011, and Vice President, Global Media, Sports & Entertainment Marketing and Licensing from 1994-2004. He also spent 10 years at Anheuser-Busch Inc. where he held a variety of positions in marketing and media. Mr. McCune also serves as a director of First Tee of Atlanta and the College Football Hall of Fame.
Qualifications and Strategy-Related Experience:
Significant experience as a marketing executive, with an outstanding record of creating value, developing people and building organizational capabilities
Deep knowledge of multiple aspects of marketing, including integrated marketing media, advertising, digital, licensing, sports & entertainment and experiential
Experience building global brands, leading and inspiring diverse organizations, planning and executing complex operations innovating new approaches to business, driving productivity and managing P&L
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Henry W. McGee
Senior Lecturer, Harvard Business School
Age:
69
Director since:
2015
TEGNA Committees:
•   Executive
•   Nominating and Governance (Chair)
•   Public Policy and Regulation
Other Public Company Directorships:
•   AmerisourceBergen Corporation
Professional Experience:
Mr. McGee has been a Senior Lecturer at Harvard Business School since July 2013. Previously, he served as a consultant to HBO Home Entertainment from April 2013 to August 2013 after serving as President of HBO Home Entertainment from 1995 until his retirement in March 2013. Mr. McGee held the position of Senior Vice President, Associate General CounselProgramming, HBO Video, from 1988 to 1995 and Secretary (Juneprior to that, Mr. McGee served in leadership positions in various divisions of HBO. Mr. McGee also serves as a director of the Pew Research Center and The Black Filmmaker Foundation. He is also a former President of the Alvin Ailey Dance Theater Foundation and the Film Society of Lincoln Center. He was recognized by Savoy Magazine in 2016 and 2017 - December 2018),as one of the Most Influential Black Corporate Directors and in 2018 the National Association of Corporate Directors named Mr. McGee to the Directorship 100 as one of the country’s most influential boardroom members.
Qualifications and Strategy-Related Experience:
Significant business, leadership and management experience in media industry
Expertise in new business planning, operations, marketing and wholesale distribution
Deep understanding of the use of technology in and all aspects of wholesale distribution and international market
Extensive knowledge of leadership, corporate governance and corporate accountability
Susan Ness
Principal, Susan Ness Strategies; Former FCC Commissioner
Age:
73
Director since:
2011
TEGNA Committees:
•   Executive
•   Nominating and Governance
•   Public Policy and Regulation (Chair)
Professional Experience:
Ms. Ness is a principal of Susan Ness Strategies, a communications policy consulting firm, which she founded in 2002. She is also a Distinguished Fellow at The German Marshall Fund of the United States and at the Annenberg Public Policy Center of the University of Pennsylvania, positions she has held since 2018. She served as a commissioner of the Federal Communications Commission from 1994 to 2001. From 2005 to 2007, she was the founding president and CEO of GreenStone Media, LLC, which produced talk programming targeting female audiences. Previously, Ms. Ness held positions of increasing responsibility at American Security Bank, which she left in 1992 as a Corporate Vice President Associate General Counsel& Group Head with a broadcast and Secretary (July 2015 - June 2017)media portfolio. She has served on the Board of Vital Voices Global Partnership since 2011 (Audit Committee Chair from 2017 – present), and from 2011 to 2014 she served on the J. William Fulbright Foreign Scholarship Board (elected Vice Chair in 2012 and 2013). Age 49.Ms. Ness previously served on the board of LCC International, Inc. from 2001 to 2008, and on the board of Adelphia Communications Corp. from 2003 to 2007, post-bankruptcy filing.

Qualifications and Strategy-Related Experience:
Our Corporate Responsibility
Deep knowledge of industry-specific matters including broadcast and Sustainabilityspectrum management

Our enduring purpose to serve the greater good of our communities guides us,
Extensive experience and our values – inclusion, integrity, innovation, impactexpertise in global and results – propel our stationsdomestic communications and employees to be forces for positive changemedia policy
Deep regulatory expertise, particularly in the communitiescommunications sector
Experience facilitating the deployment of new communications technologies and advising communications companies
Senior lender to broadcast companies
Bruce P. Nolop
Retired CFO, E*Trade Financial Corporation
Age:
71
Director since:
2015
TEGNA Committees:
•   Audit (Chair)
•   Executive
Other Public Company Directorships:
•   Marsh & McLennan Companies, Inc.
Professional Experience:
Mr. Nolop retired in 2011 from E*Trade Financial Corporation, where we livehe served as Executive Vice President and work. In 2021, our purpose-driven commitmentsChief Financial Officer from September 2008 through 2010. Mr. Nolop was Executive Vice President and Chief Financial Officer of Pitney Bowes Inc. from 2000 to 2008 and Managing Director of Wasserstein Perella & Co. from 1993 to 2000. Previously, he held positions with Goldman, Sachs & Co., Kimberly-Clark Corporation and Morgan Stanley & Co. Mr. Nolop also served as a director of On Deck Capital, Inc. through October 2020.
Qualifications and Strategy-Related Experience:
Experience in financial, marketing and shared services operations, expense management, and recapitalizations
Deep understanding of financial accounting, corporate finance, and internal financial controls
Experience in strategic transactions and restructurings
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Neal Shapiro
President and CEO, The WNET Group
Age:
64
Director since:
2007
TEGNA Committees:
•   Nominating and Governance
•   Public Policy and Regulation
Professional Experience:
Mr. Shapiro is President and CEO of the environment, societypublic television company WNET which operates three public television stations in the largest market in the country: Thirteen/WNET, WLIW and governance (ESG) enabled usNJTV. He is an award-winning producer and media executive with a
35-year
career spanning print, broadcast, cable and online media. Before joining WNET in February 2007, Mr. Shapiro served in various executive capacities with the National Broadcasting Company beginning in 1993 and was president of NBC News from May 2001 to make measurable progressSeptember 2005. During his career, Mr. Shapiro has won numerous journalism awards, including 32 Emmys, 31 Edward R. Murrow Awards and 3 Columbia DuPont awards. He also serves on the Board of Trustees at Tufts University. Mr. Shapiro also serves as a director of the Institute for
Non-profit
News.
Qualifications and Strategy-Related Experience:
Strong broadcast industry experience
Expertise in DE&I,overseeing operations and strategy of news networks
Expertise in news production and reporting, journalism and First Amendment issues
Deep experience in programming and content sharing
Melinda C. Witmer
Founder and CEO, Foiye Inc.; Former Executive Vice President, Chief Video & Content Officer, Time Warner Cable
Age:
60
Director since:
2017
TEGNA Committees:
•   Leadership Development and Compensation
•   Public Policy and Regulation
Experience:
Ms. Witmer is the Founder and CEO of Foiye Inc., a new social entertainment platform for real estate and home enthusiasts operating as
foiye.com
, a position she has held since May 2021. Foiye is the successor to complete our first-ever greenhouse gas emissions inventory,Look Left Media, a startup company Ms. Witmer founded in March 2018 that was focused on the development of new real estate technology and media products. From January 2012 until May 2016, Ms. Witmer served as Executive Vice President, Chief Video & Content Officer of Time Warner Cable and Chief Operating Officer of Time Warner Cable Networks, which followed a five-year period starting in January 2007 as Time Warner Cable’s Executive Vice President and Chief Programming Officer. Prior to invest furtherjoining Time Warner Cable in our people2001, Ms. Witmer was Vice President and communities. Our ESG practices help to strengthen ourSenior Counsel at Home Box Office, Inc.
Qualifications and Strategy-Related Experience:
Significant experience in the industry including media operations, telecommunications programming and content
Expert in the negotiation of content distribution agreements, including retransmission consent agreements with local broadcaster groups
Deep understanding of the changing media landscape
Experience in capitalizing on market opportunities, new technologies and emerging platforms in the media space, including innovative consumer experiences
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Committees of the Board of Directors
The Board of Directors conducts its business while protectingthrough meetings of the Board and enhancing our long-term value to our shareholdersits four standing committees: the Audit Committee, Leadership Development and stakeholders. Our Board’sCompensation Committee, Nominating and Governance Committee and Public Policy and Regulation Committee. The Board also has an Executive Committee (not shown on the chart below) made up of the Board Chair, the CEO and each of the Board committee chairs, that may exercise the authority of the Board between meetings, as required. The chart below shows the current membership and chairperson of each of the standing Board committees and the number of committee meetings held during 2021. Each member of the Audit, Leadership Development and Compensation, Nominating and Governance, and Public Policy and Regulation Committee overseesmeets the applicable independence requirements of the SEC and guides our ESGNYSE for service on the Board and each committee on which she or he serves.
Audit Committee
The Audit Committee assists the Board of Directors in its oversight of financial reporting practices and initiatives,the quality and itintegrity of the financial reports of the Company, including compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of the Company’s internal audit function. The Audit Committee appoints and is responsible for setting the compensation of the Company’s independent registered public accounting firm. The Audit Committee reviews the Company’s independent registered public accounting firm’s qualification, performance and reportsindependence on thesean annual basis.
The Audit Committee also provides oversight of the Company’s internal audit function and oversees the adequacy and effectiveness of the Company’s accounting and financial controls and the guidelines and policies that govern the process by which the Company undertakes financial, accounting and audit risk assessment and risk management. In connection with the Ethics Policy, the Audit Committee has established procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting controls or auditing matters and the confidential, anonymous submission by employees of the Company of any accounting or auditing concerns. In addition, the Committee monitors the Company’s finance- and investment-related diversity and inclusion efforts, periodicallyincluding the Company’s investment, procurement and purchasing involving minority-owned businesses.
The Audit Committee members are not professional accountants or auditors, and their role is not intended to duplicate or certify the Board. Discussing our ESG strategyactivities of management and practices openlythe independent registered public accounting firm, nor can the Committee certify that the independent registered public accounting firm is “independent” under applicable rules.
The Board has determined that each of Bruce P. Nolop, Stuart J. Epstein and Karen H. Grimes is an important part of our commitment to continually evolve our program.    

Environmental Commitment – We are focused on being responsible stewards of our resources, recognizing the necessity for real progress on our planet’s environmentalaudit committee financial expert, as that term is defined under SEC rules, and sustainability challenges. We have enhanced our oversight, programs, reporting and accountability to further our commitment to minimize our carbon footprint and protect and preserve the environment.

Our stations continue to bring focus on environmental and sustainability issues across the country and the globe. They regularly report on environmental climate and sustainability issues that impact their communities and, increasingly, they are generating stories about the impacts of climate change and solutions to those effects. With significant air quality issues across the United States and record drought and wildfires throughout the West, eight of TEGNA western stations launched a series of 16 stories, entitled Scorched Earth, that investigated how drought, fire and smoke create significant health issues for humans and wildlife. They also presented the impact of new methods for fighting wildfires and new ways to ensure clean air. WUSA in Washington, D.C. closely tracked a lawsuit against the Environmental Protection Agency and showed how the agency isn’t enforcing agreed-upon standards for a multistate clean water pact to ensure the Chesapeake Bay’s health. News Center Maine did a special on climate changeis independent, as defined in the state and explored how coastal towns adapt to rising sea levels. WFAA in Dallas produced a series that coincided with November’s United Nations Summit on Climate Change in Scotland and verified or debunked eachNYSE listing rules.
Executive Committee
The Executive Committee may exercise the authority of the top 10 claims about the climate.

In 2021, we completed a greenhouse gas (GHG) emissions inventory across our scope 1 and 2 direct operations and a relevant assessment and inventory of our indirect value chain scope 3 emissions. We are conducting a qualitative assessment of our risks from the physical impacts of climate change,Board between Board meetings, except as well as the risks and opportunities from a transition to a low-carbon economy, per guidance of the Task Force on Climate-related Financial Disclosures. We believe this assessment will improve and increase our reporting of climate-related financial information.

We have begun exploring the potential for setting a science-based target initiative (SBTi) target to reduce our contribution to global GHG emission levels. SBTi targets are the gold standard for achieving climate goals for businesses and cover greenhouse gas emission reductions, water and waste management, and energy efficiency across sites, including the use of renewable electricity.

We continued to focus on reducing business travellimited by using video conferencing technology across the company. We continue to apply thoughtful energy efficiency strategies, including upgrading stations’ studio lighting to LEDs; replacing in-
13

efficient HVAC systems, and replacing roofs with energy efficient materials. In addition, we will consider our suppliers’ ESG performance as a factor in procurement decisions.

To operate in an environmentally friendly way, our environmental policies include practices for the recycling and responsible disposal of technology products and equipment such as batteries and reducing the waste we generate at corporate offices and in production processes. We regard environmental responsiveness and resource conservation as an integral part of business management, and we support finding sound solutions to such environmental problems as any arise. Each employee is expected to work toward these goals and is encouraged to advise their supervisor promptly of any situation that may be in conflict with our environmental policy.

The TEGNA Foundation 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 our stations and include support for community sustainability efforts.

Social Impact – Exposing corruption and wrongdoing, holding elected officials and those in power accountable, giving a voice to the voiceless and telling empowering stories that impact our lives is at the heart of our purpose to serve the greater good. In 2021, our stations and news teams strove to be the most trusted sources of news in our communities and to be agents of beneficial change in the markets we serve. Our local journalists are empowered to seek out the stories that matter most to their audience and pursue investigations that expose wrongdoing while continuing to maintain the highest ethical standards.

In 2021, TEGNA stations received major journalism awards that underscore our innovative approach to content, impactful investigations and commitment to the communities we serve. We received a 2021 Walter Cronkite Award for Exceptional Reporting on Systemic Racism at KPNX in Phoenix for “The Work is Hard and Not Done: Being Black in the Valley.” KING in Seattle won a coveted Peabody Award for public service for its “Facing Race” series, and it also won a duPont-Columbia University Award, as did WFAA in Dallas. We received 86 Regional Edward R. Murrow Awards, including six for Excellence in Diversity, Equity, and Inclusion, and we were awarded 10 National Edward R. Murrow Awards, more than any other news organization, including for WWL in New Orleans’ “The Talk,” for Diversity, Equity, and Inclusion. The National Association of Black Journalists honored WUSA in Washington, D.C., and WVEC in Hampton, Va., with its Salute to Excellence Award, including two won by WUSA. Winning 2021 Gracie Awards from the Alliance for Women in Media Foundation were WBIR in Knoxville, WCNC in Charlotte, N.C., WKYC in Cleveland and WUSA in Washington, D.C.

Each year, our stations identify pressing needs in their communities and partner with local nonprofit organizations to help address these issues. In 2021, our stations helped raise more than $100 million in support of diverse local causes that address specific needs in communities. For example, in Dallas, the Communities Foundation of Texas’ annual 18-hour North Texas Giving Day raised $66 million from more than 283,000 donors with the assistance of WFAA in Dallas, which built awareness through public service announcements and other promotions.

Through the TEGNA Foundation, we work to improve lives in the communities we serve by contributing to a variety of local charitable causes via Community Grants.Delaware law. In 2021, the TEGNA Foundationfull board was able to review all items requiring Board oversight or approval and did not require the Executive Committee to act in partnership with local stations made 330 Community Grants totaling $1.85 million. Grants are distributed within the United Nations Sustainable Development Goal framework, with the majorityits stead.
6
Table of 2021 grants supporting three major categories: Good Health and Well-Being, Quality Education, and Zero Hunger. Through its other programs, the TEGNA Foundation invests in the future of the media industry through Media Grants, supports employee giving and volunteerism, and contributes to a variety of charitable causes.

Media Grants support training for the next generation of diverse journalists, education and development opportunities for journalists and other professionals in the media field, and protection of First Amendment freedoms. In 2021, we awarded $135,000 in Media Grants to 12 organizations, with the Poynter Institute for Media Studies receiving grants for two projects, including its Poynter Leadership Academy for Diversity in Digital Journalism and the Collective, a newspaper for and by people of color to provide strategies for getting the skills, connections, confidence, and voice needed to succeed in their newsrooms and produce the journalism that matters in their communities. Other Media Grants went to the American Bar Association Fund for Justice and Education to support the 2022 Moot Court competition; Asian American Journalists Association for its JCamp and Voices student programs; Carole Kneeland Project for Responsible Television Journalism to support boot camps, training, and online continuing education; and Investigative Reporters and Editors Inc. for two FOIA sessions and the Media Journalist Brown Bag lunch session at the 2021 annual conference.

Grants also went to the National Association of Black Journalists to support a professional development session at the 2021 annual conference and to co-brand the 2021 Black Male Media Project;  National Association of Hispanic Journalists for its 2021 Student Project; National Lesbian and Gay Journalists Association for its 2021 CONNECT: Student Journalism Training Project, a two-day virtual conference for LGBTQ student journalists; Native American Journalists Association to support its “Covering COVID-19 in Indian Country” webinar roundtable series; News Literacy Project for its Checkology Virtual Classroom Program that provides programs and resources for educators and the public; Online News Association to support student/new professional scholarships for the 2021 conference; and the Radio Television Digital News Foundation for the 2021 Student News Project.  

Our employees also give back to their local communities by volunteering for and donating to their favorite causes. In 2021, the TEGNA Foundation continued to match employee donations two-for-one to the nonprofits most meaningful to them. As a result, the Foundation approved more than 3,100  employee matching gifts, a new record. More than 1,700 nonprofits were reached through TEGNA employees’ giving. Their donations combined with TEGNA Foundation matches totaled more than $2.2 million. TEGNA supports employee participation in charitable causes, providing 10 hours of paid time off annually for volunteer work in addition to our employee matching gift program.

Contents
14
Leadership Development and Compensation Committee

Our stations are also a valued resource for communities when natural disasters strike. In addition to our news coverage that keeps our audience informed and safe during disasters, our stations tell inspirational stories of heroism and hope to help our communities pull together during times of crisis. Stations also help lead in fundraising when crises hit, as several did in 2021. When weather-related calamities that included a devastating fire in Colorado and deadly tornadoes in Kentucky, TEGNA stations quickly stepped in to help provide financial aid and support. In Colorado, KUSA in Denver helped drive more than $26 million in donations to the Boulder County Wildfire Fund after wildfires destroyed over 1,000 structures and KUSA anchor Kyle Clark’s Word of Thanks campaign raised more than $1 million. In Kentucky, a 90-minute virtual telethon in which six TEGNA stations participated, generated sizable Red Cross disaster-relief funds, including a $50,000 TEGNA Foundation grant. In the aftermath of a brutal and historic February 2021 storm in Texas that overwhelmed countless residents, 12 TEGNA stations led by KHOU in Houston and WFAA in Dallas promoted the Texas Cares Winter Storm Relief campaign that raised funds for United Ways of Texas. When Hurricane Ida hit Louisiana in late August 2021, leaving bayou communities hit especially hard, WWL launched a United Way Ida Relief Fund that raised $2.5 million in cash donations and $1 million of in-kind supplies.  

For the second consecutive year, we were named to The Civic 50 by Points of Light, the world’s largest organization dedicated to volunteer service. The Civic 50 recognized TEGNA as one of the 50 most community-minded companies in the United States. We also were honored in 2021 to receive an inaugural Greater Good Award from Digiday for the COVID-19 relief efforts our stations led in their local communities.

Corporate Governance - Our management and Board of Directors aim to create value for our shareholders through effective, ethical management of our company. Our Board of Directors has implemented strong corporate governance policies that align with best practices for publicly held companies and the evolving expectations of shareholders and institutional investors.

•Independent Board Oversight: We have an independent and diverse Board, led by an independent chairman. The Board maintains objective oversight as 11 out of TEGNA’s 12 Directors are independent, with CEO Dave Lougee serving as the only TEGNA employee on the Board. The separation of the roles of Chairman and CEO allows for effective, independent Board oversight and communication, while enabling the CEO to focus on executing the strategic plan and managing operations. The Board also conducts an annual performance evaluation to ensure the effectiveness of the Board and its committees, as well as the broader Board leadership structure.

•Active, Engaged Board:Our directors spend significant time engaged in strategy discussions in order to identify potential opportunities to create value for our shareholders. The Board also oversees risk management through regular discussions with senior leadership, considering risks in the context of our strategic plan and operations. Directors play a key role in TEGNA’s extensive shareholder engagement program, which actively seeks feedback from investors to gain a better perspective on our management and performance in key areas.

•Experience Aligned with Long-Term Strategy: Since 2017, TEGNA has undergone a Board refreshment process to ensure Directors’ expertise align with TEGNA’s strategic evolution. During this period, we added four independent Directors with deep expertise in media, technology, social/digital, and capital markets and transactional experience.

•Commitment to Diversity and Inclusion: Our Board and management are committed to ensuring our company reflects the diversity of the communities we serve. To strengthen accountability on diversity into the governance of our company, in 2020 TEGNA’s Board adopted specific areas of oversight for each Board committee regarding how we approach diversity:
◦The Leadership Development &and Compensation Committee is responsibledischarges the Board’s responsibilities relating to the compensation of the Company’s executives and has overall responsibility for monitoringthe Company’s compensation plans, principles and supporting ourprograms. The Committee also monitors the Company’s human resources practices, including its performance in diversity, inclusion and equal employment opportunity, and supports the Company’s commitment to diversity and inclusion and the continuation of ourthe Company’s successful efforts to gain and maintain diversity among ourits employees and management.

Under its charter, the Committee may, in its sole discretion, engage, retain and compensate any compensation consultant, independent legal counsel or other adviser it deems necessary. In selecting a consultant, counsel or adviser, the Committee evaluates its independence by considering the independence factors set forth in applicable SEC and NYSE rules and any other factors the Committee deems relevant to the adviser’s independence from management.
◦
The Committee retains Meridian Compensation Partners, LLC (Meridian) as its consultant to advise it on executive compensation matters. The Committee has determined that Meridian is an independent compensation consultant based on a review of the independence factors reviewed by the Committee.
Meridian participates in Committee meetings as requested by the chair of the Committee and communicates directly with the chair and other members of the Committee outside of meetings. Meridian specifically has provided the following services to the Committee:
Consulted on various compensation plans, policies and practices;
Participated in Committee executive sessions without management present;
Assisted in analyzing executive compensation practices and trends and other compensation-related matters;
Consulted with management and the Committee regarding market data used as a reference for pay decisions;
Consulted on the structure of the equity award program; and
Reviewed the CD&A and other compensation related disclosures contained in this report.
Nominating and Governance Committee
The Nominating &and Governance Committee is responsible for overseeingregularly monitors the composition of the Board to ensure that it has the necessary mix of skills and experience to support the Company’s strategic focus, including diversity of thought, age, experience and racial, ethnic, and gender diversity. The Committee is charged with identifying individuals qualified to become Board members, recommending to the Board candidates for election or
re-election
to the Board, and considering from time to time the Board committee structure and makeup. The Committee also monitors and takes a leadership role with respect to the Company’s corporate governance practices.
The Nominating and Governance Committee charter sets forth certain criteria for the Committee to consider in evaluating potential director nominees. In addition to evaluating a potential director’s independence, the Committee considers whether director candidates have relevant experience and skills to assure that the Board has the necessary breadth and depth to perform its oversight function effectively. The charter also encourages the Committee to work to maintain a board that reflects the diversity, in terms of gender, age, race, ethnicity and other self-identified diversity attributes of the Board.communities the Company serves, and to support that goal through appropriate board-level self-assessment, nomination and recruitment processes. The Committee evaluates potential candidates against these requirements and objectives. For those director candidates who appear upon first consideration to meet the Committee’s criteria, the Committee will engage in further research to evaluate their candidacy.

The Nominating and Governance Committee periodically retains search firms to assist in the identification of potential director nominee candidates based on criteria specified by the Committee and in evaluating and pursuing individual candidates at the direction of the Committee. The Committee will also consider timely written suggestions from shareholders.
◦
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The
By-laws
of the Company establish a mandatory retirement age of 73 for directors who have not been executives of the Company and 65 for directors who have served as executives, except that the Board of Directors may extend the retirement age beyond 65 for directors who are or have been the CEO of the Company. The Company’s Principles of Corporate Governance also provide that a director who retires from, or has a material change in responsibility or position with, the primary entity by which that director was employed at the time of his or her election to the Board of Directors shall offer to submit a letter of resignation to the Nominating and Governance Committee for its consideration. The Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken.
Public Policy and Regulation Committee
The Public Policy and RegulatoryRegulation Committee reviewsassists the Board in its oversight of risks relating to legal, regulatory, compliance, public policy and corporate social responsibility matters that may impact the Company’s operations, performance or reputation. The Committee’s duties and responsibilities include reviewing and providing guidance to the Board about legal, regulatory and compliance matters concerning media, antitrust and data privacy and monitoring legislative and regulatory trends and public policy developments that may affect the Company’s operations, strategy, performance or reputation. The Public Policy and Regulation Committee also is responsible for reviewing compliance with the Company’s Ethics Policy and assuring appropriate disclosure of any waiver of or change in the Ethics Policy for executive officers, and for reviewing the Ethics Policy on a regular basis and proposing or adopting additions or amendments to the Ethics Policy as appropriate. In addition, the Committee monitors the Company’s policies and programs relating to corporate social responsibility, sustainability, and
ESG-related
matters within its purview, and periodically discusses with management our approach to, andthe Company’s initiatives and support for promoting racial and ethnic diversity in ourits news and other content, through inclusive journalism and racial and ethnic diversity in our editorial decision-making and leadership.content.

Committee Charters
◦The written charters governing the Audit Committee, is responsiblethe Leadership Development and Compensation Committee, the Nominating and Governance Committee and the Public Policy and Regulation Committee, as well as the Company’s Principles of Corporate Governance, are posted on the Corporate Governance page of the Company’s website at
www.tegna.com
under the “Investors” menu. You may also obtain a copy of any of these documents without charge by writing to: TEGNA Inc., 8350 Broad Street, Suite 2000, Tysons, Virginia 22102, Attn: Secretary.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own more than 10% of a registered class of the Company’s equity securities to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Based solely on a review of reports filed with the SEC and written representations from certain reporting persons that no other reports were required, the Company believes that, during 2021, its directors, officers and 10% stockholders complied with all applicable Section 16(a) filing requirements applicable to such individuals, except that its reporting officers (Mr. Lougee, Victoria Harker, our EVP and Chief Financial Officer, Lynn Beall, our EVP and Chief Operating Officer - Media Operations, Akin S. Harrison, our SVP and General Counsel, and Clifton A. McClelland III, our SVP and Controller) and Ms. Witmer each filed a single Form 4 late due to administrative errors.
Ethics Policy
The Company has long maintained a code of conduct and ethics (the “Ethics Policy”) that sets forth the Company’s policies and expectations. The Ethics Policy, which applies to every Company director, officer and employee, addresses a number of topics, including conflicts of interest, relationships with others, corporate payments, the appearance of impropriety, disclosure policy, compliance with laws, corporate opportunities and the protection and proper use of the Company’s assets. The Ethics Policy meets the NYSE’s requirements for monitoring our financea code of business conduct and asset management-related diversity and inclusion efforts, including our investment and purchasing involving minority-owned businesses.

In additionethics as well as the SEC’s definition of a code of ethics applicable to the Company’s senior officers. Neither the Board of Directors nor any Board committee has ever granted a waiver of the Ethics Policy.
The Ethics Policy is available on the Corporate Governance page of the Company’s website at
www.tegna.com
under the “Investors” menu. You may also obtain a copy of the Ethics Policy without charge by writing to: TEGNA Inc., 8350 Broad Street, Suite 2000, Tysons, Virginia 22102, Attn: Secretary. Any additions or amendments to the Ethics Policy, and any waivers of the Ethics Policy for executive officers or directors, will be posted on the Corporate Governance page under the “Investors” menu of the Company’s website and similarly provided to you without charge upon written request to this address.
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The Company has a telephone hotline staffed by an independent third party for employees and others to submit their concerns regarding violations or suspected violations of the Company’s Ethics Policy or violations of law and for reporting any concerns regarding accounting or auditing matters on a confidential anonymous basis. Employees and others can report concerns by calling
1-800-695-1704
or by emailing or writing to the addresses provided in the Company’s Whistleblower Protection & Ethics Violations Reporting Policy found on the Corporate Governance page of the Company’s website at
www.tegna.com
under the “Investors” menu. Any concerns regarding accounting or auditing matters so reported will be communicated to the Company’s Audit Committee.
Corporate Governance
The Board and the Company have instituted strong corporate governance practices discussed above, other importantto ensure that the Company operates 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;
•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.include the following:

✓  All of our directors are elected annually.
✓  Eleven of the twelve TEGNA directors are independent.
✓  We have a robust shareholder engagement program pursuant to which our independent directors and senior management regularly engage with investors.
✓  We have an independent Board chair.
✓  We maintain an ongoing board refreshment process, which has resulted in our adding four independent directors since 2017 and the transition of the Board chair role during 2018.
✓  Our directors and senior executives are subject to stock ownership guidelines.
✓  We do not have a shareholder rights plan (poison pill) in place.
✓  We have a majority vote standard for uncontested director elections and a director resignation policy.
✓  Our Board has adopted a proxy access
by-law
provision.
✓  Mergers and other business combinations involving the Company generally may be approved by a simple majority vote.
Additional information regarding ourthe Company’s corporate governance practices is included in ourthe Company’s Principles of Corporate Governance posted on the Corporate Governance page under the “Investors” menu of ourthe Company’s website at www.tegna.com.
www.tegna.com
15

MARKETS WE SERVE
TELEVISION STATIONS AND AFFILIATED DIGITAL PLATFORM
State/District of ColumbiaCityStation/web site
Channel (1)/Network
Affiliation Agreement Expires in
Market TV
Households (2)
Founded
AlabamaHuntsville
WZDX(TV): rocketcitynow.com
Ch. 54/FOX2022428,030 1985
ArizonaFlagstaff
KNAZ-TV: 12news.com
Ch. 2/NBC20242,085,290 1970
Mesa
KPNX(TV): 12news.com
Ch. 12/NBC20242,085,290 1953
Tucson
KMSB(TV): tucsonnewsnow.com
Ch. 11/FOX2022457,790 1967
KTTU(TV): tucsonnewsnow.com
Ch. 18/MNTV2022457,7901984
ArkansasFort Smith
KFSM-TV: 5newsonline.com
Ch. 5/CBS2022332,6901956
Little Rock
KTHV(TV): thv11.com
Ch. 11/CBS2022565,8201955
CaliforniaSacramento
KXTV(TV): abc10.com
Ch. 10/ABC20231,477,9701955
San Diego
KFMB-TV: cbs8.com
Ch. 8/CBS20231,133,2901949
ColoradoDenver
KTVD(TV): my20denver.com
Ch. 20/MNTV20221,806,820 1988
KUSA(TV): 9news.com
Ch. 9/NBC20241,806,820 1952
ConnecticutHartford
WTIC-TV: fox61.com
Ch. 61/FOX20221,001,6401984
Waterbury
WCCT-TV: yourcwtv.com/partners/hartford
Ch. 20/CW20261,001,6401953
District of ColumbiaWashington
WUSA(TV): wusa9.com
Ch. 9/CBS20222,640,9201949
FloridaJacksonville
WJXX(TV): firstcoastnews.com
Ch. 25/ABC2023769,000 1989
WTLV(TV): firstcoastnews.com
Ch. 12/NBC2024769,000 1957
Tampa-St. Petersburg
WTSP(TV): wtsp.com
Ch. 10/CBS20222,043,580 1965
GeorgiaAtlanta
WATL(TV): 11alive.com
Ch. 36/MNTV20222,659,160 1954
WXIA-TV: 11alive.com
Ch. 11/NBC20242,659,160 1948
Macon
WMAZ-TV: 13wmaz.com
Ch. 13/CBS2022246,120 1953
IdahoBoise
KTVB(TV) (3): ktvb.com
Ch. 7/NBC2024323,4601953
IllinoisMoline
WQAD-TV: wqad.com
Ch. 8/ABC2023303,0701963
IndianaIndianapolis
WTHR(TV) (4): wthr.com
Ch. 13/NBC20241,176,6201957
IowaAmes
WOI-DT: weareiowa.com
Ch. 5/ABC2022467,9901950
Ames
KCWI-TV: weareiowa.com
Ch. 23/CW2026467,9901999
KentuckyLouisville
WHAS-TV: whas11.com
Ch. 11/ABC2023704,4801950
LouisianaNew Orleans
WWL-TV: wwltv.com
Ch. 4/CBS2022665,5201957
WUPL(TV) (5): wwltv.com/mytv
Ch. 54/MNTV2022665,5201955
MaineBangor
WLBZ(TV): newscentermaine.com
Ch. 2/NBC2024142,4701954
Portland
WCSH(TV): newscentermaine.com
Ch. 6/NBC2024423,1101953
MichiganGrand Rapids
WZZM(TV): wzzm13.com
Ch. 13/ABC2023794,2801962
MinnesotaMinneapolis-St. Paul
KARE(TV): kare11.com
Ch. 11/NBC20241,917,9701953
MissouriSt. Louis
KSDK(TV): ksdk.com
Ch. 5/NBC20241,251,3001947
New YorkBuffalo
WGRZ(TV): wgrz.com
Ch. 2/NBC2024637,5201954
North CarolinaCharlotte
WCNC-TV: wcnc.com
Ch. 36/NBC20241,274,8301967
Greensboro
WFMY-TV: wfmynews2.com
Ch. 2/CBS2022716,5101949
OhioCleveland
WKYC-TV: wkyc.com
Ch. 3/NBC20241,527,0001948
Columbus
WBNS-TV (6): 10tv.com
Ch. 10/CBS20221,006,8701949
Toledo
WTOL(TV): wtol.com
Ch. 11/CBS2023416,2101958
OregonPortland
KGW(TV) (7): kgw.com
Ch. 8/NBC20241,331,4801956
PennsylvaniaScranton
WNEP-TV: wnep.com
Ch. 16/ABC2023585,0501954
York
WPMT(TV): fox43.com
Ch. 43/FOX2022785,1901952
South CarolinaColumbia
WLTX(TV): wltx.com
Ch. 19/CBS2022418,6401953
TennesseeKnoxville
WBIR-TV: wbir.com
Ch. 10/NBC2024539,7901956
Memphis
WATN-TV: localmemphis.com
Ch. 24/ABC2022632,270 1978
WLMT(TV): localmemphis.com
Ch. 30/CW2026632,270 1983
TexasAbilene
KXVA(TV): myfoxzone.com
Ch. 15/FOX2022117,460 2001
Austin
KVUE(TV): kvue.com
Ch. 24/ABC2023927,180 1971
Beaumont
KBMT(TV) (8): 12newsnow.com
Ch. 12/ABC2023168,350 1961
Corpus Christi
KIII-TV: kiiitv.com
Ch. 3/ABC2023213,270 1964
Dallas
WFAA(TV): wfaa.com
Ch. 8/ABC20232,962,440 1949
KMPX(TV): wfaa.com
Ch. 29 / Estrella20252,962,440 1993
Houston
KHOU(TV): khou.com
Ch. 11/CBS20222,598,960 1953
KTBU(TV): khou.com
Ch. 55/QuestN/A2,598,960 2004
OdessaKWES-TV: newswest9.comCh. 9/NBC2024176,380 1958
San Angelo
KIDY(TV): myfoxzone.com
Ch. 6/FOX202258,760 1984
San Antonio
KENS(TV): kens5.com
Ch. 5/CBS20221,045,420 1950
Tyler-Longview
KYTX(TV): cbs19.tv
Ch. 19/CBS2022279,770 2008
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TELEVISION STATIONS AND AFFILIATED DIGITAL PLATFORM
(Continued)
State/District of ColumbiaCityStation/web site
Channel (1)/Network
Affiliation Agreement Expires in
Market TV
Households (2)
Founded
Temple
KCEN-TV (9): kcentv.com
Ch. 9/NBC2024402,470 1953
VirginiaHampton/Norfolk
WVEC(TV): 13newsnow.com
Ch. 13/ABC2023744,6001953
WashingtonSeattle/Tacoma
KING-TV: king5.com
Ch. 5/NBC20242,158,120 1948
KONG(TV): king5.com
Ch. 16/INDN/A2,158,120 1997
Spokane
KREM(TV): krem.com
Ch. 2/CBS2022480,500 1954
KSKN(TV): spokanescw22.com
Ch. 22/CW2026480,5001983
(1) Channel refers to the viewer-facing “virtual” channel associated with the station’s brand, which may differ from the radio frequency channel on which the station transmits.
(2) Market TV households is number of television households in each market, according to 2021-2022 Nielsen figures.
(3) We also own KTFT-LD (NBC), a low power television station in Twin Falls, ID.
(4) We also own WALV-CD, a Class A television station in Indianapolis, IN.
(5) We also own WBXN-CD, a Class A television station in New Orleans, LA.
(6) We also own two radio stations, WBNS(AM) (1460), and WBNS-FM (97.1).
(7) We also own KGWZ-LD, a low power television station in Portland, OR.
(8) KBMT also operates a subchannel (KJAC/NBC), which is not counted. We also own KUIL-LD, a low power station in Beaumont, TX.
(9) We also own KAGS-LP, a low power television station in Bryan, TX.
In addition to the above television station properties, we also have the following digital and multicast network operations which support our television stations:
Locked On Podcast Network: www.lockedonpodcasts.com
Premion:www.premion.com
TEGNA Marketing Solutions: www.tegna.com/advertise
True Crime Network, Quest, and Twist multicast networks:www.truecrimenetworktv.com,www.questtv.com, and www.watchtwist.com
Verify: www.verifythis.com
INVESTMENTS
We have non-controlling ownership interests in the following companies:
Baller TV: www.ballertv.com
Boom Shakalaka: www.booment.com
Bustle Digital Group: www.bustle.com
CareerBuilder:www.careerbuilder.com
Hudson MX: www.hudsonmx.com
Jackpocket Inc: www.jackpocket.com
Kin Community:www.kincommunity.com
MadHive: www.madhive.com
Pearl:www.pearltv.com
SIGNIA Venture Partners: www.signiaventurepartners.com
ViewLift:www.viewlift.com
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 our 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 within. See the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on a number of assumptions about future events and are subject to various risks, uncertainties and other factors that may cause actual results to
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differ materially from the views, beliefs, projections and estimates expressed in such statements. These risks, uncertainties and other factors include, but are not limited to, those described within Part I, Item 1A “Risk Factors” in this Annual Report, and the following: (1) the timing, receipt and terms and conditions of any required governmental or regulatory approvals of the proposed transaction and the related transactions involving the parties that could reduce the anticipated benefits of or cause the parties to abandon the proposed transaction, (2) risks related to the satisfaction of the conditions to closing the proposed transaction (including the failure to obtain necessary regulatory approvals or the approval of the Company’s stockholders), and the related transactions involving the parties, in the anticipated timeframe or at all, (3) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s common stock, (4) disruption from the proposed transaction making it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with the Company’s customers, vendors and others with whom it does business, (5) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into pursuant to the proposed transaction or of the transactions involving the parties, (6) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed transaction, (7) significant transaction costs, (8) the risk of litigation and/or regulatory actions related to the proposed transaction or unfavorable results from currently pending litigation and proceedings or litigation and proceedings that could arise in the future, (9) other business effects, including the effects of industry, market, economic, political or regulatory conditions, (10) information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity, malware or ransomware attacks, and (11) changes resulting from the COVID-19 pandemic, which could exacerbate any of the risks described above.

Readers are cautioned not to place undue reliance on forward-looking statements made by or on behalf of the Company. Each such statement speaks only as of the day it was made. We undertake no obligation to update or to revise any forward-looking statements. The factors described above cannot be controlled by our Company. When used in this Annual Report on Form 10-K, the words “believes,” “estimates,” “plans,” “expects,” “should,” “could,” “outlook,” and “anticipates” and similar expressions as they relate to our Company or management are intended to identify forward looking statements. Forward-looking statements in this Annual Report on Form 10-K may include, without limitation: statements about the potential benefits of the proposed acquisition, anticipated growth rates, the Company’s plans, objectives, expectations, and the anticipated timing of closing the proposed transaction.

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.

Risks Related to the Merger

The Merger is subject to receipt of approval from our shareholders as well as the satisfaction of other closing conditions, including conditions that may not be satisfied or completed on a timely basis, if at all.

The consummation of the Merger is subject to a number of important closing conditions that make the closing and timing of the Merger uncertain. The conditions include, among others, (i) the approval of the Merger Agreement by the holders of at least a majority of the outstanding shares of our common stock entitled to vote thereon; (ii) the absence of any injunction or order by a court of competent jurisdiction in the United States or law in the United States having been adopted prohibiting the consummation of the Merger; (iii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended applicable to the Merger and the transactions contemplated by that certain Contribution and Exchange Agreement entered into concurrently with the Merger Agreement by the Parent Restructuring Entities (the Contribution Agreement); (iv) the grant by the FCC of applications required to be filed with the FCC to obtain the approvals of the FCC pursuant to the Communications Act and FCC rules necessary to consummate the transactions contemplated by the Merger Agreement and the Contribution Agreement (the transactions contemplated by the Contribution Agreement, the Restructuring), including a petition for declaratory ruling under Section 310(b) of the Communications Act and the FCC’s rules governing foreign ownership with respect to the Merger and the Restructuring; (v) the accuracy of the representations and warranties contained in the Merger Agreement (subject to certain materiality qualifiers); (vi) the performance and compliance in all material respects by the parties of their respective covenants required by the Merger Agreement to be performed or complied with by such party prior to the effective time of the Merger (the Effective Time); and (vii) the absence of any “Company Material Adverse Effect” (as defined in the Merger Agreement) since September 30, 2021. We can provide no assurance that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, if all required consents and approvals are obtained and all closing conditions are satisfied (or waived, if applicable), we can provide no assurance as to the terms, conditions and timing of such consents and approvals or the timing of the completion of the Merger. Many of the conditions to completion of the Merger are not within either our or the Parent Restructuring Entities’ control, and neither us nor the Parent Restructuring Entities can predict when or if these conditions will be satisfied (or waived, if applicable). Any delay in completing the Merger could cause us not to realize some or all of the benefits that we expect to achieve if the Merger is successfully completed within its expected timeframe.


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Failure to complete the Merger in a timely manner, or at all, could negatively impact our future business and our financial condition, results of operations and cash flows.

If the Merger is not completed for any reason, including as a result of our shareholders failing to adopt the Merger Agreement, our shareholders will not receive any payment for their shares in connection with the Merger. Instead, TEGNA will remain an independent public company, and its shares will continue to be traded on the New York Stock Exchange. Moreover, our ongoing business may be materially adversely affected and we would be subject to a number of risks, including the following:

•we may experience negative reactions from the financial markets, including negative impacts on our stock price, and it is uncertain when, if ever, the price of the shares would return to the prices at which the shares currently trade;

•we may experience negative publicity, which could have an adverse effect on our ongoing operations including, but not limited to, retaining and attracting employees, distribution partners, content partners, business clients, customers, providers, advertisers and others with whom we do business;

•we will still be required to pay certain significant costs relating to the Merger, such as legal, accounting, financial advisor, printing and other professional services fees, which may relate to activities that we would not have undertaken other than in connection with the Merger;

•we may be required to pay a cash termination fee as required under the Merger Agreement;

•the Merger Agreement places certain restrictions on the conduct of our business, which may have delayed or prevented us from undertaking business opportunities that, absent the Merger Agreement, we may have pursued;

•matters relating to the Merger require substantial commitments of time and resources by our management, which could result in the distraction of management from ongoing business operations and pursuing other opportunities that could have been beneficial to us; and

•litigation related to the Merger or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement.

If the Merger is not consummated, the risks described above may materialize and they may have a material adverse effect on our business operations, financial results and stock price, especially to the extent that the current market price of our common stock reflects an assumption that the Merger will be completed.

We are subject to certain restrictions in the Merger Agreement that may hinder operations pending the consummation of the Merger.

The Merger Agreement generally requires us to operate our business in the ordinary course pending consummation of the Merger and restricts us, without Community News Media LLC’s consent, from taking certain specified actions until the Merger is completed, subject to certain exceptions. These restrictions may affect our ability to execute our business strategies and attain our financial and other goals and may impact our financial condition, results of operations and cash flows.

These restrictions could be in place for an extended period of time if the consummation of the Merger is delayed, which may delay or prevent us from undertaking business opportunities that, absent the Merger Agreement, we might have pursued, or from effectively responding to competitive pressures or industry developments.

Whether or not the Merger is completed, the pending Merger may disrupt our current plans and operations, which could have an adverse effect on our business and financial results. For these and other reasons, the pendency of the Merger could adversely affect our business and financial results.

We will be subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to maintain relationships with employees, clients, customers, and others with whom we do business.

In connection with the proposed Merger, our current and prospective employees may experience uncertainty about their future roles with the combined company following the Merger, which may materially adversely affect our ability to attract and retain key personnel while the Merger is pending. Key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company following the Merger. Accordingly, no assurance can be given that we will be able to attract and retain key employees to the same extent that we have been able to in the past. If we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow and operate our business effectively.

The proposed Merger further could cause disruptions to our business or business relationships, which could have an adverse impact on our results of operations. Parties with which we have business relationships may experience uncertainty as to the future of such relationships and may delay or defer certain business decisions, seek alternative relationships with third parties or
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seek to alter their present business relationships with us. Parties with whom we otherwise may have sought to establish business relationships may seek alternative relationships with third parties. The pursuit of the Merger and the preparation for the integration may also place a significant burden on management and internal resources. The diversion of management’s attention away from day-to-day business concerns could adversely affect our financial results.

The Merger Agreement contains provisions that could make it difficult for a third party to make a superior acquisition proposal.

The Merger Agreement contains certain customary restrictions on our ability to solicit proposals from third parties for an acquisition of TEGNA prior to obtaining the approval of the Merger Agreement from our shareholders. In addition, subject to certain customary “fiduciary out” exceptions, the Board is required to recommend that our shareholders vote in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby.

We may, under certain circumstances, be obligated to pay a termination fee to Parent and/or reimburse Parent for its expenses. These costs could require us to use cash that would have otherwise been available for other uses.

These provisions might discourage an otherwise-interested third party from considering or proposing an acquisition of TEGNA, including proposals that may be deemed to offer greater value to our shareholders than as provided in the Merger Agreement. Furthermore, even if a third party elects to propose an acquisition, the requirement that we must pay a termination fee to accept any such proposal may cause that third party to offer a lower price to our stockholders than such third party might otherwise have offered.

Risks Related to Our Business and Industry

We are impacted by demand for advertising, which, in turn, depends on a number of factors, some of which are cyclical and many of which are beyond our control
In 2021, 48% of our revenues were derived from television spot and digital advertising. Demand for advertising is highly correlated with the strength of the U.S. economy, both in the markets our stations serve and in the nation as a whole. 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 be affected by a variety of other factors outside our control, including, among other things, the viewership of the programming offered by our television stations, local and national advertising price fluctuations, the duration and extent of any network preemption of regularly scheduled programming for any reason, and labor disputes or other disruptions at programming providers, networks or professional sports leagues. Our advertising revenues can also 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.

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

Advertising and marketing services produce a significant portion of our revenues, with our stations’ affiliated desktop, mobile and tablet advertising revenues, as well as our OTT product offerings being important components. 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 Video, Disney+, HBO Max, Hulu, Netflix, or Peacock could cause our advertising revenues to decline as a result of changes to the ratings of our programming, which may materially negatively affect our business and results of operations.

A resurgence in the rate of COVID-19 infections that is significant enough to force widespread business closures could materially and adversely affect our financial condition, results of operations and cash flows.

During 2021 and continuing into 2022, the world continued to be impacted by the novel coronavirus (COVID-19) pandemic. The emergence of the delta and omicron variants produced spiking infection rates, creating further economic uncertainty throughout the United States.

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The impact of COVID-19 and the extent of its adverse impact on our financial and operating results will be dictated by how the pandemic continues to affect our advertising customers. This will depend on future pandemic-related developments including the severity of COVID-19 variants; disruptions to our customers’ supply chains and impacts to their advertising and marketing purchasing patterns; the effectiveness, distribution and acceptance of COVID-19 vaccines; consumer confidence; and U.S. government actions to prevent and manage the virus spread, all of which are uncertain and cannot be predicted. While we use the best information available in developing significant estimates included in our financial statements, the effects of the pandemic on our operations may not be fully realized, or reflected in our financial results, until future periods. As such, actual results could differ from our estimates, and these differences resulting from changes in facts and circumstances could be material.
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, including systems hosted and operated by third-party vendors on our behalf, 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 

In addition to the operational risks described above, our informational technology systems are also exposed to increasing risks related to cybersecurity-related incidents. Cybersecurity attacks by third parties with malicious intent, including but not limited to, attacks on our or our vendors’ information technology infrastructure and unauthorized attempts to gain access to our confidential information, pose risks to our company. Further, advances in technology and the increasing sophistication of attackers have led to more frequent and effective cyberattacks, including advanced persistent threats by state-sponsored actors, cyberattacks relying on complex social engineering or “phishing” tactics, ransomware attacks, and other methods. We take measures to minimize the risk of a cyber-attack including utilization of multi-factor authentication, deployment of firewalls, virtual private networks for mobile connections, elevated access controls, standardized vendor access, active patching monitoring / logging, and conducting regular training of our employees related to protecting sensitive information and recognizing “phishing” attacks. While the measures we employ meet or exceed industry standards they nonetheless may not be sufficient in preventing or timely detecting breaches or cyber-attacks due to the evolving nature and ever-increasing abilities of cyber-attackers. 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. In addition, our business operations may be disrupted, and our results of operations may be impaired, by the impact of breaches or cyber-attacks on our vendors, and these potential disruptions and impairments may not be covered by our insurance policies.

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 network affiliation agreements has a stated expiration date. With respect to the major broadcast networks, our principal expirations occur in the following years: NBC-early 2024, CBS-late 2022, ABC-2023 and Fox-mid 2022. 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 begun streaming their programming directly to consumers on the Internet and other distribution platforms (e.g., CBS on Paramount+ and NBC on Peacock), 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 the value of network programming originally broadcast by our stations and could adversely affect the business, financial condition and results of operations of our stations.

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Our retransmission consent agreements with major cable, satellite and telecommunications service providers (also referred to as multichannel video programming distributors or MVPDs) permit them to retransmit our stations’ signals to their subscribers in exchange for the payment of compensation to us (which we classify as subscription revenues). This source of revenue represented approximately 49% of our 2021 total revenues. We recently renewed distribution agreements with multiple major MVPDs at what we believe to be leading Big Four affiliates rates. On occasion, we may not be able to agree on mutually acceptable terms when negotiating such renewals as we experienced in renewal negotiations with a major broadcast satellite provider in early October 2021. When this happens, the MVPD will be required to cease airing our programming (commonly referred to as a “blackout” or “going dark”), and we will not be compensated by the MVPD during the period of the blackout as was the case with the broadcast satellite provider. Future blackouts, should they occur, or if we are unable to renew our retransmission agreements on market terms, or at all, could negatively impact our business, financial condition and results of operations.

In addition, the Merger could affect our relationships with broadcast television networks and MVPDs. Please see the Risk Factor titled “We will be subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to maintain relationships with employees, clients, customers, and others with whom we do business.”

We operate our business in a single broadcast segment, which increases our exposure to the changes and highly competitive environment of the broadcast industry

Broadcast companies operate in a highly competitive environment and compete for audiences, advertising and marketing services revenue and quality programming. 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 may enact new laws and regulations, and/or changes to existing laws and regulations, that could impact media ownership and other broadcast-related activities. 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 stations are required to hold broadcasting licenses from the FCC; when granted, these licenses are generally granted for a period of eight years. Under certain circumstances, the FCC is not required to renew any license and could decline to renew future license applications.

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

Our 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. If broadcast ownership rules become more restrictive, our opportunities to grow our broadcast business through acquisitions or other strategic transactions could be impaired.

In addition, prospective acquisition activities may be subject to antitrust review by the Antitrust Division of the Department of Justice (DOJ). DOJ’s review could result in restrictions on our ability to pursue or consummate future transactions, and/or a requirement that we divest certain television stations if an acquisition would result in excessive concentration in a market. Review and enforcement policies of the DOJ may be subject to change, including as a result of changes in administration or in DOJ leadership. As a result, we cannot assure investors that any future transaction that we enter into will be approved, or that a requirement to divest existing stations will not have an adverse effect on the transaction or on our business.

Risks Related to Ownership of Our Common Stock

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

In May 2017 we completed our spin-off of Cars.com, which we refer to as the “spin-off”. 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.
22

federal income tax purposes, TEGNA and its stockholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities. Our 2017 tax year is currently under examination by the Internal Revenue Service and the relevant federal statute of limitations remains open until December 31, 2022.

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

As of December 31, 2021, we had approximately $3.26 billion in debt and approximately $1.33 billion of undrawn additional borrowing capacity under our revolving credit facility that expires in 2024. Our fixed rate term debt matures at various times during the years 2026-2029. If our operating results deteriorate significantly, we may not be able to pay amounts when due and a portion of these maturities may need to be refinanced. Access to the capital markets for longer-term financing is generally unpredictable and volatile credit markets could make it harder for us to obtain debt financings. In addition, the Merger Agreement prohibits us from incurring, assuming, or guaranteeing any debt, subject to certain exceptions.

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

Goodwill and other intangible assets were approximately $5.42 billion as of December 31, 2021, representing approximately 78% 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 that 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.
23


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. A listing of television station locations can be found on page 16. Our digital and multicast businesses that support our broadcast operations lease their facilities. This includes facilities for executive offices, sales offices and data centers. A listing of our digital businesses locations can be found on page 17. We lease our corporate headquarters facility, which is located in Tysons, VA. We believe that none of our individual properties represents a material amount of the total properties owned or leased.

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 11 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 221.5 million outstanding shares of common stock were held by 5,924 shareholders of record as of February 18, 2022. Our shares are traded on the New York Stock Exchange (NYSE) with the symbol TGNA.

Purchases of Equity Securities

In December 2020, our Board of Directors authorized a new share repurchase program for up to $300.0 million of our common stock over the next three years. From 2019 through 2021, no shares were repurchased. As a result of the announcement of the Merger Agreement on February 22, 2022, we have suspended share repurchases under this program.

Dividend Policy

Since 2017, we have been paying a regular quarterly cash dividend. We paid dividends totaling $78.5 million in 2021 and $76.5 million in 2020. On March 29, 2021, we announced that our Board of Directors approved a dividend increase of ten cents per share on an annual basis, to $0.38 per common share, which represents an approximately 36% increase above the prior dividend. We expect to continue to pay our regular quarterly dividend of $0.095 per share through the closing of the Merger, which is the maximum rate and frequency permitted by the Merger Agreement.
24

Comparison of shareholder return – 2017 to 2021

The following graph compares the performance of our common stock during the period December 31, 2016, to December 31, 2021, with the S&P 500 Index, and a peer group index we selected.

Our peer group includes E.W. Scripps Company, Gray Television Inc., Meredith Corp. (through 12/1/21 when it was acquired by Gray Television Inc.), Nexstar Media Group, Inc., and Sinclair Broadcast Group, Inc (collectively, the peer group). The peer group includes the largest publicly traded pure-play and diversified television broadcasting companies with meaningful television station assets and broadcast exposure. No such company of relevant scale is excluded from the peer group, except for the television networks, which are part of much larger entities in which television stations are a relatively small part of the aggregate enterprise.

The S&P 500 Index includes 500 U.S. companies in the industrial, utilities and financial sectors and is weighted by market capitalization. The total returns of each peer group index also are weighted by market capitalization.

The graph depicts representative results of investing $100 in our common stock, the S&P 500 Index, and the peer group index as of closing on December 31, 2016. It assumes that dividends were reinvested monthly with respect to our common stock (including, as it relates to the Cars.com spin-off, the aggregate value of the former digital automotive marketplace business as distributed to our shareholders), daily with respect to the S&P 500 Index and monthly with respect to the peer group company.

tgna-20211231_g1.jpg
INDEXED RETURNS
Years Ending
Company Name / Index201620172018201920202021
TEGNA Inc.100$107.04$84.60$132.29$112.91$153.08
S&P 500 Index100$121.83$116.49$153.17$181.35$233.41
Peer Group100$115.16$110.28$122.03$110.86$153.19

ITEM 6. [RESERVED]

25

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

Introduction

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

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

On February 22, 2022, we entered into the Merger Agreement with Parent, Merger Sub, and solely for purposes of certain provisions specified therein, other subsidiaries of Parent, certain affiliates Standard General and CMG and certain of its subsidiaries. We currently expect the transaction, which is subject to stockholder and regulatory approvals, and other customary closing conditions, to close in the second half of 2022. See Part I, Item 1A, “Risk Factors” and Note 12 — Subsequent Event of the Notes to Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this report.

COVID-19 pandemic

Since early 2020, the world has been, and continues to be, impacted by the novel coronavirus (COVID-19) and its variants. The COVID-19 pandemic has brought unprecedented challenges including widespread economic and social change throughout the United States. The U.S. economy continued on a path to recovery during 2021 with millions of Americans receiving COVID-19 vaccines, states/municipalities increasingly reopening and continued growth in employment. In addition, the U.S. federal government continued to enact policies to provide fiscal stimulus to the economy and relief to those affected by the pandemic, with the stimulus bolstering household finances as well as those of small businesses, states and municipalities. Our AMS revenues were most negatively impacted by the pandemic early in the second quarter of 2020 but since then AMS revenues have improved significantly as economic re-opening accelerated.

The impact of COVID-19 and the extent of its adverse impact on our financial and operating results will be dictated by the degree to which the pandemic continues to affect our advertising customers. This will depend on future pandemic-related developments including the severity of COVID-19 variants, disruptions to our customers’ supply chains and impacts to their advertising and marketing purchasing patterns, the effectiveness, distribution and acceptance of COVID-19 vaccines and booster shots, consumer confidence, and U.S. government actions to prevent and manage the virus spread, all of which are uncertain and cannot be predicted. While we use the best information available in developing significant estimates included in our financial statements, the effects of the pandemic on our operations may not be fully realized, or reflected in our financial results, until future periods. As such, actual results could differ from our estimates and these differences resulting from changes in facts and circumstances could be material.

Seasonality: Our revenues and operating results are subject to seasonal fluctuations. Generally, our second and fourth quarter operating results are stronger than those of the first and third quarter. This is driven by the second quarter reflecting increased spring seasonal advertising, while the fourth quarter typically includes increased advertising related to the holiday season. 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 in the even year of a two year election cycle, particularly in the fourth quarter of those years.
26

Consolidated Results from Operations

The following discussion is a comparison of our consolidated results on a GAAP basis. The year-to-year comparison of financial results is not necessarily indicative of future results. In addition, see the section on page 32 titled ‘Operating results non-GAAP information’ for additional tables presenting information which supplements our financial information provided on a GAAP basis.

As discussed above, our operating results are subject to significant fluctuations across yearly periods (driven by even-year election cycles). As such, in addition to one year ago comparisons, our management team and Board of Directors also review current period operating results compared to the same period two years ago (e.g., 2021 vs. 2019). We believe this comparison will also provide useful information to investors, and therefore, we have supplemented our prior year comparison of consolidated results to also include a comparison against 2019 results (through operating income).

During 2019, we acquired multiple local television stations and multicast networks. Specifically, we acquired certain stations divested by Gray (January 2, 2019), the Justice Network (rebranded as True Crime Network) and Quest multicast networks (June 18, 2019), the Dispatch stations (August 8, 2019) and certain stations divested by Nexstar (September 19, 2019). The multicast networks, Dispatch stations, and Nexstar stations are collectively referred to as the “2019 Acquisitions” in the discussion that follows. These 2019 Acquisitions did not contribute to the periods prior to their acquisition in our financial statements which impacts 2021 to 2019 comparability of our consolidated operating results. The Gray stations do not impact the 2021 to 2019 comparability.

For a comparative discussion of our results of operations for the years ended December 31, 2020 and December 31, 2019, see “Part II, Item 7. Management’s“Compensation Discussion and Analysis of Financial Condition and Results of Operations” of our annual report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 1, 2021.

A consolidated summary of our results is presented below (in thousands, except per share amounts):
20212020Change from 20202019Change from 2019
Revenues:$2,991,093 $2,937,780 2%$2,299,497 30%
Operating expenses:
Cost of revenues1,598,759 1,503,287 6%1,228,237 30%
Business units - Selling, general and administrative expenses396,446 365,601 8%326,804 21%
Corporate - General and administrative expenses68,127 73,295 (7%)80,144 (15%)
Depreciation64,841 66,880 (3%)60,525 7%
Amortization of intangible assets63,011 67,690 (7%)50,104 26%
Spectrum repacking reimbursements and other, net(2,307)(9,955)(77%)(5,335)(57%)
Total2,188,877 2,066,798 6%1,740,479 26%
Operating income802,216 870,982 (8%)559,018 44%
Non-operating income (expense):
Equity (loss) income in unconsolidated investments, net(9,713)10,397 ***10,149 ***
Interest expense(185,650)(210,294)(12%)(205,470)(10%)
Other non-operating items, net6,825 (34,029)***11,960 (43%)
Total(188,538)(233,926)(19%)(183,361)3%
Income before income taxes613,678 637,056 (4%)375,657 63%
Provision for income taxes135,481 154,293 (12%)89,422 52%
Net Income$478,197 $482,763 (1%)$286,235 67%
Earnings per share-basic$2.15 $2.20 (2%)$1.32 63%
Earnings per share-diluted$2.14 $2.19 (2%)$1.31 63%
*** Not meaningful


27

Revenues

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

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

20212020Change from 20202019Change from 2019
Subscription$1,466,433 $1,286,611 14%$1,005,030 46%
Advertising & Marketing Services1,428,0821,174,77422%1,226,60716%
Political60,573445,535(86%)38,47857%
Other36,00530,86017%29,38223%
Total revenues$2,991,093 $2,937,780 2%$2,299,497 30%

2021 vs. 2020

Total revenues increased $53.3 million in 2021. The net increase was primarily due to $253.3 million growth in AMS reflecting higher demand for television and digital advertising, year over year. Growth in subscription revenue of $179.8 million was primarily due to annual rate increases under existing and newly renegotiated retransmission agreements, partially offset by declines in subscribers including the impact of an outage with a broadcast satellite provider that began on October 6, 2021 and ended in early 2022. These increases were partially offset by a decrease in political revenue of $385.0 million, following the 2020 presidential election year.

2021 vs. 2019

Total revenues increased $691.6 million in 2021. Our 2019 Acquisitions contributed $306.2 million to this increase. Excluding the 2019 Acquisitions, total revenues increased $385.4 million. This increase was primarily due to a $303.5 million increase in legacy subscription revenue from annual rate increases under existing and newly renegotiated retransmission agreements, partially offset by declines in subscribers including the impact of an outage with a broadcast satellite provider that began on October 6, 2021 and ended in early 2022. Also contributing to the increase was a $51.5 million increase in AMS revenue, driven in part by Premion, and a $21.9 million increase in political advertising revenue.

Cost of revenues

2021 vs. 2020

Cost of revenues increased $95.5 million in 2021. This increase was primarily due to a $72.8 million growth in programming costs driven by a contractual increase in rates under existing and newly renegotiated affiliation agreements and growth in subscription revenues (certain programming costs are linked to such revenues). Higher digital expenses of $7.6 million driven by growth in Premion also contributed to the increase.

2021 vs. 2019

Cost of revenues increased $370.5 million in 2021. Our 2019 Acquisitions contributed $164.5 million to this increase. Excluding the 2019 Acquisitions, cost of revenues increased $206.0 million. This increase was primarily due to a $179.2 million increase in programming costs driven by a contractual increase in rates under existing and newly renegotiated affiliation agreements and growth in subscription revenues (certain programming costs are linked to such revenues). Higher digital expenses of $12.6 million driven by growth in Premion also contributed to the increase.

Business units - Selling, general and administrative expenses

2021 vs. 2020

Business unit selling, general, and administrative (SG&A) expenses increased $30.8 million in 2021. The increase was primarily due to a $13.9 million increase in legal and professional fees. Marketing costs also rose $8.0 million. Sales commissions and other selling costs also increased by $23.1 million driven by growth in AMS revenues. These increases were partially offset by a $8.7 million reduction in bad debt expense attributed to improved collections.

28

2021 vs. 2019

Business unit SG&A expenses increased $69.6 million in 2021. Our 2019 Acquisitions added business unit SG&A expenses of $32.9 million. Excluding the 2019 Acquisitions, SG&A expenses increased $36.7 million. The increase was primarily the result of a $20.6 million increase in legal and professional fees. Sales commissions and other selling costs increased by $18.0 million driven by growth in AMS revenues. Stock based compensation expense was also higher by $3.9 million, driven by our higher stock price.

Corporate - General and administrative expenses

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

2021 vs. 2020

Corporate general and administrative expenses decreased $5.2 million in 2021. The decrease was primarily driven by a $6.5 million reduction in advisory fees related to activism defense, and reduction of $0.9 million of M&A-related costs. Partially offsetting these decreases was an increase in stock based compensation expense of $2.2 million driven by our higher stock price.

2021 vs. 2019

Corporate general and administrative expenses decreased $12.0 million in 2021. The decrease was primarily due to the absence of acquisition-related costs of $30.8 million due to the reduction in acquisition activity in 2021. Partially offsetting this decrease were increases of $10.5 million in advisory fees related to activism defense, $3.7 million in M&A-related costs and $1.8 million in stock based compensation expense due to our higher stock price.

Depreciation expense

2021 vs. 2020

Depreciation expense decreased $2.0 million in 2021 due to a decline in capital expenditures resulting in less depreciation in 2021 as fewer new assets were placed in service.

2021 vs. 2019

Depreciation expense increased $4.3 million in 2021 driven by our 2019 Acquisitions which contributed $8.0 million to the increase. Excluding the impact of 2019 Acquisitions, depreciation expense decreased $3.7 million due to a decline in capital expenditures following the onset of COVID-19, resulting in less depreciation in 2021 as fewer new assets were placed in service.

Amortization of intangible assets

2021 vs. 2020

Intangible asset amortization expense decreased $4.7 million in 2021. The decrease is due to certain assets reaching the end of their assumed useful lives and therefore becoming fully amortized.

2021 vs. 2019

Intangible asset amortization expense increased $12.9 million in 2021. Our 2019 Acquisitions contributed $23.1 million to this increase. Excluding the impact of the 2019 Acquisitions, amortization expense decreased $10.2 million due to certain assets reaching the end of their assumed useful lives.

Spectrum repacking reimbursements and other, net

2021 vs. 2020

We had other net gains of $2.3 million in 2021 compared to net gains of $10.0 million in 2020. The 2021 activity is related to $4.9 million of reimbursements received from the Federal Communications Commission (FCC) for required spectrum repacking, partially offset by a $1.5 million contract termination fee and a $1.1 million write off of certain assets. The 2020 net gains primarily consisted of $13.2 million of reimbursements received from the FCC for required spectrum repacking, partially offset by a $2.1 million impairment charge due to the retirement of a brand name and a $1.1 million FCC license impairment charge.

29

2021 vs. 2019

We had other net gains of $2.3 million in 2021 compared to net gains of $5.3 million in 2019. The 2021 activity consists of the items discussed above. The 2019 net gains consisted of gains of $17.0 million of reimbursements received from the FCC 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 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.

Operating income

2021 vs. 2020

Our operating income decreased $68.8 million in 2021. This decrease was driven by the changes in revenue and expenses discussed above, but primarily due to a decline in high-margin political revenue.

2021 vs. 2019

Operating income increased $243.2 million in 2021. Results from our 2019 Acquisitions added operating income of $77.8 million. Excluding the 2019 Acquisitions, operating income increased $165.4 million, driven by the changes in revenue and expenses discussed above, most notably the increases in subscription revenue.

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. Payroll expenses have increased during 2021, but as a percentage of total operating expenses have decreased in 2021 primarily due to increases in programming expenses, which make up a larger percentage of operating costs.
Percentage of total operating expenses
Expense Category202120202019
Programming expenses41.2%40.1%35.5%
Payroll expenses25.8%26.7%28.6%

Non-operating income and expense

Equity income: This income statement category reflects earnings or losses from our equity method investments. Equity income decreased from $10.4 million in 2020 to a loss of $9.7 million in 2021. The 2021 loss was primarily due to equity loss from our CareerBuilder investment. The 2020 income was primarily due to equity income from our CareerBuilder investment (recognizing gains driven by the sale of several subsidiary businesses).

Interest expense: Interest expense decreased $24.6 million in 2021 as compared to 2020, primarily due to a lower average outstanding total debt balance, partially offset by higher interest rates. The total average outstanding debt was $3.41 billion in 2021 compared to $4.02 billion in 2020. The impact of the decrease in outstanding debt was partially offset by an increase in the weighted average interest rate on total outstanding debt, which was 5.15% in 2021 compared to 5.03% in 2020.

A further discussion of our borrowing and related interest cost is presented in the “Liquidity and capital resources”Analysis” section of this report beginning on page 36 and in Note 5 to the consolidated financial statements.

Other non-operating items, net: Other non-operating items increased $40.9 million fromfor a net loss of $34.0 million in 2020 to a net income of $6.8 million in 2021. This change was comprised of 2020 charges absent in 2021 including a $17.3 million call premium related to the repayment of our 2023 and 2024 unsecured senior notes; and acceleration of $11.8 million of previously deferred financing fees associated with early repayment of unsecured senior notes. In addition, the increase was driven by the absence of a $9.2 million impairment of an equity investment in 2020.

Provision for income taxes

We reported pre-tax income of $613.7 million for 2021. The effective tax rate on pre-tax income was 22.1%. The 2021 effective tax rate decreased compared to 24.2% in 2020 primarily due to tax benefits realized as a result of state tax planning strategies and related to a previously-disposed business. Further information concerning income tax matters is contained in Note 4discussion of the consolidated financial statements.Company’s compensation-related governance practices.

11.
Executive Compensation
30

Net income

Net incomeCompensation Discussion and related per share amounts are presented in the table below (in thousands, except per share amounts):
2021Change2020
Net income$478,197 (1%)$482,763 
Per basic share$2.15 (2%)$2.20 
Per diluted share$2.14 (2%)$2.19 

Our 2021 earnings per share were lower than 2020 due to the factors discussed above including, most notably, the decrease in political revenue following the 2020 presidential election year, partially offset by increases in AMS revenue reflecting higher demand for television and digital advertising (as fiscal year 2020 was adversely impacted by reduced demand due to the COVID-19 pandemic) and increase in subscription revenue from annual rate increases under existing and newly renegotiated retransmission agreements.
31Analysis

Operating results non-GAAP information

Presentation of non-GAAP information: We use non-GAAP financial performance measures to supplement the financial information presented on a GAAP basis. 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, theThe Leadership Development and Compensation Committee of ourthe Board of Directors uses non-GAAP measures such(the “Committee”) believes that the 2021 compensation of our Named Executive Officers appropriately reflects and rewards their significant contributions to the Company’s strong performance in a year that continued to test the strength and resiliency of all of our employees.
The Committee continuously reviews the structure of our executive compensation program and, based on shareholder feedback over recent years, has further strengthened the link between pay and performance and enhanced our disclosure of executive compensation structure and practices.
This Compensation Discussion and Analysis (CD&A) explains the guiding principles and practices upon which our executive compensation program is based and the 2021 compensation paid to our Named Executive Officers (also referred to as “NEOs”), who for the 2021 fiscal year were:
David
 T. Lougee
, President and Chief Executive Officer,
Victoria D. Harker
, Executive Vice President and Chief Financial Officer,
Lynn Beall
(Trelstad)*, Executive Vice President and Chief Operating Officer—Media Operations, and
Akin S. Harrison
, Senior Vice President and General Counsel.
*
“Beall” is Ms. Trelstad’s maiden name and the name she uses for business purposes. “Trelstad” is her married and legal name.
9
Table of Contents
Executive Summary
PERFORMANCE HIGHLIGHTS
Highlights of the Company’s 2021 performance included:
Total revenues.
Total company revenue was $3.0 billion, up two percent year-over-year and up 30% on a
two-year
basis.
Record AMS revenues.
The company generated record advertising revenue of $1.4 billion, up 22 percent year-over-year.
Record subscription revenue growth.
We achieved record subscription revenue of $1.5 billion, up 14 percent year-over-year (partially offset by subscriber declines and the interruption of service with DISH).
GAAP net income
. Our GAAP net income was $477 million.
Adjusted EBITDA
. Company Adjusted EBITDA non-GAAP net income, non-GAAP EPS, and free cash flow to evaluate management’s performance. Therefore, we believe that each of the non-GAAP measures presented provides useful information to investors and other stakeholders by allowing them to view our business through the eyes of management and our Board of Directors, facilitating comparisons of results across historical periods and focus on the underlying ongoing operating performance of our business. We also believe these non-GAAP measures are frequently used by investors, securities analysts and other interested parties in their evaluation of our business and other companies in the broadcast industry.

We discuss in this Form 10-K non-GAAP financial performance measures that exclude from our reported GAAP results the impact of “special items” which are described in detail below in the section titled “Discussion of special charges and credits affecting reporting results”. We believe that such expenses and gains are not indicative of normal, ongoing operations. 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 astotaled $948 million (representing net income attributable to TEGNA before (1) net (income) lossincome attributable to redeemable noncontrolling interest, (2) income taxes, (3) interest expense, (4) equity (loss) income in unconsolidated investments, net, (5), other
non-operating
items, net, (6) workforce restructuring expense, (7) M&A-related costs, (8) advisory fees related to activism defense, (9) spectrum repacking reimbursements and other, net, (10)special items, depreciation and (11) 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)amortization), income taxes,which was well ahead of plan. This result was a record for an
odd-year
(which do not have the benefits of election year political revenue), and the age and book appreciation of property and equipment (and related depreciation expense). The most directly comparable GAAP financial measure to Adjusted EBITDA is Net income attributable to TEGNA. Users should consider the limitations of using Adjusted EBITDA, including the fact that this measure does not provide a complete measure of our operating performance. Adjusted EBITDA is not intended to purport to be an alternate to net income as a measure of operating performance or to cash flowswas up 34 percent from operating activities as a measure of liquidity. In particular, Adjusted EBITDA is not intended to be a measure of cash flow available for management’s discretionary expenditures, as this measure does not consider certain cash requirements, such as working capital needs, capital expenditures, contractual commitments, interest payments, tax payments and other debt service requirements.

We also discuss free cash flow, a non-GAAP performance measure that2019 despite the Board of Directors uses to review the performance of the business. Free cash flow is reviewed by the Board of Directors as a percentage of revenue over a trailing two-year period (reflecting both an even and odd year reporting period given the political cyclicality of our business). The most directly comparable GAAP financial measure to free cash flow is Net income attributable to TEGNA. Free cash flow is calculated as non-GAAP Adjusted EBITDA (as defined above), further adjusted by adding back (1) stock-based compensation, (2) non-cash 401(k) company match, (3) syndicated programming amortization, (4) 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.



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Discussion of special charges and credits affecting reported results: Our results during 2021 and 2020 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, 2021:

•Spectrum repacking reimbursements and other, net consisting of gains due to reimbursements from the FCC for required spectrum repacking, a contract termination fee and the write off of certain fixed assets;
•Advisory fees related to activism defense;
•M&A-related costs we incurred to assist prospective buyers of our company with their due diligence;
•Other non-operating items consisting of a gain due to an observable price increase in an equity investment and costs incurred in connection with the early extinguishment of debt; and
•Net deferred tax benefits as a result of state tax planning strategies implemented during 2021, deferred tax benefits related to partial capital loss valuation allowance release, and return to provision and deferred adjustments related to the completion of our 2020 state tax returns.

Results for the year ended December 31, 2020:

•Workforce restructuring expense which included payroll and related benefit costs at our stations (including the shutdown of our TMS Phoenix operations) and corporate headquarters;
•M&A-related costs we incurred to assist prospective buyers of our company with their due diligence;
•Advisory fees related to activism defense;
•Spectrum repacking reimbursements and other, net consists of gains due to reimbursements from the FCC for required spectrum repacking, partially offset by an intangible asset impairment charge due to the retirement of a brand name and an FCC license impairment charge related to a radio station;
•Gains recognized in our equity income in unconsolidated investments, primarily related to our share of CareerBuilder’s gain on the sale of certain subsidiary businesses;
•Other non-operating items primarily related to costs incurred in connection with the early extinguishment of debt, and an impairment charge related to one of our investments; and
•Deferred tax benefits related to partial capital loss valuation allowance release.





































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Below are reconciliations of certain line items impacted by special items to the most directly comparable financial measure calculated and presented in accordance with GAAP on our Consolidated Statements of Income (in thousands, except per share amounts):
Special Items
Year ended Dec. 31, 2021GAAP
measure		Advisory fees related to activism defenseM&A-related costsOther non-operating itemsSpectrum repacking reimbursements and otherSpecial tax itemsNon-GAAP measure
Corporate - General and administrative expenses$68,127 $(16,611)$(3,738)$— $— $— $47,778 
Spectrum repacking reimbursements and other, net(2,307)— — — 2,307 — — 
Operating expenses2,188,877 (16,611)(3,738)— 2,307 — 2,170,835 
Operating income802,216 16,611 3,738 — (2,307)— 820,258 
Equity loss in unconsolidated investments, net(9,713)— — — — — (9,713)
Other non-operating items, net6,825 — — 507 — — 7,332 
Total non-operating expenses(188,538)— — 507 — — (188,031)
Income before income taxes613,678 16,611 3,738 507 (2,307)— 632,227 
Provision for income taxes135,481 4,291 60 127 (605)14,138 153,492 
Net income attributable to TEGNA Inc.476,955 12,320 3,678 380 (1,702)(14,138)477,493 
Earnings per share - diluted$2.14 $0.06 $0.02 $— $(0.01)$(0.06)$2.15 
Special Items
Year ended Dec. 31, 2020GAAP
measure		Workforce restructuring expenseM&A-related costsAdvisory fees related to activism defenseSpectrum repacking reimbursements and otherGains on equity method investmentsOther non-operating itemsSpecial tax itemsNon-GAAP measure
Cost of revenues$1,503,287 $(595)$— $— $— $— $— $— $1,502,692 
Business units - Selling, general and administrative expenses365,601 (372)— — — — — — 365,229 
Corporate - General and administrative expenses73,295 (54)(4,588)(23,087)— — — — 45,566 
Spectrum repacking reimbursements and other, net(9,955)— — — 9,955 — — — — 
Operating expenses2,066,798 (1,021)(4,588)(23,087)9,955 — — — 2,048,057 
Operating income870,982 1,021 4,588 23,087 (9,955)— — — 889,723 
Equity income (loss) in unconsolidated investments, net10,397 — — — — (22,606)— — (12,209)
Other non-operating items, net(34,029)— — — — — 38,319 — 4,290 
Total non-operating expenses(233,926)— — — — (22,606)38,319 — (218,213)
Income before income taxes637,056 1,021 4,588 23,087 (9,955)(22,606)38,319 — 671,510 
Provision for income taxes154,293 256 1,151 5,801 (2,646)(5,703)7,357 3,944 164,453 
Net income attributable to TEGNA Inc.482,778 765 3,437 17,286 (7,309)(16,903)30,962 (3,944)507,072 
Earnings per share - diluted$2.19 $— $0.02 $0.08 $(0.03)$(0.08)$0.14 $(0.02)$2.30 


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Non-GAAP consolidated results

The following is a comparison of our as adjusted non-GAAP financial results between 2021 and 2020. 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).
2021Change2020
Adjusted operating expenses$2,170,835 6%$2,048,057 
Adjusted operating income820,258 (8%)889,723 
Adjusted equity loss in unconsolidated investments, net(9,713)(20%)(12,209)
Adjusted other non-operating income7,332 71%4,290 
Adjusted total non-operating (expense)(188,031)(14%)(218,213)
Adjusted income before income taxes632,227 (6%)671,510 
Adjusted provision for income taxes153,492 (7%)164,453 
Adjusted net income attributable to TEGNA Inc.477,493 (6%)507,072 
Adjusted earnings per share - diluted$2.15 (7%)$2.30 

Adjusted EBITDA - Non-GAAP

Reconciliations of Adjusted EBITDA (inclusive and exclusive of Corporate expenses) to net income attributable to TEGNA Inc. presented in accordance with GAAP on our Consolidated Statements of Income is presented below (in thousands):
2021Change2020
Net income attributable to TEGNA Inc. (GAAP basis)$476,955 (1%)$482,778 
Plus (Less): Net income (loss) attributable to redeemable noncontrolling interest1,242 ***(15)
Plus: Provision for income taxes135,481 (12%)154,293 
Plus: Interest expense185,650 (12%)210,294 
Plus (Less): Equity loss (income) in unconsolidated investments, net9,713 ***(10,397)
(Less) Plus: Other non-operating items, net(6,825)***34,029 
Operating income (GAAP basis)$802,216 (8%)$870,982 
Plus: Workforce restructuring expense— (100%)1,021 
Plus: M&A-related costs3,738 (19%)4,588 
Plus: Advisory fees related to activism defense16,611 (28)23,087 
Less: Spectrum repacking reimbursements and other, net(2,307)(77%)(9,955)
Adjusted operating income (non-GAAP basis)$820,258 (8%)$889,723 
Plus: Depreciation64,841 (3%)66,880 
Plus: Amortization of intangible assets63,011 (7%)67,690 
Adjusted EBITDA (non-GAAP basis)$948,110 (7%)$1,024,293 
Corporate - General and administrative expense (non-GAAP basis)47,778 5%45,566 
Adjusted EBITDA, excluding Corporate (non-GAAP basis)$995,888 (7%)$1,069,859 
*** Not meaningful

Adjusted EBITDA margin was 33% (without corporate expense) and 32% including corporate. Our total Adjusted EBITDA decreased $76.2 million or 7% in 2021 compared to 2020. This decrease was primarily driven by the operational factors discussed above within the revenue and operating expense fluctuation explanation sections, most notably, the decrease in political revenue in 2021, following the 2020 presidential election year.






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Free cash flow reconciliation

Reconciliations from “Net income attributable to TEGNA Inc.” to “Free cash flow” are presented below (in thousands):
Two-year period ended December 31,
20212020
Net Income attributable to TEGNA Inc. (GAAP basis)$959,733$769,013
    Plus: Provision for income taxes289,774243,715
    Plus: Interest expense395,944415,764
    Plus: M&A-related costs8,32635,344
    Plus: Depreciation131,721127,405
    Plus: Amortization130,701117,794
    Plus: Stock-based compensation51,82140,452
    Plus: Company stock 401(k) contribution33,61126,027
    Plus: Syndicated programming amortization141,752131,835
    Plus: Reimbursement from Company-owned life insurance policies1,005—
    Plus: Workforce restructuring expense1,0217,385
    Plus: Advisory fees related to activism defense39,69829,167
    Plus: Cash dividend from equity investments for return on capital11,8067,698
    Plus: Cash reimbursements from spectrum repacking18,12230,154
    Plus: Other non-operating items, net27,20422,069
    Plus: Net loss attributable to redeemable noncontrolling interest1,227(15)
    Less: Income tax payments(264,053)(168,934)
    Less: Spectrum repacking reimbursement and other, net(12,262)(15,290)
    Less: Equity income in unconsolidated investments, net(684)(20,546)
    Less: Syndicated programming payments(147,305)(132,715)
    Less: Pension contributions(11,470)(28,234)
    Less: Interest payments(380,569)(386,852)
    Less: Purchases of property and equipment(108,575)(133,855)
Free cash flow (non-GAAP basis)$1,318,548$1,117,381
Revenue$5,928,873$5,237,277
Free cash flow as a % of revenue22.2 %21.3 %
Our free cash flow, a non-GAAP performance measure, was $1.32 billion and $1.12 billion for the two-year periods ended December 31, 2021 and 2020, respectively. The increase in free cash flow is primarily due to increases in retransmission and political revenue.

FINANCIAL POSITION

Liquidity and capital resources

Our operations have historically generated strong positive cash flow which, along with availability under our existing revolving credit facility and cash and cash equivalents on hand, have been sufficient to fund our capital expenditures, interest expense, dividends, investments in strategic initiatives (including acquisitions) and other operating requirements.

The COVID-19 pandemic has had far-reaching impacts on many aspects of our operations, directly and indirectly, including our employees, consumer behavior, distribution of our content, our vendors, and the overall market. The full impact of the COVID-19 pandemic, particularly with regardDISH service interruption in the fourth quarter.
Premion revenue growth.
Premion achieved more than 40 percent growth in 2021 relative to 2020 despite the absence of political revenue and the ongoing weakness in the auto category due to supply chain issues.
Reconciliations of the following
non-GAAP
financial measures to the broader advertising industry, remains uncertain and continues to evolve. However, during 2021, the U.S. economy continued on a path towards recovery with millions of Americans receiving COVID-19 vaccines, states and municipalities increasingly reopening and continued growth in employment, although the development of new variants of the virus continues to cause concern. In addition, the U.S. federal government continued to enact policies to provide fiscal stimulus to the economy and relief to those affected by the pandemic, with stimulus bolstering household financesCompany’s results as well as those of small businesses, states and municipalities.

The improving conditions around the pandemic, coupled with strategic actions we’ve taken with our 2020 and 2019 debt refinancings and reduction of discretionary spending, have helped strengthen our financial position. On March 29, 2021, we
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announced that our Board of Directors approved a dividend increase of ten cents per share on an annual basis, to $0.38 per common share, which represents an approximately 36% increase above the prior dividend. We paid dividends totaling $78.5 million in 2021 and $76.5 million in 2020. We expect to continue to pay our regular quarterly dividend of $0.095 per share through the closing of the Merger, which is the maximum rate and frequency permitted by the Merger Agreement.

As of December 31, 2021, we were in compliance with all covenants contained in our debt agreements and credit facility and our leverage ratio, calculated in accordance with our revolving credit agreement, was 3.19x, well below the permitted leverage ratio of less than 5.50x. The leverage ratio is calculated using annualized adjusted EBITDA (as defined in the agreement) for the trailing eight quarters. We believe that we will remain compliant with all covenants for the foreseeable future. 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.

Contractual obligations

An important use of our liquidity pertains to purchasing programming rights. Most of our stations have network affiliations agreements with major broadcast networks (ABC, CBS, NBC, and Fox). Under these agreements, the television networks produce and distribute programming to us in exchange for our stations commitments to air the programming at specified times and to pay the networks compensation at fixed or variable rates (such as a rate per number of MVPD subscribers accessing the programming). The network affiliation agreements generally have a three-year term. In addition, programming rights include acquired syndicated programming (television series and movies that are purchased on a group basis for use by our owned stations). These contracts typically cover a period of up to five years, with payments typically made over several years. As of December 31,2021, we had total programming commitments of $1.35 billion, of which $808.4 million will be settled within the next twelve months. See Note 11 to the consolidated financial statements for further details regarding programming commitments.

We also secure our on-air talent and other key personnel at our television stations through multi-year talent and employment agreements. We expect our contracts for talent and other key personnel will be renewed or replaced with similar agreements upon their expiration. As of December 31, 2021, amounts duereported under these contracts were approximately $236.8 million, of which approximately $133.6 million will be paid within the next twelve months.

Other material contractual obligations include our operating leases (see Note 7 to the consolidated financial statements for further details) as well as our long-term debt and interest payments (see ‘Long-term debt’ section below, as well as Note 5 to the consolidated financial statements for further details).

Cash Flows

The following table provides a summary of our cash flow information for the three years ended December 31, 2021 followed by a discussion of the key elements of our cash flows (in thousands):
202120202019
Cash at beginning of year$40,968 $29,404 $135,862 
Operating activities:
    Net income478,197 482,763 286,235 
    Depreciation, amortization and other non-cash adjustments204,461 202,189 156,858 
    Pension expense, net of pension contribution(19,139)(10,400)(19,447)
    (Increase) decrease in accounts receivable(88,687)27,474 (86,245)
    (Decrease) increase in interest and taxes payable(53,303)66,466 (8,284)
    Other, net(19,917)36,644 (31,644)
Net cash flows from operating activities501,612 805,136 297,473 
Investing activities:
Payments for acquisitions of businesses, net of cash acquired(13,335)(34,841)(1,514,183)
All other investing activities(55,921)(24,680)(49,287)
Net cash used for investing activities(69,256)(59,521)(1,563,470)
Net cash (used for) provided by financing activities(416,335)(734,051)1,159,539 
Net change in cash16,021 11,564 (106,458)
Cash at end of year$56,989 $40,968 $29,404 

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Operating Activities

Cash flow from operating activities was $501.6 million in 2021, compared to $805.1 million in 2020. This $303.5 million decrease was primarily driven by a $385.0 million decrease in political revenue. As political advertisements are typically paid upfront, they provide an immediate benefit to operating cash flow as compared to non-political advertising which is billed and collected in arrears after the advertisement has been delivered. Also contributing to the decrease was an increase in tax payments of $94.3 million in 2021 as compared to 2020. This increase was driven by the adverse impact of COVID-19 on our 2020 financial results, particularly during the first six months of 2020. The subsequent recovery in demand for advertising thereafter resulted in an increase in our taxable income and led to the increase in tax payments in 2021. Partially offsetting the decline in operating cash flow was a $21.0 million decline in interest payments due to a lower average debt balance in 2021, mainly driven by a lower average balance on our revolving credit facility.

Investing Activities
Cash flow used for investing activities was $69.3 million in 2021, compared to $59.5 million in 2020. The increase of $9.8 million was primary due to a $17.6 million increase in the purchase of property and equipment, a decrease in spectrum reimbursement of $8.2 million and $21.5 million less being spent on acquisitions in 2021 as compared to 2020.

Financing Activities

Cash flow used for financing activities was $416.3 million in 2021, compared to $734.1 million in 2020. The change was primarily due to debt activity in 2020. Specifically, in January 2020 we issued $1.0 billion of unsecured notes, the proceeds of which were used to redeem $650.0 million of unsecured notes due in October 2023 and $310.0 million due in July 2020. Additionally, in September 2020 we issued $550 million of senior unsecured notes. In October 2020, we repaid the entire $350 million aggregate principal amount of our 4.875% senior unsecured notes due in 2021 and $188 million aggregate principal amount of our 5.500% senior unsecured notes due in 2024. We incurred fees of $41.4 million related to this debt activity and an amendment of the revolving credit facility.

We also had net repayments of $189.0 million on our revolving credit facility in 2021 as compared to net repayments of $548.0 million in 2020. In addition, in 2021 we repaid the remaining $137 million of our 5.500% unsecured senior notes, which were due in September 2024.

For a comparative discussion of changes in our cash flow comparing the years ended December 31, 2020 and December 31, 2019, see “Part II, Item 7. Financial Position” of our annual report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 1, 2021.

Long-term debt

As of December 31, 2021, our total principal debt outstanding was $3.26 billion, cash and cash equivalents totaled $57.0 million, and we had unused borrowing capacity of $1.33 billion under our revolving credit facility, which is our primary source for funding short-term cash requirements. As of December 31, 2021, approximately $3.09 billion, or 95%, of our debt had a fixed interest rate. See “Note 5 Long-term debt” to our consolidated financial statements for a table summarizing the components of our long-term debt.

On December 3, 2021 we utilized available cash and our revolving credit facility to repay the remaining $137 million of our 5.500% unsecured senior notes, which were due in September 2024. We incurred $1.3 million of early redemption fees and wrote off $1.2 million of unamortized financing fees and discounts related to this early payoff of the 2024 notes.

We expect our existing cash and cash equivalents, cash flow from our operations and borrowing capacity under the revolving credit facility will be sufficient to satisfy our debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months and beyond. Our interest payments may be repaid with cash flow from operating activities, accessing capital markets or a combination of both. Interest payments on the senior notes are based on the stated cash coupon rate. As of December 31, 2021, we had future interest payments on our senior notes of $1.00 billion, of which $160.3 million will be paid within the next twelve months. We also had $166.0 million of outstanding borrowings under our revolving credit facility as of December 31, 2021. Future interest payments on the revolving credit facility are not known with certainty as payments into and out of the credit facility can change daily and interest payments are based on variable interest rates. For illustrative purposes, assuming the December 31, 2021 revolving credit facility balance does not change during 2022 and rates remain at the same level as those existing as of December 31, 2021, we estimate interest payments in 2022 will be approximately $5.3 million.

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The following schedule discloses future annual maturities of the principal amount of total debt due (in thousands):

Repayment schedule of principal long-term debt as of Dec. 31, 2021
2022$— 
2023— 
2024 (1)
166,000 
2025— 
2026550,000 
Thereafter2,540,000 
Total$3,256,000 
(1) Assumes the current revolving credit facility borrowings come due in 2024 and the revolving credit facility is not extended.

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, 2021, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.

Capital stock

In December 2020, our Board of Directors authorized a new share repurchase program for up to $300.0 million of our common stock over the next three years. From 2019 through 2021, no shares were repurchased. Certain of the shares we previously acquired have been reissued in settlement of employee stock awards. As a result of the announcement of the Merger Agreement on February 22, 2022, we have suspended share repurchases under this program.

Our common stock outstanding as of December 31, 2021, totaled 221,406,177 shares, compared with 219,500,272 shares as of December 31, 2020.

Critical accounting policies and estimates

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

Goodwill: As of December 31, 2021, our goodwill balance was $2.98 billion and represented approximately 43% 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 2021, we elected not to perform the optional qualitative assessment of goodwill and instead performed the quantitative impairment test.

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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 2021 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 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 our stock price and future fair value estimates.

Indefinite Lived Intangibles: This category consists entirely of FCC broadcast licenses related to our acquisitions of television stations. As of December 31, 2021, indefinite lived intangible assets were $2.12 billion and represented approximately 31% 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). Because these licenses are considered indefinite lived intangible assets we do not amortize them. Instead, they are tested for impairment annually (on the first day of our fourth quarter), or more often if circumstances dictate, for impairment and written down to fair value as required.

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 2021, we elected not to perform the optional qualitative assessment, and instead performed the quantitative impairment assessment for all of our FCC broadcast licenses. We have FCC licenses acquired in the KFMB-San Diego station acquisition in 2018 as well as those acquired in our 2019 acquisitions (Gray stations, Dispatch stations, and Nexstar stations), which represented an aggregate carrying value of $897.7 million. These licenses have more limited headroom due to the fact that we recently recorded them at fair value upon their respective acquisition, and as a result are more susceptible to the risk of impairment due to changes in underlying market factors.

The quantitative analysis performed included projected estimated economic impacts from the COVID-19 pandemic. Changes in key fair value assumptions used in our analysis could result in future non-cash impairment charges, and any related impairment could have a material adverse impact on our results of operations. Changes in key fair value assumptions that could result in a future impairment charge include increases in discount rates and declines in market revenues. A 100 basis point increase in our discount rate or a 10% decline in market revenues (holding all other assumptions in the fair value model constant) would result in an aggregate impairment charge of approximately $17.0 million or less.

Pension Liabilities: Certain employees participate in qualified and non-qualified defined benefit pension plans (see Note 6 to consolidated financial statements). 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.

40

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 2021, we assumed a rate of 6.50% 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 2021 by approximately $2.7 million. The effects of actual results differing from this assumption is accumulated as unamortized gains and losses.

For the December 31, 2021 measurement, the assumption used for the discount rate was 2.89% for our TRP and SERP plans. 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 2021 (with all other assumptions held constant) would have decreased or increased plan obligations by approximately $30.9 million. For 2021, the discount rate used to determine the pension expense was 2.54%. A 50 basis points increase or decrease in this discount rate would have decreased or increased total pension plan expense for 2021 by approximately $0.6 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, 2021, deferred tax asset valuation allowances totaled $41.9 million, primarily related to federal and state capital losses, accrued compensation costs, minority investments, 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.
41

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 had $166.0 million in floating interest rate obligations outstanding on December 31, 2021, 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 $0.8 million. Refer to Note 8 to the consolidated financial statements for information regarding the fair value of our long-term debt.

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


42

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page
FINANCIAL STATEMENTS
44
46
48
49
50
51
52

43

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 sheets of TEGNA Inc. and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of income, of comprehensive income, of equity and redeemable noncontrolling interest and of cash flows for each of the three years in the period ended December 31, 2021, 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, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States may be found in the Company’s Form
10-K,
filed March 1, 2022: adjusted EBITDA – page 35.
10
Table of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.Contents

Basis for Opinions

PAY FOR PERFORMANCE
The Company’s management is responsibleCommittee supports compensation policies that place a heavy emphasis on pay for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessmentperformance. Having our NEOs receive a higher proportion 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 opinionstheir long-term awards as performance shares that may be earned, if at all, based on the Company’s consolidated financial statements and onachievement of performance goals established by the Committee rather than restricted stock units (which are service-based) strengthens the pay for performance aspect of the Company’s internal control over financial reporting basedlong-term incentive program. The percentage of NEO annual equity awards granted on February 28, 2021 (based on grant date value) that were performance-based were 70% for our audits. We are a public accounting firm registered withCEO and 55% for each of the Public Company Accounting Oversight Board (United States) (PCAOB)other NEOs.
A MAJORITY OF OUR CEO’S 2021 TARGET PAY WAS PERFORMANCE-BASED
LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE RESPONSIBILITIES
The Committee oversees the Company’s executive compensation program and are requiredis responsible for:
Evaluating and approving the Company’s executive compensation plans, principles and programs;
Administering the Company’s equity incentive plans and granting bonuses and equity awards to be independent with respectour senior executives;
Reviewing and approving on an annual basis corporate goals and objectives relevant to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulationscompensation of the SecuritiesCompany’s President and Exchange CommissionCEO and the PCAOB.its other senior executives; and

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

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

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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 matter communicated belowis a matterarising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
44

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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment assessments for certain FCC broadcast licenses acquired in the KFMB, Gray stations, Dispatch stations, and Nexstar stations acquisitions

As described in Notes 1 and 2 to the consolidated financial statements, the Company’s consolidated FCC broadcast licenses balance was $2.1 billion as of December 31, 2021, of which $897.7 million related to FCC broadcast licenses acquired in the KFMB, Gray stations, Dispatch stations, and Nexstar stations acquisitions. In 2021, the Company elected to perform a quantitative impairment assessment for all FCC licenses. Intangible assets with indefinite lives are tested annually, or more often if circumstances dictate, for impairment and written down to fair value as required. Fair value is estimated by management using an income approach called the Greenfield method. The Greenfield method utilizes a discounted cash flow model that incorporates several key assumptions, including but not limited to market revenues, estimated profit margins based on market size and station type, and the discount rate (determined by management using a weighted average cost of capital).

The principal considerations for our determination that performing proceduresReviewing risks relating to the impairment assessmentsCompany’s executive compensation plans, principles and programs.
The Committee also regularly reviews other components of executive compensation, including benefits, perquisites and post-termination pay. The Board has historically delegated to the Company’s President and CEO the authority for certain FCC broadcast licenses acquired inapproving equity grants to employees other than our senior executives within the KFMB, Gray stations, Dispatch stations,parameters of a pool of shares approved by the Board.
GUIDING PRINCIPLES
In making its NEO compensation decisions, the Committee is guided by the following principles:
Pay for performance
—Compensation should place a heavy emphasis on pay for performance and Nexstar stations acquisitions issubstantial portions of total compensation should be “at risk.”
Attract, retain and motivate
—We are committed to attracting and retaining superior executive talent by offering a critical audit matter are the significant judgment by management when developing the fair value measurement of the FCC broadcast licenses. This in turn ledcompetitive compensation structure that motivates key employees to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to market revenues, estimated profit margins based on market size and station type, and the discount rate. In addition, the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with formingensure our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s impairment assessments, including controls over the valuation of the Company’s FCC broadcast licenses for certain licenses acquired in the KFMB, Gray stations, Dispatch stations,success and Nexstar stations acquisitions. These procedures also included, among others, (i) testing management’s process for developing the fair value estimates; (ii) evaluating the appropriateness of the discounted cash flow model; (iii) testing the completeness, accuracy, and relevance of underlying data used in the model; and (iv) evaluating the significant assumptions used by management related to market revenues, estimated profit margins based on market size and station type, and the discount rate. Evaluating management’s assumptions related to market revenues and estimated profit margins based on market size and station type involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance 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. The discount rate was 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 discount rate assumption.long-term strength.

/s/ PricewaterhouseCoopers LLP

Washington, District of Columbia
March 1, 2022

We have served as the Company’s auditor since 2018.
45
Fairness and Alignment
—Compensation should be fair to both executives and shareholders, and should align the interests of our executives with those of our shareholders.
11
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Pay competitively
—We provide compensation opportunities generally in line with those afforded to executives holding similar positions at comparable companies.
Promote stock ownership
—As a key part of our shareholder alignment efforts, we expect each of our senior executives to acquire and maintain a meaningful level of investment in Company common stock. Minimum levels of senior executive stock ownership are regularly reviewed by the Committee and approved by the full Board.
The following table reflects the minimum stock ownership guideline for each NEO. As of the date of this report, all of the NEOs significantly exceed their minimum ownership guideline.
TEGNA Inc.
NAME
MINIMUM

GUIDELINE

MULTIPLE

OF BASE

SALARY
MR. LOUGEE
5X
MS. HARKER
3X
MS. BEALL
2X
MR. HARRISON
1X
The Company’s stock ownership guidelines require that executives hold all
after-tax
shares they receive from the Company as compensation until they have met the stock ownership guidelines detailed above.
COMPENSATION-RELATED GOVERNANCE PRACTICES
The Board’s commitment to strong corporate governance practices extends to the compensation plans, principles, programs and policies established by the Committee. The Company’s compensation-related governance practices and policies of note include the following:
✓
CONSOLIDATED BALANCE SHEETS
Performance-based pay
. A significant percentage of the compensation we provide to our NEOs is performance-based.
In thousands of dollars
Dec. 31,
20212020
ASSETS
Current assets
Cash and cash equivalents$56,989 $40,968 
Accounts receivable, net of allowances of $4,371 and $7,035, respectively642,280 550,755 
Other receivables15,496 14,031 
Syndicated programming rights53,100 47,331 
Prepaid expenses and other current assets19,724 19,509 
Total current assets787,589 672,594 
Property and equipment
Land86,447 86,456 
Buildings and improvements341,112 329,088 
Equipment, furniture and fixtures615,531 593,517 
Construction in progress10,761 17,398 
Total1,053,851 1,026,459 
Less accumulated depreciation(586,656)(556,100)
Net property and equipment467,195 470,359 
Intangible and other assets
Goodwill2,981,587 2,968,693 
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $298,593 and $235,582, respectively2,441,488 2,503,644 
Right-of-use assets for operating leases87,279 97,190 
Investments and other assets152,508 136,219 
Total intangible and other assets5,662,862 5,705,746 
Total assets$6,917,646 $6,848,699 
✓
Outcome alignment
. Each year we review the Company’s compensation and financial performance against internal budgets, financial results from prior years and Peer Group market data to make sure that executive compensation outcomes are aligned with the absolute and relative performance of the Company.
✓
Cap on incentive payouts
. Under the annual bonus plan, maximum payouts for executives are capped at 200% of target. Performance share payouts are also capped at 200% of target.
✓
Double-trigger equity vesting upon a change in control
. A change in control of the Company will not accelerate the vesting of equity awards unless the recipient has a qualifying termination of employment within two years following the date of the change in control (or the awards are not continued or assumed in connection with the change in control).
✓
Clawback
. We have a recoupment policy which provides:
That fraud or intentional misconduct by any employee that results in an accounting restatement due to material
non-compliance
with the securities laws would trigger a recoupment of certain incentive compensation from the responsible employee, as determined by the Committee; and
46That the Committee may recoup up to 3 years of an employee’s incentive compensation if that employee’s gross negligence or intentional misconduct caused the Company material harm (financial, competitive, reputational or otherwise).

✓
No guaranteed bonuses
. The Company’s executive officers are not entitled to receive guaranteed bonuses.
✓
No unearned dividends.
We do not pay dividends or dividend equivalents on unearned performance shares or unpaid restricted stock unit awards granted to employees.
✓
All new
change-in-control
arrangements are double trigger without excise tax
gross-ups
. Severance for executives who became eligible to participate in a change in control severance plan after April 15, 2010 is double trigger and those executives are not eligible for an excise tax
gross-up.
✓
Risk evaluation
. We regularly evaluate the risks associated with the Company’s compensation plans and programs and consider the potential relationship between compensation and risk taking.
✓
No income tax
gross-ups
. We do not offer income tax
gross-ups
except in our relocation program.
TEGNA Inc.
CONSOLIDATED BALANCE SHEETS
In thousands of dollars, except par value and share amounts
Dec. 31,
20212020
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
Current liabilities
Accounts payable$72,996 $58,049 
Accrued liabilities
Compensation55,179 46,213 
Interest45,905 47,249 
    Contracts payable for programming rights98,534 130,522 
Other91,098 78,219 
Income taxes payable11,420 63,923 
Total current liabilities375,132 424,175 
Noncurrent liabilities
Deferred income tax liability548,374 530,240 
Long-term debt3,231,970 3,553,220 
Pension liabilities58,063 85,908 
Operating lease liabilities88,970 99,337 
Other noncurrent liabilities79,102 82,791 
Total noncurrent liabilities4,006,479 4,351,496 
Total liabilities4,381,611 4,775,671 
Commitments and contingent liabilities (see Note 11)00
Redeemable noncontrolling interest (see Note 11)$16,129 $14,933 
Shareholders’ equity
Common stock of $1 par value per share, 800,000,000 shares authorized, 324,418,632 shares issued324,419 324,419 
Additional paid-in capital27,941 113,267 
Retained earnings7,459,380 7,075,640 
Accumulated other comprehensive loss(97,216)(121,076)
Less treasury stock at cost, 103,012,455 shares and 104,918,360 shares, respectively(5,194,618)(5,334,155)
Total equity2,519,906 2,058,095 
Total liabilities, redeemable noncontrolling interest and equity$6,917,646 $6,848,699 
12
The accompanying notes are an integral part of these consolidated financial statements.
47
Table of Contents

✓
Anti-hedging
. We maintain a policy that prohibits the Company’s employees and directors from hedging or short-selling the Company’s shares.
✓
Anti-pledging
. We maintain a policy that prohibits the Company’s executive officers and directors from pledging the Company’s shares.
✓
Multi-dimensional performance assessment
. Between the Company’s annual bonus and the performance share component of annual equity grants, NEO performance is assessed in variety of ways, covering the income and cash-flow statements as well as a variety of key KPIs, including both quantitative and qualitative assessments.
✓
No excessive perquisites.
We do not provide significant perquisites to our named executive officers under our executive compensation program.
SAY ON PAY

80.4% of our shareholders supported our executive compensation program at the Company’s 2021 annual meeting of shareholders. This level of support was inconsistent with the results of the Company’s
Say-on-Pay
votes during the three years prior to the 2020 and 2021 annual meetings, which were contested, each of which reflected shareholder support in excess of 90%. The Committee reviews and thoughtfully considers the results of Say on Pay votes when evaluating our executive compensation program. Additionally, it is our practice to actively engage our shareholders throughout the year to garner feedback, including with respect to our executive compensation programs and policies. In early 2021, management and directors met with investors owning approximately 54% of our outstanding common shares and, at the majority of these meetings, discussed the Company’s continuing response to
COVID-19,
human capital management, executive compensation program and other compensation-related matters. During these discussions, investors indicated support for our overall compensation program. As a result, similar to 2020, we believe that the lower level of support of our executive compensation program in 2021 as compared to prior years was attributable to the fact that the Company’s 2021 annual meeting was contested and proxies were solicited against this proposal as well as for a dissident slate of directors. In fact, excluding the dissident’s vote, 88.4% of our shareholders supported our executive compensation programs.
Overview of Executive Compensation Program
Key Components of Annual Compensation Decisions
The Company has designed an executive compensation program that is currently comprised of several components, as more fully discussed in the pages that follow. The key components of the Company’s annual compensation decisions are described in the following table. Based on the feedback and support the Company received during its shareholder engagement efforts in connection with the 2021 Annual Meeting, no significant changes to the Company’s executive compensation program were implemented for 2021 or 2022.
TEGNA Inc.
Component
Description
Performance
CONSOLIDATED STATEMENTS OF INCOME
Considerations
Pay Objective
BASE SALARY
Pay for service in executive role.Based on the nature and responsibility of the position, achievement of key performance indicators, internal pay equity among positions and competitive market data.Attraction and retention. Base salary adjustments also allow the Committee to reflect an individual’s performance, scope of the position, and/or changed responsibilities.
ANNUAL BONUS
Short-term program providing NEOs with an annual cash bonus payment.
Based on the Committee’s assessment of each NEO’s achievement of annual key performance indicators as well as contributions to Company-wide performance.
Reward performance in attaining Company and individual performance goals based on the Company’s financial and strategic goals on an annual basis.
In thousands of dollars, except per share amounts
Year ended Dec. 31,
202120202019
Revenues$2,991,093 $2,937,780 $2,299,497 
Operating expenses:
Cost of revenues1
1,598,759 1,503,287 1,228,237 
Business units - Selling, general and administrative expenses396,446 365,601 326,804 
Corporate - General and administrative expenses68,127 73,295 80,144 
Depreciation64,841 66,880 60,525 
Amortization of intangible assets63,011 67,690 50,104 
Spectrum repacking reimbursements and other, net (see Note 10)(2,307)(9,955)(5,335)
Total2,188,877 2,066,798 1,740,479 
Operating income802,216 870,982 559,018 
Non-operating income (expense):
Equity (loss) income in unconsolidated investments, net(9,713)10,397 10,149 
Interest expense(185,650)(210,294)(205,470)
Other non-operating items, net6,825 (34,029)11,960 
Total(188,538)(233,926)(183,361)
Income before income taxes613,678 637,056 375,657 
Provision for income taxes135,481 154,293 89,422 
Net Income478,197 482,763 286,235 
Net (income) loss attributable to redeemable noncontrolling interest(1,242)15 — 
Net income attributable to TEGNA Inc.$476,955 $482,778 $286,235 
Earnings per share - basic$2.15 $2.20 $1.32 
Earnings per share - diluted$2.14 $2.19 $1.31 
Weighted average number of common shares outstanding:
Basic shares221,504 219,232 217,138 
Diluted shares222,471 219,733 217,977 
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.
48
13

Table of Contents

TEGNA Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
In thousands of dollars
Year ended Dec. 31,
202120202019
Net income$478,197 $482,763 $286,235 
Other comprehensive (loss) income, before tax:
Foreign currency translation adjustments743 138 (774)
Pension and other post-retirement benefit items:
Recognition of previously deferred post-retirement benefit plan costs5,217 6,209 5,764 
Actuarial gain (loss) arising during the period4,463 22,574 (13,822)
        Pension payment timing related charge946 — 686 
Pension and other postretirement benefit items10,62628,783(7,372)
   Unrealized gain on available-for-sale investment during the period20,800 — — 
Other comprehensive income (loss), before tax32,169 28,921 (8,146)
Income tax effect related to components of other comprehensive income (loss)(8,309)(7,400)2,060 
Other comprehensive income (loss), net of tax23,86021,521(6,086)
Comprehensive income502,057 504,284 280,149 
Comprehensive loss attributable to redeemable non-controlling interest(1,242)15 — 
Comprehensive income attributable to TEGNA Inc.$500,815 $504,299 $280,149 
The accompanying notes are an integral part of these consolidated financial statements.

49

TEGNA Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands of dollarsYear ended Dec. 31,
202120202019
Cash flows from operating activities:
Net income$478,197 $482,763 $286,235 
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation64,841 66,880 60,525 
Amortization of intangible assets63,011 67,690 50,104 
Stock-based compensation31,515 20,306 20,146 
Company stock 401(k) contribution17,142 16,469 9,558 
Amortization of deferred financing costs, debt discounts and premiums8,323 20,251 12,012 
Losses (gains) on assets— 12,457 (7,402)
Provision for deferred income taxes9,916 8,533 22,064 
Equity loss (income) in unconsolidated investees, net9,713 (10,397)(10,149)
Pension contributions, net of income(19,139)(10,400)(19,447)
Changes in operating assets and liabilities, net of acquisitions:
(Increase) decrease in accounts receivable(88,687)27,474 (86,245)
Increase (decrease) in accounts payable14,947 7,245 (29,526)
(Decrease) increase in interest and taxes payable(53,303)66,466 (8,284)
Increase in deferred revenue1,589 1,013 1,007 
Changes in other assets and liabilities, net(36,453)28,386 (3,125)
Net cash flows from operating activities501,612 805,136 297,473 
Cash flows from investing activities:
   Purchase of property and equipment(63,076)(45,499)(88,356)
   Reimbursement from spectrum repacking4,942 13,180 16,974 
   Payments for acquisitions of businesses and other assets, net of cash acquired(13,335)(34,841)(1,514,183)
   Payments for investments(1,791)(2,415)(4,986)
   Proceeds from investments3,701 5,028 4,698 
   Proceeds from sale of businesses and assets303 5,026 22,383 
Net cash used for investing activities(69,256)(59,521)(1,563,470)
Cash flows from by financing activities:
   (Payments of) proceeds from borrowings under revolving credit facilities, net(189,000)(548,000)853,000 
   Proceeds from borrowings— 1,550,000 1,100,000 
   Debt repayments(137,000)(1,623,000)(710,000)
   Payments for debt issuance and premiums for early redemption costs(1,256)(41,378)(22,018)
   Dividends paid(78,465)(76,465)(60,624)
Other, net(10,614)(9,208)(819)
   Proceeds from sale of minority ownership interest in Premion— 14,000 — 
Net cash (used for) provided by financing activities(416,335)(734,051)1,159,539 
Increase (decrease ) in cash16,021 11,564 (106,458)
Balance of cash at beginning of year40,968 29,404 135,862 
Balance of cash at end of year$56,989 $40,968 $29,404 
Supplemental cash flow information:
Cash paid for income taxes, net of refunds$179,164 $84,889 $84,045 
Cash paid for interest$179,803 $200,766 $186,086 

The accompanying notes are an integral part of these consolidated financial statements.
50


TEGNA Inc.
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTEREST
In thousands of dollars, except per share data
TEGNA Inc. Shareholders’ Equity 
Redeemable noncontrolling interest
Common
stock
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive
income (loss)
Treasury
stock
Total
Balance as of Dec. 31, 2018$— $324,419 $301,352 $6,429,512 $(136,511)$(5,577,848)$1,340,924 
Net Income— — — 286,235 — — 286,235 
Other comprehensive loss, net of tax— — — — (6,086)— (6,086)
Total comprehensive income280,149 
Dividends declared: $0.28 per share— — — (60,659)— — (60,659)
Company stock 401(k) contribution— — (23,090)— — 32,648 9,558 
Stock-based awards activity— — (51,990)— — 51,170 (820)
Stock-based compensation— — 20,146 — — — 20,146 
Other activity— — 1,079 — — — 1,079 
Balance as of Dec. 31, 2019$— $324,419 $247,497 $6,655,088 $(142,597)$(5,494,030)$1,590,377 
Net Income (loss)(15)— — 482,778 — — 482,778 
Other comprehensive loss, net of tax— — — — 21,521 — 21,521 
Total comprehensive income504,299 
Dividends declared: $0.28 per share— — — (61,278)— — (61,278)
Company stock 401(k) contribution— — (71,808)— — 88,277 16,469 
Stock-based awards activity— — (80,805)— — 71,598 (9,207)
Stock-based compensation— — 20,306 — — — 20,306 
Sale of minority interest in Premion14,000 — — — — — — 
Adjustment of redeemable noncontrolling interest to redemption value948 — — (948)— — (948)
Other activity— — (1,923)— — — (1,923)
Balance as of Dec. 31, 2020$14,933 $324,419 $113,267 $7,075,640 $(121,076)$(5,334,155)$2,058,095 
Net Income1,242 — — 476,955 — — 476,955 
Other comprehensive loss, net of tax— — — — 23,860 — 23,860 
Total comprehensive income500,815 
Dividends declared: $0.36 per share— — — (78,466)— — (78,466)
Company stock 401(k) contribution— — (32,777)(14,795)— 64,714 17,142 
Stock-based awards activity— — (85,436)— — 74,823 (10,613)
Stock-based compensation— — 31,515 — — — 31,515 
Adjustment of redeemable noncontrolling interest to redemption value(46)— — 46 — — 46 
Other activity— — 1,372 — — — 1,372 
Balance as of Dec. 31, 2021$16,129 $324,419 $27,941 $7,459,380 $(97,216)$(5,194,618)$2,519,906 
The accompanying notes are an integral part of these consolidated financial statements.


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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 64 television stations operating and 2 radio stations in 51 U.S. markets, offering high-quality television programming and digital content. We also own leading multicast networks True Crime Network, Twist and Quest. Each television station also has a robust digital presence across online, mobile and social platforms, reaching consumers on all devices and platforms they use to consume news content. Through TEGNA Marketing Solutions (TMS), our integrated sales and back-end fulfillment operations, we deliver results for advertisers across television, digital and over-the-top (OTT) platforms, including Premion, our OTT advertising network.

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. 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.

COVID-19 pandemic: Since early 2020, the world has been, and continues to be, impacted by the novel coronavirus (COVID-19) and its variants. The COVID-19 pandemic has brought unprecedented challenges including widespread economic and social change throughout the United States. The U.S. economy continued on a path to recovery during 2021 with millions of Americans receiving COVID-19 vaccines, states/municipalities increasingly reopening and continued growth in employment. In addition, the U.S. federal government continued to enact policies to provide fiscal stimulus to the economy and relief to those affected by the pandemic, with the stimulus bolstering household finances as well as those of small businesses, states and municipalities. Our AMS revenues were most negatively impacted by the pandemic in the second quarter of 2020 but since then AMS has improved as steps toward economic re-opening were implemented and as federal government stimulus programs were enacted. However, there continues to be considerable uncertainty regarding how current and future health and safety measures implemented in response to the pandemic will impact our business.

The impact of COVID-19 and the extent of its adverse impact on our financial and operating results will be dictated by the degree to which the pandemic continues to affect our advertising customers. This will depend on future pandemic-related developments including the severity of COVID-19 variants, disruptions to our customers’ supply chains and impacts to their advertising and marketing purchasing patterns, the effectiveness, distribution and acceptance of COVID-19 vaccines and booster shots, consumer confidence; and U.S. government actions to prevent and manage the virus spread, all of which are uncertain and cannot be predicted. While we use the best information available in developing significant estimates included in our financial statements, the effects of the pandemic on our operations may not be fully realized, or reflected in our financial results, until future periods. As such, actual results could differ from our estimates and these differences resulting from changes in facts and circumstances could be material.

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. In 2021, we reclassified amounts previously recorded as noncurrent "Income taxes" to "Other noncurrent liabilities" in the Consolidated Balance Sheets and, as a result, the prior year balance has been reclassified to conform to current year presentation.

Segment presentation: We operate 1 operating and reportable segment, which primarily consists of our 64 television stations and 2 radio stations operating in 51 markets. Our reportable segment structure has been determined based on our management and internal reporting structure, the nature of products and services we offer, and the financial information that is evaluated regularly by our chief operating decision maker.

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. Our allowance also takes into account expected future trends which may impact our customers’ ability to pay, such as economic growth, unemployment and demand for our products and services, including the impacts of the COVID-19 pandemic on these trends. We monitor the credit quality of our customers and their ability to pay through the use of analytics and communication with individual customers. Bad debt expense is included in “Business units - Selling, general and administrative expenses” on our Consolidated Statements of Income. In 2021, we had a net reversal of bad
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debt expense of $0.7 million, resulting from improved collections during 2021. We had bad debt expense of $8.0 million in 2020 and $2.4 million in 2019. Write-offs of trade receivables (net of recoveries) were $1.9 million in 2021, $4.7 million in 2020 and $3.0 million in 2019.

Property and equipment: Property and equipment are recorded at cost, and depreciation expense is recorded 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 2021, 2020 and 2019, we had expenditures related to the Federal Communication Commission’s (FCC) repack project. See Note 11 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 2021 and 2019 related to long-lived assets. See Note 10 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 $2.98 billion and $2.97 billion as of December 31, 2021 and 2020, respectively. 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 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 2021, we elected not to perform the optional qualitative assessment of goodwill and instead performed the quantitative impairment test.

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 1 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 2021, 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, which utilizes a discounted cash flow model that incorporates several key assumptions, including market revenues, long-term growth projections, estimated market share for a typical market participant, estimated profit margins based on market size and station type, and a discount rate (determined using a weighted average cost of capital). 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.

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In 2021, we elected to perform the quantitative assessment for all of our FCC licenses. We have FCC licenses acquired in the KFMB acquisition as well as those acquired in our 2019 acquisitions (Gray stations, Dispatch stations, and Nexstar stations), which represented an aggregate carrying value of $897.7 million. These licenses have more limited headroom due to the fact that we recently recorded them at fair value upon their respective acquisition, and as a result are more susceptible to the risk of impairment due to changes in underlying market factors. To estimate the fair values for the FCC broadcast licenses, we applied an income approach, using the Greenfield method. The results of our 2021 annual impairment test of FCC broadcast licenses indicated the fair value of each license exceeded its carrying amount; and therefore, no impairment charge was recorded. However, material adverse changes in any of the significant valuation inputs, including changes as a result of the uncertainty surrounding the COVID-19 pandemic, could result in future declines in the fair value of these FCC license assets, and could result in non-cash impairment charges which could have a material adverse impact on our on future results from operations.
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 4 such investments in 2019.

Investments in the equity of 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 on our Consolidated Statements of Income. As of December 31, 2021 and 2020, such investments totaled $20.3 million. During 2021, we recorded a $1.9 million gain one of these investments and a $1.9 million impairment on a different investment. During 2020, we recorded a $9.2 million impairment related to the decline in fair value of one or our investees. During 2019, we recorded gains of $5.9 million due to an observable price increase in two such investments.

We also hold a debt security investment issued by MadHive, Inc. (MadHive), that we classify as an available-for-sale investment. Under the terms of our investment agreement, our debt investment may converted into an equity investment based on the occurrence of certain specified events. This investment is carried at fair value. Unrealized gains/losses on this investment are included within “Accumulated other comprehensive loss” on the Condensed Consolidated Balance Sheet. Gains and losses will be recognized in our Consolidated Statements of Income when realized. See Note 3, Note 8 and Note 11 for additional information.

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 on when the programming is expected to air. Expense is recognized on a straight line basis which appropriately matches the cost of the programs with the revenues associated with them. During 2021, 2020 and 2019, we incurred programming expense of $70.7 million, $71.1 million and $60.8 million, respectively. Programming expense is included in “Cost of revenues” within our Consolidated Statements of Income. As of December 31, 2021, $53.1 million of programming assets existed which we expect to be expensed within the next twelve months. 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 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 2021, 2020 or 2019.

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

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

Revenue recognition: Revenue is recognized upon the transfer of control of promised services to our customers in an amount that reflects the consideration we expect to receive in exchange for those services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Amounts received from customers in advance of providing services to our customers are recorded as deferred revenue.
Our primary source of revenue is our 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 generally 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 earn revenue 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 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 tower rental income and distribution of our local news content. 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 2021, 2020 and 2019 are shown below (amounts in thousands):
202120202019
Subscription$1,466,433 $1,286,611 $1,005,030 
Advertising & Marketing Services1,428,0821,174,7741,226,607
Political60,573445,53538,478
Other36,00530,86029,382
Total revenues$2,991,093 $2,937,780 $2,299,497 

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
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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. The expense for the RSUs is based on the grant date fair value of the award and is generally recognized on a straight-line basis. Expense related to the performance share program is marked to market each month over the first two-year performance period, as the award provides the Leadership Development and Compensation Committee with limited discretion to make adjustments to the financial targets to ensure consistent year-to-year comparison for the performance criteria. 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 9 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 $9.8 million in 2021, $5.8 million in 2020 and $9.4 million in 2019, and are included in “Selling, general and administrative expenses” on the Consolidated Statements of Income.

London Interbank Offered Rate (LIBOR) Interest Rates: Effective after December 31, 2021 no new LIBOR based interest rate benchmarks will be originated for one week or two month durations. Rates for one day, one month, three month, six month and twelve month durations will continue be originated through June 2023. Under our revolving credit agreement we have the ability to draw loans based on two different interest rate indices, one of which is LIBOR based. We are able to draw loans based on the durations that continue to be originated through June 2023. We are working with our lenders to establish alternative interest rate measurements for periods subsequent to June 2023.

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.

Accounting guidance adopted in 2021: We did not adopt any new accounting guidance in 2021 that had a material impact on our consolidated financial statements or disclosures.

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



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NOTE 2 – Goodwill and other intangible assets

We operate as 1 operating and reportable segment which includes the goodwill balances as of December 31, 2021 and 2020 shown below (in thousands):
Component
Description
Performance
Considerations
Pay Objective
PERFORMANCE
SHARES
Long-term equity grants which vest based on the Company’s Adjusted EBITDA and Free Cash Flow as a % of Revenue performance over a
two-year
period compared to preset targets set by the Committee.		Based on the measurement of the Company’s performance against two important financial metrics on which the Company focuses from a strategic growth perspective. The value of awards is also tied to the Company’s share price performance during the
3-year
vesting period.		Reward longer-term performance in attaining Company performance goals, which in turn drives shareholder value creation; align the interests of executives with those of shareholders; and promote retention and foster stock ownership.
RESTRICTED
STOCK UNITS
(RSUs)
Long-term equity grants which provide for the delivery of shares of common stock subject to continued employment.
Alignment with shareholders through Company share price performance and the creation of shareholder value.
Align the interests of executives with those of shareholders, promote retention and foster stock ownership.
How the Committee Determines NEO Compensation
The Committee determines NEO compensation in its sole discretion based on its business judgment, informed by the experience of the Committee members, input from Meridian (the Committee’s independent compensation consultant), market data, the Committee’s and the CEO’s assessment of the applicable NEO, achievement of key performance indicators, the Company’s performance and progress towards achievement of its strategic plan and the challenges confronting our business. No NEO participates in the determination of his or her own compensation.
The Committee does not focus on any one particular objective, formula or financial metric, but rather on performance relative to what it considers to be value-added quantitative and qualitative goals in furtherance of our compensation guiding principles described in the Executive Summary of this Compensation Discussion and Analysis.
Key Performance Indicators
The Committee assesses the degree and extent of achievement of key performance indicators (KPIs) as a principal tool for making NEO compensation decisions. KPIs, set annually for each of our executive officers, consist of individually designed qualitative and quantitative goals organized in three areas:
Profit and Revenue Goals
, which include, as appropriate, revenue, adjusted EBITDA, operating income, free cash flow, digital revenue and other financial goals for the Company and the respective businesses and/or functions over which each NEO has operational or overall responsibility;
People Goals
, intended to help the Committee measure the NEO’s contributions through, as appropriate, measures of leadership, achievement of diversity initiatives, First Amendment activities, and other significant qualitative objectives such as promoting an ethical Company work environment and diverse workforce and maintaining our reputation as a good corporate citizen of the communities in which we do business; and
Strategic and Business Goals
, which include specific areas in which the NEO is asked to innovate and collaborate to adopt and implement new products and programs in support of the strategic plan.
Each NEO’s KPIs include multiple items in each of the three areas. The KPIs are intended to be challenging but realistic, with a high degree of difficulty in achieving all of the goals set for each NEO. Except for the CEO, whose performance scorecard has been enhanced with specific weightings in response to shareholder feedback, the Committee’s assessment of NEO performance versus KPIs is holistic, with no particular weighting ascribed to achievement of any particular item in any area. This allows for the Committee to assess each of our other NEOs’ performance against the goals and metrics that are most pertinent to the area of focus for each NEO and most appropriately measure his or her performance, with the ultimate goal of aligning pay and performance for each executive. While the Committee takes into consideration the degree of achievement of each NEO’s KPIs and the Company performance goals and financial measures set forth above in making compensation decisions, the Committee exercises its business judgment, in its sole discretion, to set NEO compensation.
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Table of Contents
Comparative Market Data
To assist the Committee in making decisions affecting NEO compensation opportunities, the Committee, with support from its independent advisor, reviewed a report from Company management providing, among other things, executive compensation market data. The report included data from the Willis Towers Watson Media Compensation Survey, the Willis Towers Watson General Industry Executive Compensation Survey, the Croner Digital Content and Technology Survey, the Equilar Media & Technology Survey, and the Radford Global Technology Survey, a source of detailed executive compensation information (collectively, “Comparative Market Data”).
Through use of this data, the Committee compares NEO salaries, bonus opportunities and equity compensation opportunities to those of companies in the media sector and other companies with comparable revenues to confirm that the elements of our compensation program and the compensation opportunities we afford our executives are appropriately competitive. The Committee does not, however, target elements of compensation to a certain range, percentage or percentile within the Comparative Market Data.
BASE SALARY
We pay our NEOs base salaries to compensate them for service in their executive role. Salaries for NEOs take into account:
the nature and responsibility of the position;
the achievement of KPIs, both historically and in the immediately prior year;
internal pay equity among positions; and
Comparative Market Data as described above.
In February 2021, the Committee accepted Mr. Lougee’s recommendation that the Company’s senior leadership team, including each of the NEOs, would not receive base salary increases in 2021 despite strong 2020 performance and the temporary salary reductions taken by each NEO in 2020.
The table below shows the 2021 NEO base salaries set by the Committee based on the foregoing factors:
EXECUTIVE
  
2021 BASE SALARY
 
Mr. Lougee
  $975,000 
Ms. Harker
  $700,000 
Ms. Beall
  $620,000 
Mr. Harrison
  $450,000 
ANNUAL BONUSES
ANNUAL BONUS OPPORTUNITY
Our NEOs participate in an annual bonus program designed to reward each NEO’s contribution to overall Company results and attainment of strategic business objectives during the year. Annual bonuses therefore can vary in amount from year to year.
Beginning in late 2020 and continuing into early 2021, the Committee, in consultation with Meridian, its independent compensation consultant, determined the target bonus opportunities for each NEO. The Committee established these amounts, which are based on a target percentage of each NEO’s base salary, after thorough consideration of:
the nature and responsibility of the position;
internal pay equity among positions; and
Comparative Market Data.
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Based on these factors, the Committee approved 2021 bonus guideline opportunities for our NEOs at the same level as in 2020 as follows:
EXECUTIVE
  
BASE SALARY
   
TARGET

PERCENTAGE

OF BASE

SALARY
  
BONUS

GUIDELINE

AMOUNT
 
Mr. Lougee
  $975,000    120%  $1,170,000 
Ms. Harker
  $700,000    100%  $700,000 
Ms. Beall
  $620,000    100%  $620,000 
Mr. Harrison
  $450,000    70%  $315,000 
ANNUAL BONUS PAYOUT FOR 2021
The extent to which a bonus is earned by an NEO is determined by the Committee, informed by attainment of the Company’s annual financial and qualitative performance goals, individual contributions made by the NEO during the year and each NEO’s KPIs.
Additionally, the Committee also considers the financial performance of the Company across a variety of financial measures which, for 2021, included total revenues, operating income, net income, earnings per share, Adjusted EBITDA, EBITDA margins, subscription revenue and free cash flow as a percentage of revenue. The Committee selected these financial measures for 2021 because it considers them to be broad enough to capture the most significant financial aspects of an organization as large as ours yet also focused enough to represent the financial measures that we believe drive our financial success as a pure-play media company.
In assessing Company achievement of these financial performance measures, the Committee compares them to management budgets approved by the Board at the beginning of the year and financial results from prior years and takes into account the Company’s financial performance relative to its peer companies, as well as industry and market conditions. Highlights of the financial results reviewed by the Committee are provided above under “Performance Highlights.”
In addition to the factors discussed above, during 2021 the Committee established an achievement scorecard in order to evaluate how the Company and the management team performed. The scorecard focused on the Company’s 2021 performance in four key areas: Content, Employees/Diversity & Inclusion, Sales/Retrans and Business/Strategic. The Committee believed it was important to consider these factors when assessing the Company’s 2021 performance and determining annual bonus payouts. Performance highlights under the scorecard include the following:
Content
The Company continued to deliver high quality journalism across formats, including:
Achieving strong digital video growth with the launch of
over-the-top
(OTT) apps for each of the Company’s stations, the expansion of Locked On Podcast Network into video and the continued strong video growth of VERIFY;
Continuing to be the most awarded local news group company, receiving 10 national Murrow awards, three of the four 2021 Peabody awards won by local broadcasters and two of the four local DuPont awards; and
Delivering critical news coverage, highlighted in 2021 by:
WUSA’s coverage of the January 6, 2021 Capitol insurrection
KARE’s coverage of the Derek Chauvin trial
Coverage by our Texas stations of the collapse of the power grid during a winter storm that killed nearly 250 people
WXIA’s in depth reporting of the murders of eight people, helping amplify the voices of the Asian American community
Numerous awards for coverage of issues on race
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Employees/Diversity & Inclusion
The Company continued to focus on the safety of its employees in its response to the
COVID-19
pandemic by taking the following actions:
Implementing a vaccine mandate;
Piloting hybrid work arrangements across the Company in response to the recognized shift in the job market; and
Enhancing the Company’s mental health support programs and other employee benefits.
The Company also continued its efforts to enhance diversity and inclusion in its business, including by:
Delivering first of its kind inclusive journalism training in partnership with The Poynter Institute;
Providing unconscious bias training to leaders across the Company, including the NEOs;
Improving news leadership diversity from 2 to 10 news leaders across the Company; and
Achieving strong first-year performance towards the Company’s 2025 diversity targets.
Sales/Retrans
During 2021, the Company continued to deliver strong results:
The Company delivered record advertising and marketing services (AMS) revenue of $1.4 billion, finishing ahead of plan;
Digital revenue, including political, finished above plan;
Premion achieved more than 40% percent revenue growth relative to 2020, also exceeding its plan;
Non-Premion,
digital revenue, enterprise revenue and multicast revenue all exceeded plan;
The Company continued to make progress on its TEGNA Sales One Team initiative, moving additional billings to its national sales team with improved cost efficiencies; and
The Company completed material retransmission consent agreements representing approximately 30 percent of the Company’s subscribers.
Business and Strategic
In addition to the Company’s performance highlights referenced on page 10 of this report, other business and strategic highlights included:
Maximizing value for the Company’s shareholders by engaging in negotiations that culminated in entering into a definitive agreement under which the Company will be acquired by an affiliate of Standard General for $24.00 per share in cash, subject to stockholder and regulatory approvals, and other customary closing conditions;
Excluding the impact of the interruption of service with DISH, EBITDA finished well ahead of plan despite the loss of record political advertising revenue versus 2020;
Delivering net income before taxes and earnings per share significantly above plan;
Growing the revenue of the Premion business by 41% year-over-year for a second straight year of +40% growth, while significantly exceeding its budgeted EBITDA and improving its EBITDA margins; and
Completing the acquisition of Locked On Podcast Network and have seen significant growth in podcast downloads while identifying opportunities for further integrations with the Company’s television stations.
Finally, the Committee evaluated the performance of our executives, the roles played by each of them in contributing to the Company’s progress in creating shareholder value, achieving critically important strategic transactions and the operational and financial results described in the “Executive Summary” above. Other factors considered by the Committee for the 2021 bonus awarded to each NEO are described below.
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Goodwill
David T. Lougee, President and Chief Executive Officer
2021 Goals:
The Committee evaluated Mr. Lougee’s 2021 performance using a scorecard that measures Mr. Lougee’s results against financial and
non-financial
KPIs, with the financial and
non-financial
KPIs each assigned an overall 50% weighting by the Committee. Mr. Lougee’s financial KPIs included EBITDA and revenue targets, with the EBITDA target weighted at 35% and the revenue target weighted at 15%. In assessing Mr. Lougee’s financial goals, the Committee also took into account the Company’s strong overall financial performance for the year.
Mr. Lougee’s
non-financial
goals included strategic goals relating to driving long-term growth for the Company (taking into account anticipated market forces and dynamics), the Company’s 2021 business priorities (key business initiatives critical to the Company during 2021), and the Company’s 2021 people goals (building the organization with capabilities and a culture for the future, including diversity and inclusion goals). These
non-financial
goals were weighted as follows: strategic (25%), business priorities (15%) and people (10%). The Committee also assessed Mr. Lougee’s performance in the context of the core CEO responsibility to serve as the Company’s chief spokesperson and effectively communicate with all of the Company’s stakeholders, including its shareholders, employees, customers, Board of Directors and community and industry groups.
2021 Performance Highlights and Accomplishment of 2021 Goals:
During 2021, Mr. Lougee led the Company to record full-year revenue and EBITDA well above plan despite the absence of $385 million of incremental political revenue achieved in 2020, continued to successfully navigate the Company through the disruptions and challenges caused by the ongoing
COVID-19
pandemic, drove the successful negotiation of the Company’s merger agreement with an affiliate of Standard General and certain other parties and retransmission agreements, and continued to strengthen the Company’s commitment to diversity, equity and inclusion. Mr. Lougee’s annual bonus for 2021 reflected these accomplishments as well as the Committee’s assessment of the performance of his duties and his achievement of the following KPIs:
Financial KPIs
•   Achieved the Company’s full year Adjusted EBITDA of $948 million
*
, exceeding his EBITDA KPI.
•   Achieved record full-year revenue of $3.0 billion, up two percent year-over-year and exceeding his revenue KPI, driven by record subscription and AMS revenues more than offsetting the absence of $385 million of incremental political advertising achieved in 2020, including:
•   Record subscription revenue of $1.5 billion, up 14 percent year-over-year in spite of the interruption of service with DISH
•   AMS revenue was a record $1.4 billion, up 22 percent year-over-year.
Non-financial
KPIs: Strategic and Business
•   Successfully led negotiations that culminated in entering into a definitive agreement pursuant to which the Company will be acquired by an affiliate of Standard General for $24.00 per share in cash, subject to stockholder and regulatory approvals, and other customary closing conditions.
•   Completed the acquisition and successful integration of Locked On Podcasting Network.
•   Successfully led the Company’s negotiations of comprehensive retransmission consent agreements representing approximately 30 percent of the Company’s subscribers.
•   Oversaw Premion’s achievement of more than 40% percent growth in 2021 relative to 2020 despite the absence of political revenue and the ongoing weakness in the auto category due to supply chain issues.
•   Continued to execute on the Company’s expense savings plan, ending the year with expenses coming in just under plan.
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Non-financial
KPIs: People
•   Oversaw the Company’s progress on its 2025 diversity, equity and inclusion goals, which the Company is on track to achieve ahead of schedule.
•   Delivered a
first-of-its-kind
inclusive journalism training program in partnership with The Poynter Institute and provided unconscious bias training to leaders across the Company.
•   Expanded the Company’s initiatives to identify and develop its internal talent, including expanding the
Producer-in-Residence
program and implementing a critical leadership skill training program.
•   Continued to make progress on the Company’s leadership succession and development plans.
*
Reconciliation of the following
non-GAAP
financial measure to the Company’s results as reported under accounting principles generally accepted in the United States may be found in the Company’s Form
10-K,
filed: adjusted EBITDA – page 35.
Victoria D. Harker, Executive Vice President and Chief Financial Officer
2021 Goals:
The Committee evaluated Ms. Harker’s 2021 performance using financial and
non-financial
KPIs it developed in consultation with Mr. Lougee. Ms. Harker’s financial KPIs included, among other things, budget targets, Adjusted EBITDA, effective tax rate, earnings per share and external audit fees.
Ms. Harker’s
non-financial
goals included, without limitation, the continued transformation of the Company’s finance function, capital allocation, strategic transactions, cost restructuring, and people goals relating to hiring and promotion, racial and gender diversity and succession planning.
2021 Performance Highlights and Key Accomplishments:
Ms. Harker delivered a strong performance in 2021 during which she and her finance team supported achievement of the Company’s strong financial performance, supported shareholder value creation through efficient capital allocation decisions, including the Company’s increase of its quarterly dividend, continued to actively manage and implement expense reductions, supported the successful negotiation of retransmission agreements, drove the Company’s strong pension plan investment results and identified new areas of investment opportunity for the Company. Her annual bonus for 2021 reflected the Committee’s assessment of her and the Company’s performance, including her achievement of the following KPIs:
Financial KPIs
•   Achieved the Company’s full year Adjusted EBITDA of $948 million*, exceeding her EBITDA KPI.
•   Supported achievement of the Company’s 2021 budget targets, including its expense savings target, through accurate and timely forecasting.
•   Achieved the Company’s full year earnings per share budget.
Non-financial
KPIs: Strategic and Business Goals
•   Working with external financial advisors, provided strategic transaction support in connection with various potential sale scenarios relating to the Company.
•   Drove the work behind increasing the Company’s quarterly dividend by approximately 36%.
•   Successfully launched finance-specific work on various large-scale requests for proposals, with a focus on lowering costs as well as diversity objectives.
•   Began the transition of the Company’s financial transaction processing organization
Non-financial
KPIs: People Goals
•   In collaboration with Mr. Lougee and the Company’s chief human resources officer, developed and began executing against a succession and development plan for the finance team, including a development plan for her successor.
•   Re-aligned
the Company’s corporate financial planning and analysis team to support the Company’s strategic goals and 2021 operating plan.
*
Reconciliation of the following
non-GAAP
financial measure to the Company’s results as reported under accounting principles generally accepted in the United States may be found in the Company’s Form
10-K,
filed: adjusted EBITDA – page 35.
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Lynn Beall, Executive Vice President and Chief Operating Officer – Media Operations
2021 Goals:
The Committee evaluated Ms. Beall’s 2021 performance using financial and
non-financial
KPIs it developed in consultation with Mr. Lougee. Ms. Beall’s financial KPIs included, among other things, goals relating to net income before taxes and revenue, including Premion revenue.
Ms. Beall’s
non-financial
goals included, without limitation, audience growth, content transformation, retransmission and network affiliation agreement negotiations, optimization of the Company’s sale organization, and people goals relating to talent and culture, racial and gender diversity and succession planning.
2021 Performance Highlights and Key Accomplishments:
In 2021, while overseeing one of the most geographically diverse broadcast groups in the United States, Ms. Beall led the Company’s media operations through another historic news cycle that included a continuing global pandemic, an insurrection at the U.S. Capitol, coverage of extreme weather events, and emotional trial coverage sparked by the 2020 demonstrations for racial justice. Despite these and other challenges, the Company’s media operation realized strong results across the board under her leadership, driven by a strategic plan that focused on people, content and sales. Ms. Beall’s annual bonus for 2021 reflected the Committee’s assessment of her and the Company’s performance, including her achievement of the following KPIs:
Financial KPIs
Drove the Company’s record Media Operations revenue, also meeting her budget goal with respect to Media Operations net income before taxes and total Media Operations expense savings, while nearly meeting her goal with respect to subscription revenue despite of the impact of the interruption of service with DISH.
Non-financial
KPIs: Strategic and Business Goals
•   Successfully led the Company’s negotiations of comprehensive retransmission consent agreements representing approximately 30 percent of the Company’s subscribers.
•   Oversaw the Company’s continuing progress on its TEGNA Sales One Team initiative, moving additional billings to its national sales team with improved cost efficiencies.
•   Implemented a regular momentum tracking study to hold the Company’s television stations accountable to positive product improvement.
•   The Company continued to be the most awarded and celebrated local news operation for quality journalism, receiving 10 national Edward R. Murrow awards and three of four local news Peabody nominations in 2021.
Non-financial
KPIs: People Goals
•   Oversaw the rollout of the Company’s inclusive journalism training program for all content employees and audits for each newsroom’s products.
•   Through her succession planning and development efforts, oversaw the promotion of six diverse internal candidates into the position of station general manager.
•   Remained on track to achieve the 2025 diversity, equity and inclusion goals relating to the Company’s content leadership and content teams.
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Akin S. Harrison, Senior Vice President and General Counsel
2021 Goals:
The Committee evaluated Mr. Harrison’s 2021 performance using financial and
non-financial
KPIs it developed in consultation with Mr. Lougee. Mr. Harrison’s financial KPIs included managing the law department’s budget and total Company outside legal fees.
Mr. Harrison’s
non-financial
goals included providing legal counsel and leadership in support of the Company’s purpose, strategic transactions, negotiations and compliance efforts, leadership for the Company’s ethics standards and initiatives, legal support in connection with the Company’s contested director election, and people goals relating to diversity and inclusion and leadership development.
2021 Performance Highlights and Key Accomplishments:
In 2021, Mr. Harrison continued to effectively manage the law department and he and his team successfully managed a wide variety of legal matters for the Company, including a contested director election, FCC compliance, company-wide contracts, internal investigations, and antitrust and First Amendment matters. Mr. Harrison’s annual bonus for 2021 reflected the Committee’s assessment of his and the Company’s performance, including his achievement of the following KPIs:
Financial KPIs
Continued to successfully manage the legal department’s budget and total Company outside legal fees, enabling him to exceed his KPIs in each area for the year.
Non-financial
KPIs: Strategic and Business Goals
•   Provided legal counsel and coordinated with outside counsel and the Company’s advisor team in connection with the Board’s evaluation of unsolicited acquisition proposals.
•   Supported the Company’s negotiations of comprehensive retransmission consent agreements representing approximately 30 percent of the Company’s subscribers.
•   Oversaw the Company’s legal compliance program, including ethics and antitrust training sessions.
•   Worked with a multi-functional team to oversee the Company’s efforts to take an inventory of its scope 1, 2 and 3 greenhouse gas emissions.
Non-financial
KPIs: People Goals
•   Continued to take steps to develop the members of the legal department, including the promotion of a team member to corporate secretary.
•   Continued to support company-wide diversity and inclusion initiatives as an executive sponsor of the Company’s diversity and inclusion working group.
In determining the annual bonus payouts for each NEO, the Committee considered the strong individual and Company performance results referenced above. In particular, the Committee recognized the Company’s record revenue and strong EBITDA performance, which was achieved despite the loss of 2020’s political revenue, as well as the critical achievements outlined in the achievement scorecard. Based on its comprehensive review of these considerations, the Committee determined that the Company’s performance, and each NEO’s individual performance, was above target and awarded 2021 annual bonuses as follows:
EXECUTIVE
  
BONUS
 
Mr. Lougee
  $1,450,000 
Ms. Harker
  $880,000 
Ms. Beall
  $775,000 
Mr. Harrison
  $430,000 
LONG-TERM INCENTIVES
The Company’s long-term incentive program (the “LTI Program”) consists of awards of Performance Shares and Restricted Stock Units. The Performance Shares are based on the Company’s adjusted EBITDA and Free Cash Flow metrics, which the Committee views as critical to measuring our success in creating value for shareholders.
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The Committee uses a
two-year
performance cycle for the Performance Shares in order to address the significant cyclical revenue increase the Company experiences in even-numbered years due to political spending during
mid-term
and presidential election years as a result of the Company’s strong political footprint.
Under the Performance Share program, grants are made, and a new
two-year
performance cycle begins, each year. At the end of each
two-year
performance cycle, the number of shares of Company common stock earned will be determined based upon the Company’s level of achievement versus the aggregate financial performance target or targets set by the Committee for that cycle. Any earned shares of Company common stock will not be distributed to executives until after the completion of the three-year service period. If the Company fails to meet threshold performance against a financial performance metric at the end of any performance cycle, no Performance Shares will be earned and no payout of shares of Company common stock will be made with respect to that financial performance metric. The current LTI Program has been used for awards made since 2018.
Long-Term Equity Awards under the 2021 LTI Program
For the March 1, 2021 grants, the Committee determined total long-term equity award target values for the NEOs taking into account market data and, for executives other than Mr. Lougee, the recommendations of Mr. Lougee and our Senior Vice President and Chief Human Resources Officer. These target values were calculated by multiplying the NEO’s base salary by a target percentage, which target percentage took into account:
the nature and responsibility of the position;
internal pay equity among positions; and
comparative market data.
Following an assessment of the market data and recommendations made with the assistance of Meridian, the Committee approved 2021 total long-term award target values for each of our NEOs in February 2021. The Committee determined that these long-term equity award values were appropriate given the individual performance of each NEO against his or her KPIs, the financial performance of the Company and the operations for which they are responsible, the Company’s progress towards the goals of its strategic plan and the Committee’s assessment of market pay levels. The long-term award targets were not increased from 2020 except for Mr. Harrison.
EXECUTIVE
  
2021

BASE SALARY
   
LONG TERM-

AWARD TARGET

PERCENTAGE
  
TOTAL LONG-

TERM AWARD

TARGET VALUE
 
Mr. Lougee
  $975,000    450%  $4,387,500 
Ms. Harker
  $700,000    200%  $1,400,000 
Ms. Beall
  $620,000    185%  $1,147,000 
Mr. Harrison
  $450,000    185%  $832,500 
On March 1, 2021, the long-term equity award value for each NEO was translated into a target award of Performance Shares and an award of RSUs based upon the Company’s closing stock price on February 28, 2021 (taking into account that dividends would not be paid on the Performance Shares or RSUs during the respective vesting periods), as follows:
EXECUTIVE
  
PERFORMANCE

SHARES

(TARGET #)
   
RSUs
 
Mr. Lougee
   176,610    75,086 
Ms. Harker
   44,278    35,938 
Ms. Beall
   36,277    29,444 
Mr. Harrison
   26,330    21,371 
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2021 Performance Share Awards
For the 2021 Performance Share grants, the Committee determined to maintain the same performance metrics that will be measured over the applicable performance cycle, as follows:
Performance Metric
Weighting(1)
Description
Adjusted EBITDA2/3Compares, in percentage form, (1) the sum of the actual Adjusted EBITDA generated by the Company in each of the two applicable fiscal years, to (2) the sum of the target budgeted amounts of Adjusted EBITDA set by the Committee in connection with its annual budget review process for such fiscal years.
Free Cash Flow as a Percentage
of Revenue
1/3
BalanceCompares, in percentage form, (1) the aggregate amount of Free Cash Flow generated by the Company in the two applicable fiscal years measured as a percentage of Dec. 31, 2019$2,950,587 
Adjustments18,106 
Balancethe aggregate total Company revenues generated by the Company in such fiscal years, to (2) the weighted average of the targeted level of Free Cash Flow as a percentage of Dec. 31, 20202,968,693 
Business acquisition12,894 
Balance as of Dec. 31, 2021$2,981,587 total Company revenues set by the Committee in connection with its annual budget review process for such fiscal years.

(1)
The Performance Shares place a higher weighting on Adjusted EBITDA given the importance of meeting our profitability expectations.
The following table displays indefinite-lived intangible assets and amortizable intangible assets as of December 31, 2021 and 2020 (in thousands):
Gross
Accumulated
Amortization
Net
Dec. 31, 2021
Indefinite-lived intangibles:
Television and radio station FCC broadcast licenses$2,123,898 $— $2,123,898 
Amortizable intangible assets:
Retransmission agreements235,215 (168,439)66,776 
Network affiliation agreements309,503 (97,195)212,308 
Other71,465 (32,959)38,506 
Total indefinite-lived and amortizable intangible assets$2,740,081 $(298,593)$2,441,488 
Dec. 31, 2020
Indefinite-lived intangibles:
Television and radio station FCC broadcast licenses$2,123,898 $— $2,123,898 
Amortizable intangible assets:
Retransmission agreements235,215 (138,928)96,287 
Network affiliation agreements309,503 (72,694)236,809 
Other70,610 (23,960)46,650 
Total indefinite-lived and amortizable intangible assets$2,739,226 $(235,582)$2,503,644 

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

On January 27, 2021, we acquired Locked On Podcast Network LLC for $13.3 million, which consisted of a base purchase price of $13.8 million and a working capital adjustment of $0.5 million. Locked On produces daily podcasts for every team across the 4 major professional sports leagues, as well as for major college sports teams. In connection with this acquisition, we recorded goodwill and trade name assets of $12.9 million and $0.9 million, respectively. The goodwill is calculated as the excessFor purposes of the purchase price over the2021 Performance Share grants:
“Adjusted EBITDA” means net fair value of the identifiable assets acquiredincome from continuing operations before (1) interest expense, (2) income taxes, (3) equity income (losses) in unconsolidated investments, net, (4) other
non-operating
items, (5) severance expense, (6) facility consolidation charges, (7) impairment charges, (8) depreciation, (9) amortization, 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 recognized is deductible for tax purposes.

The following table shows the projected annual amortization(10) expense related to amortizable intangible assets existing as of December 31, 2021 (in thousands):
2022$59,882 
202353,467
202447,293
202528,468
202624,431 
Thereafter104,049
Total$317,590 

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NOTE 3 – Investments and other assets

Our investments and other assets consisted of the following as of December 31, 2021 and 2020 (in thousands):
Dec. 31,
20212020
Cash value life insurance53,189 52,883 
Available-for-sale debt security$23,800 $3,000 
Equity method investments21,986 32,067 
Other equity investments20,331 20,271 
Deferred debt issuance costs5,805 9,378 
Other long-term assets27,397 18,620 
Total$152,508 $136,219 

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 supplemental executive retirement plan. Gains and losses on these investments are included in “Other non-operating items, net” within our Consolidated Statements of Income and were not material for all periods presented.

Available-for-sale debt security: Available-for-sale debt securities are requiredperformance share long-term incentive awards. Net income from continuing operations may be further adjusted to be carried at their fair value, with unrealized gains and losses (net of income taxes) that are considered temporary in nature recorded in “Accumulated other comprehensive loss” on the Consolidated Balance Sheet. As of December 31, 2021, we performed a market based fair value analysis which resulted in a fair value of $23.8 million for the debt security issued by MadHive that we hold. This available-for-sale debt security includes features that allow us to convert our investment into equity ownership upon the occurrence of certain events. The associated unrealized gain has been recorded in “Accumulated other comprehensive loss” on the Consolidated Balance Sheet. See Note 8 and Note 11 for additional information.exclude unusual or
non-recurring

Other equity investments:Represent investments in non-public businesses that do not have readily determinable pricing, and for which we do not have controlcharges 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. In 2021, we recognized a $1.9 million gain on one of these investments due to an observable price increase in the fair value of the investment. Also in 2021, we recorded a $1.9 million impairment charge, due to the decline in the fair value of a different investment. In 2020, we recorded a $9.2 million impairment charge due to the decline in the fair value of one of our investees. The impairment charges and gains were recorded within “Other non-operating items, net” in the Consolidated Statements of Income.

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.

58

NOTE 4 – Income taxes

The provision (benefit) for income taxes consists of the following (in thousands):
2021CurrentDeferredTotal
Federal$114,255 $15,400 $129,655 
State and other11,310 (5,484)5,826 
Total$125,565 $9,916 $135,481 
2020CurrentDeferredTotal
Federal$123,882 $4,532 $128,414 
State and other21,878 4,001 25,879 
Total$145,760 $8,533 $154,293 
2019CurrentDeferredTotal
Federal$59,791 $21,345 $81,136 
State and other7,567 719 8,286 
Total$67,358 $22,064 $89,422 

Income 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:
202120202019
U.S. statutory tax rate21.0%21.0%21.0%
Increase (decrease) in taxes resulting from:
State taxes (net of federal income tax benefit)2.63.33.1
Uncertain tax positions, settlements and lapse of statutes of limitations0.3(0.1)(1.6)
Other valuation allowances, tax rate changes, & deferred adjustments(1.7)(0.1)(1.7)
Valuation allowance on equity method investment—0.41.7
Non-deductible transactions costs0.1—0.3
Net excess benefits or expense on share-based payments(0.2)(0.1)0.4
Other, net—(0.2)0.6
Effective tax rate22.1%24.2%23.8%
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.



59

Deferred tax liabilities and assets were composed of the following as of December 31, 2021 and 2020 (in thousands):
Dec. 31,
20212020
Deferred tax liabilities
Accelerated depreciation$67,697 $67,479 
Accelerated amortization of deductible intangibles534,438 536,740 
Right-of-use assets for operating leases21,648 24,220 
Other3,792 3,322 
Total deferred tax liabilities627,575 631,761 
Deferred tax assets
Accrued compensation costs24,147 18,559 
Pension and post-retirement medical and life17,400 25,523 
Loss carryforwards31,841 38,348 
Operating lease liabilities22,582 25,319 
Other25,160 37,239 
Total deferred tax assets121,130 144,988 
Deferred tax asset valuation allowance41,929 43,467 
Total net deferred tax (liabilities)$(548,374)$(530,240)

As of December 31, 2021, we had approximately $74.0 million of capital loss carryforwards for federal and state purposes including $73.0 million of which will expire if not used prior to 2023, and the remainder of which will expire if not used prior to 2027. Capital loss carryforwards can only be utilizedcredits to the extent capital gains are recognized. As of December 31, 2021, we have established a valuation allowance on all federal and state capital loss carryforwards. As of December 31, 2021, we also had approximately $10.3 million of state net operating loss carryovers that, if not utilized, will expire in various amounts beginning in 2022 through 2040 and $6.8 million of state interest disallowance carryovers that do not expire.

Included in total deferred tax assets are valuation allowances of approximately $41.9 million as of December 31, 2021 and $43.5 million as of December 31, 2020, primarily related to federal and state capital losses, accrued compensation costs, minority investments, state interest disallowance carryovers, and state net operating losses available for carry forward to future years. 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 reversedamount such items are separately reported or discussed in the Consolidated Statements 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):
202120202019
Beginning at beginning of period$43,467 $45,661 $125,894 
Additions to valuation allowance6,108 3,719 9,545 
Reductions to valuation allowance(7,646)(5,913)(89,778)
Balance at the end of the period$41,929 $43,467 $45,661 

Tax Matters Agreements

Prior to the May 31, 2017 spin-off of the Cars.com business, we entered into a Tax Matters Agreement with Cars.com 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. The agreement provides that we will generally indemnify Cars.com 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. Our, 2017 tax year is currently under examination by the Internal Revenue Service and the relevant federal statute of limitations remains open until December 31, 2022.

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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):
202120202019
Change in unrecognized tax benefits
Balance at beginning of year$7,435 $8,050 $12,843 
Additions for tax positions of prior years1,363 630 — 
Reductions for tax positions of prior years— — (959)
Settlements— — (288)
Reductions due to lapse of statutes of limitations(602)(1,245)(3,546)
Balance as of end of year$8,196 $7,435 $8,050 

The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $6.8 million as of December 31, 2021, and $6.0 million as of December 31, 2020. 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 expense from interest for uncertain tax positions of $0.7 million in 2021 while recording income of $1.7 million in 2019. We did not recognize income or expense in 2020. The amount of accrued interest expense and penalties payable related to unrecognized tax benefits was $0.7 million as of December 31, 2021 and $0.1 million as of December 31, 2020.

We file income tax returns in the U.S. and various state jurisdictions. The 2016 through 2021 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 $0.5 million within the next 12 months primarily due to lapses of statutes of limitations and settlement of ongoing audits in various jurisdictions.
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NOTE 5 – Long-term debt

Our long-term debt is summarized below (in thousands):
Dec. 31,
20212020
Borrowings under revolving credit facility expiring August 2024$166,000$355,000
Unsecured notes bearing fixed rate interest at 5.50% due September 2024—137,000
Unsecured notes bearing fixed rate interest at 4.75% due March 2026550,000550,000
Unsecured notes bearing fixed rate interest at 7.75% due June 2027200,000200,000
Unsecured notes bearing fixed rate interest at 7.25% due September 2027240,000240,000
Unsecured notes bearing fixed rate interest at 4.625% due March 20281,000,0001,000,000
Unsecured notes bearing fixed rate interest at 5.00% due September 20291,100,0001,100,000
Total principal long-term debt3,256,0003,582,000
Debt issuance costs(31,378)(36,595)
Unamortized premiums and discounts, net7,3487,815
Total long-term debt$3,231,970$3,553,220

On December 3, 2021 we utilized available cash and our revolving credit facility to repay the remaining $137 million of our 5.500% unsecured senior notes, which were due in September 2024. We incurred $1.3 million of early redemption fees and wrote off $1.2 million of unamortized financing fees and discounts related to this early payoff of the 2024 notes. These charges were recorded in “Other non-operating items, net” line item within our Consolidated Statements of Income.

As of December 31, 2021, we had unused borrowing capacity of $1.33 billion under our revolving credit facility. As of December 31, 2021, we were in compliance with all covenants contained in our debt agreements and credit facility, including the leverage ratio (our one financial covenant) contained in our debt agreements and revolving credit facility. We believe that we will remain compliant with all covenants for the foreseeable future.

Our debt maturities may be repaid with cash flow from operating activities, accessing capital markets or a combination of both. The following schedule discloses annual maturities of the principal amount of total debt due (in thousands):

Repayment schedule of principal long-term debt as of Dec. 31, 2021
2022$— 
2023— 
2024 (1)
166,000 
2025— 
2026550,000 
Thereafter2,540,000 
Total$3,256,000 
(1) Assumes current revolving credit facility borrowings come due in 2024 and credit facility is not extended.


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NOTE 6 – 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):
202120202019
Service cost-benefits earned during the period$2 $7 $8 
Interest cost on benefit obligation15,887 19,487 23,066 
Expected return on plan assets(34,679)(31,058)(26,320)
Amortization of prior service cost90 90 90 
Amortization of actuarial loss4,952 6,207 6,123 
Pension payment timing related charge946 — 686 
(Income from) expense for company-sponsored retirement plans$(12,802)$(5,267)$3,653 

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,
20212020
Change in benefit obligations
Benefit obligations as of beginning of year$646,662 $613,695 
Service cost2 7 
Interest cost15,887 19,487 
Actuarial (gain)/loss(18,246)48,491 
Benefits paid(35,874)(35,018)
Settlements (1)
(2,597)— 
Benefit obligations as of end of year$605,834 $646,662 
Change in plan assets
Fair value of plan assets as of beginning of year$552,996 $479,735 
Actual gains return on plan assets20,896 103,146 
Employer contributions6,337 5,133 
Benefits paid(35,874)(35,018)
Settlements (1)
(2,597)— 
Fair value of plan assets as of end of year$541,758 $552,996 
Funded status as of end of year$(64,076)$(93,666)
Amounts recognized in Consolidated Balance Sheets
Accrued liabilities other—current$(6,013)$(7,758)
Pension liabilities—non-current$(58,063)$(85,908)
(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.

The actuarial gain in 2021 of $18.2 million was primarily due to an increase in the discount rate used to calculate the benefit obligations (which increased from 2.54% at December 31, 2020 to 2.89% as of December 31, 2021) which resulted in an actuarial gain of $22.1 million.

The actuarial loss in 2020 of $48.5 million was primarily due to decline in the discount rate used to calculate the benefit obligations (which declined from 3.29% at December 31, 2019 to 2.54% as of December 31, 2020) which resulted in an actuarial loss of $49.3 million.

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The funded status (on a projected benefit obligation basis) of our principal retirement plans as of December 31, 2021, is as follows (in thousands):
Fair Value of Plan AssetsBenefit ObligationFunded Status
TRP$541,758 $543,029 $(1,271)
SERP (1)
062,444 (62,444)
All other0361 (361)
Total$541,758 $605,834 $(64,076)
(1) The SERP is an unfunded, unsecured liability.

The accumulated benefit obligation for all defined benefit pension plans was $605.8 million as of December 31, 2021 and $646.6 million as of December 31, 2020. In December of 2019, a discretionary contribution was made to TRP of $12 million. No additional contributions were required in 2020 and 2021. We made payments to SERP participants of $6.3 million in 2021. Based on actuarial projections, we do not expect to make any contributions to the TRP in 2022. Cash payments of $5.9 million are expected to be made to our SERP participants in 2022.

The following table presents information for our retirement plans for which accumulated benefit obligation exceed assets (in thousands):
Dec. 31,
20212020
Accumulated benefit obligation$605,817 $646,644 
Fair value of plan assets$541,758 $552,996 

The following table presents information for our retirement plans for which projected benefit obligations exceed assets (in thousands):
Dec. 31,
20212020
Projected benefit obligation$605,834 $646,662 
Fair value of plan assets$541,758 $552,996 

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):
Dec. 31,
20212020
Net actuarial losses$(148,696)$(159,057)
Prior service cost(1,617)(1,707)
Amounts in accumulated other comprehensive loss$(150,313)$(160,764)


Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss), pre-tax, consist of the following (in thousands):
202120202019
Current year net actuarial gain (loss)$4,463 $23,597 $(13,060)
Amortization of actuarial loss4,952 6,207 6,123 
Amortization of previously deferred prior service costs90 91 90 
Pension payment timing related charges946 — 686 
Total$10,451 $29,895 $(6,161)

Pension costs: The following assumptions were used to determine net pension costs:
202120202019
Discount rate2.54%3.29%4.34%
Expected return on plan assets6.50%6.75%6.75%

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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.

Benefit obligations and funded status: The following assumptions were used to determine the year-end benefit obligations:
Dec. 31,
20212020
Discount rate2.89%2.54%

Plan assets: The asset allocation for the TRP as of the end of 2021 and 2020, and target allocations for 2022, by asset category, are presented in the table below: 
Target AllocationAllocation of Plan Assets
202220212020
Equity securities14 %10 %47 %
Debt securities86 %86 %50 %
Other (including hedge funds and private real estate)— %4 %3 %
Total100 %100 %100 %

The primary objective of company-sponsored retirement plans is to provide eligible employees with scheduled pension benefits. Consistent with 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. Risk characteristics are measured and compared with an appropriate benchmark quarterly; periodic reviews are made of the investment objectives and the investment managers. The target asset allocation represents the long-term perspective. Retirement plan assets will be rebalanced periodically to align them with the target asset allocations. Target asset allocations are based on the funded status of the TRP (fair value of pension assets as a percentage of the projected pension obligation). During the fourth quarter of 2021, the target allocation was lowered for equity securities to 14% and increased debt securities to 86%. This was a result of the recent improvement in the funded status of the plan. In early 2022, we elected to switch our investment portfolio from being mostly actively managed to a passive (or indexed) investment strategy. Our actual investment return on our TRP assets was 4.5% for 2021, 23.5% for 2020 and 23.6% for 2019.

Cash flows: We estimate we will make the following benefit payments from either retirement plan assets or directly from our funds (in thousands):
2022$42,856 
2023$39,907 
2024$39,852 
2025$40,302 
2026$39,965 
2027 through 2031$184,331 

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 2021 matching formula is 100% of the first 4% of compensation that an employee contributes. We also make additional employer contributions on behalf of certain long-term employees. Compensation expense related to 401(k) contributions was $17.1 million in 2021, $16.5 million in 2020 and $14.6 million in 2019. During 2021 and 2020, we settled the 401(k) employee company stock match obligation by issuing our common stock from treasury stock and depositing it in the participants’ accounts. 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.

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

The AFTRA Plan reports for plan year (December 1, 2019 to November 30, 2020) that the AFTRA Plan was neither in endangered, critical, or critical and declining status in the Plan Year (e.g. 78% 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 $2.9 million in 2021 and $2.4 million in each of 2020 and 2019. 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, 2020.

Expiration dates of the CBAs in place range from January 26, 2022 to May 16, 2023. 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, 2021, 2020 and 2019.

NOTE 7 - Leases

We determine if an arrangement contains a lease at the agreement’s inception. 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 of less than 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 Sheets as of December 31, 2021 and 2020 (in thousands):    
Dec. 31,
20212020
Assets
Right-of-use assets for operating leases$87,279 $97,190 
Liabilities
Operating lease liabilities (current)1
$11,867 $12,250 
Operating lease liabilities (non-current)88,970 99,337 
Total operating lease liabilities$100,837 $111,587 
(1) Current operating lease liabilities are included within the other accrued liabilities line item of the Consolidated Balance Sheets.

As of December 31, 2021, the weighted-average remaining lease term for our lease portfolio was 8.7 years and the weighted average discount rate used to calculate the present value of our lease liabilities was 4.9%.

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For the years ended December 31, 2021, 2020 and 2019, we recognized lease expense of $17.8 million, $18.0 million, and $13.9 million respectively. In addition, in 2021, 2020 and 2019, we made cash payments for operating leases of $18.5 million, $17.1 million and $11.0 million, respectively, which are included in cash flows from operating activities on Consolidated Statements 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 Sheets as of December 31, 2021 (in thousands):
Future PeriodCash Payments
2022$17,445 
202316,485
202414,596
202512,197
202611,543
Thereafter55,459
Total lease payments127,725 
Less: amount of lease payments representing interest26,888 
Present value of lease liabilities$100,837 


NOTE 8 – 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.

Equity investments in private companies that we do not significantly influence 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 2021, we recognized a $1.9 million gain on one such investment and a $1.9 million impairment charge on another, which related to fair value changes. These adjustments were a result of observable price changes in their fair values (Level 2). In 2020, we recorded a $9.2 million impairment charge due to the decline in the fair value of one of our investees. The fair value was determined using a market approach which was based significant inputs not observable in the market, and thus represented a Level 3 fair value measurement.

In 2021, we recorded an unrealized gain of $20.8 million due to the increase in the fair value of an available-for-sale debt security, which includes features that allow us to convert the investment into equity ownership upon the occurrence of certain events. The fair value of the available for sale debt security was determined to be $23.8 million. The valuation utilized a market based fair value approach relying on observable market data (Level 3). The unrealized gain has been recorded in "Accumulated other comprehensive loss” on the Consolidated Balance Sheet.

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 $3.40 billion as of December 31, 2021 and $3.79 billion as of December 31, 2020.

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The below fair value tables relate to our TRP pension plan assets (in thousands):
Pension Plan Assets
Fair value measurement as of Dec. 31, 2021
Level 1Level 2Level 3Total
Assets:
Cash and other$544 $— $— $544 
Corporate stock25,324 — — 25,324 
Interest in registered investment companies6,239 — — 6,239 
Total$32,107 $— $— $32,107 
Pension plan investments valued using net asset value as a practical expedient:
Common collective trust - equities$22,356 
Common collective trust - fixed income465,842 
Hedge fund19,156 
Partnership/joint venture interests2,297 
Total fair value of plan assets$541,758 
Fair value measurement as of Dec. 31, 2020
Level 1Level 2Level 3Total
Assets:
Cash and other$1,310 $— $— $1,310 
Corporate stock109,088 — — 109,088 
Interest in registered investment companies71,000 — — 71,000 
Total$181,398 $— $— $181,398 
Pension plan investments valued using net asset value as a practical expedient:
Common collective trust - equities$96,447 
Common collective trust - fixed income252,426 
Hedge fund18,033 
Partnership/joint venture interests4,692 
Total fair value of plan assets$552,996 

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.

NaN 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 three 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 2 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, subject to a withdrawal charge equal to 0.45% of the amount redeemed. Future funding commitments to our partnership investments totaled $0.7 million as of December 31, 2021 and 2020.

As of December 31, 2021, pension plan assets include 1 hedge fund which is a fund of hedge funds whose objective is to produce a return that is uncorrelated with market movements. Investments in the hedge fund 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.
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We review audited financial statements and additional investor information to evaluate fair value estimates from our investment managersnotes thereto or fund administrator. Our policy is to recognize transfers between levels at the beginningin management’s discussion and analysis of the reporting period. There were no transfers between levels during the year.

NOTE 9 – Shareholders’ equity

As of December 31, 2021, and 2020, our authorized capital was comprised of 800 million shares of common stock and 2 million shares of preferred stock. As of December 31, 2021, shareholders’ equity of TEGNA included 221.4 million shares that were outstanding (net of 103.0 million shares of common stock heldfinancial statements in treasury). As of December 31, 2020, shareholders’ equity of TEGNA included 219.5 million shares that were outstanding (net of 104.9 million shares of common stock held in treasury). No shares of preferred stock were issued and outstanding as of December 31, 2021, or 2020.

Capital stock and earnings per share

Wea periodic 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 2021, 2020, and 2019 are presented below (in thousands, except per share amounts):
202120202019
Net income$478,197 $482,763 $286,235 
Net (income) loss attributable to noncontrolling interest(1,242)15 — 
Adjustment of redeemable noncontrolling interest to redemption value46 (948)— 
Earnings available to common shareholders$477,001 $481,830 $286,235 
Weighted average number of common shares outstanding - basic221,504 219,232 217,138 
Effect of dilutive securities
Restricted stock736 246 461 
Performance share units230 254 346 
Stock options1 1 32 
Weighted average number of common shares outstanding - diluted222,471 219,733 217,977 
Earnings per share - basic$2.15 $2.20 $1.32 
Earnings per share - diluted$2.14 $2.19 $1.31 

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

In December 2020, our Board of Directors authorized a new share repurchase program for up to $300.0 million of our common stock over the next three years. From 2019 through 2021, no shares were repurchased. Certain of the shares we previously acquired have been reissued in settlement of employee stock awards. As a result of the announcement of the Merger Agreement on February 22, 2022, we have suspended share repurchases under this program.

Stock-Based Compensation Plans

In May 2001, our shareholders approved the adoption of the 2001 Omnibus Incentive Compensation Plan. This plan 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. In April 2020, our shareholders approved the adoption of the 2020 Omnibus Incentive Compensation Plan (the Plan). The Plan reserved the issuance of an additional 20.0 million shares or 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.

Performance share program - The Leadership Development and Compensation Committee (LDCC) of the Board of Directors has established a long-term incentive performance share program for our executives under the Plan. The number of shares
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earned under the performance share awards (PSAs) program is determined based on the achievement of certain financial performance criteria (adjusted EBITDA and free cash flow as definedfiled 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 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 during the two-year performance period, we 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 reverse all of the previously recognized compensation expense in the period such a determination is made.

RSU program - 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 1 share of common stock for each RSU granted, conditioned on continued employment for the relevant vesting period. RSUs 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.

Total shareholder return program - 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 1 share of our common stock, but carries no voting or dividend rights. The number of shares ultimately issued for each PSU award ranged from 0% to 200% of the award’s target. No PSUs were granted in 2021, 2020, and 2019.

We generally grant both RSUs and performance share awards annually to employees on March 1.

Stock-based Compensation Expense: The following table shows the stock-based compensation related amounts recognized in the Consolidated Statements of Income for equity awards (in thousands):
202120202019
RSUs$12,806 $11,686 $9,699 
PSAs18,7098,6209,277
PSUs— — 1,170 
Total stock-based compensation31,515 20,306 20,146 
Total income tax benefit8,082 4,297 4,354 
Stock-based compensation net of tax$23,433 $16,009 $15,792 
RSUs: As of December 31, 2021, there was $26.3 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 2.5 years.


A summary of RSU awards is presented below: 
202120202019
RSU ActivityShares
Weighted
average
fair value
Shares
Weighted
average
fair value
Shares
Weighted
average
fair value
Unvested at beginning of year2,614,654 $13.09 2,132,936 $13.22 1,567,704 $14.65 
Granted1,282,636 17.83 1,416,300 13.39 1,356,848 13.09 
Vested(899,282)13.21 (738,159)14.03 (581,479)16.31 
Canceled(155,720)14.56 (196,423)13.14 (210,137)14.53 
Unvested at end of year2,842,288 $15.11 2,614,654 $13.09 2,132,936 $13.22 

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PSAs: The PSAs were first granted in 2018. As of December 31, 2021, there was $8.1 million of unrecognized compensation cost related to non-vested PSAs (holding valuation inputs as of December 31, 2021 constant). This amount will be recognized as expense over a weighted average period of 1.7 years. A summary for the PSAs activity is presented below:

202120202019
PSAs ActivityTarget number of sharesWeighted average fair valueTarget number of sharesWeighted average fair valueTarget number of sharesWeighted average fair value
Unvested at beginning of year1,142,879 $12.87 698,482 $12.26 450,085 $12.05 
Granted553,090 17.48 673,127 13.47 567,356 12.36 
Vested(646,635)13.22 (151,511)13.40 (261,286)12.16 
Canceled(33,901)14.20 (77,219)12.50 (57,673)12.08 
Unvested at end of year1,015,433 $15.04 1,142,879 $12.87 698,482 $12.26 


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:
2019
PSUs ActivityTarget number of sharesWeighted average fair value
Unvested at beginning of year250,840 $23.92 
Granted— — 
Vested(228,287)23.92 
Canceled(22,553)23.92 
Unvested at end of year— $— 

Accumulated other comprehensive loss

The elements of our Accumulated Other Comprehensive Loss (AOCL) principally consisted of pension, retiree medical and life insurance liabilities, foreign currency translation and an unrealized gain on our available-for-sale investment. The following tables summarize the components of, and changes in AOCL, net of tax (in thousands):
2021Retirement Plans
Foreign Currency Translation (1)
Available-For-Sale InvestmentTotal
Balance at beginning of year$(120,979)$(97)— $(121,076)
Other comprehensive gain before reclassifications3,316 552 15,419 19,287 
Amounts reclassified from AOCL4,573 — — 4,573 
Balance at end of year$(113,090)$455 $15,419 $(97,216)
2020Retirement Plans
Foreign Currency Translation (1)
Total
Balance at beginning of year$(142,398)$(199)$(142,597)
Other comprehensive gain before reclassifications16,779 102 16,881 
Amounts reclassified from AOCL4,640 — 4,640 
Balance at end of year$(120,979)$(97)$(121,076)

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2019Retirement Plans
Foreign Currency Translation (1)
Total
Balance at beginning of year$(136,893)$382 $(136,511)
Other comprehensive income (loss) before reclassifications(10,339)(581)(10,920)
Amounts reclassified from AOCL4,834 — 4,834 
Balance at end of year$(142,398)$(199)$(142,597)
(1) Our entire foreign currency translation adjustment is related to our CareerBuilder investment. We record our share of foreign currency 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 6 and our other post-retirement benefits (health care and life insurance benefits). Reclassifications out of AOCL related to these post-retirement plans included the following (in thousands):
202120202019
Amortization of prior service (credit) cost$(481)$(481)$(481)
Amortization of actuarial loss5,698 6,690 6,246 
Pension payment timing related charges946 — 686 
Total reclassifications, before tax6,163 6,209 6,451 
Income tax effect(1,590)(1,569)(1,617)
Total reclassifications, net of tax$4,573 $4,640 $4,834 

NOTE 10 – 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):
202120202019
Reimbursement of spectrum repacking$(4,942)$(13,180)$(16,974)
Property and equipment impairments (gains)1,095 — (2,880)
Intangible asset impairments and other charges— 3,225 9,063 
Contract termination and other costs related to national sales1,540 — 5,456 
Total spectrum repacking reimbursements and other, net$(2,307)$(9,955)$(5,335)

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 2021, 2020 and 2019, we received $4.9 million, $13.2 million, $17.0 million of such reimbursements, which we have recorded as contra expense. All of our repacked stations have completed their transitions to their new channels.

Property and equipment impairments (gains): During 2021, we recorded $1.1 million impairment charges associated with the disposal of operating assets at several of our television stations. In 2019, we recognized a $2.9 million gain related to sale of one of our real estate properties.

Intangible asset impairments and other charges: In 2020, as a result of our annual impairment analysis we determined that a radio FCC license experienced a decline in value which resulted in a $1.1 million impairment charge. Also in 2020, we recognized a $2.1 million impairment charge in connection with eliminating the use of the Justice Network brand name and re-establishing the business under a new brand name called True Crime Network. 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: In 2021 and 2019, we incurred $1.5 million and $5.5 million charges associated with contracttermination and other incremental transition costs related to bringing our national sales organization in-house. Prior to the transition we utilized a third party national marketing representation firm for our national television advertising.

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NOTE 11 – Other matters

Litigation: In the third quarter of 2018, certain national media outlets reported the existence of a confidential investigation by the United States Department of Justice Antitrust Division (DOJ) into the local television advertising sales practices of station owners. We received a Civil Investigative Demand (CID) in connection with the DOJ’s investigation. On November 13 and December 13, 2018, the DOJ and seven other broadcasters settled a DOJ complaint alleging the exchange of competitively sensitive information in the broadcast television industry. In June 2019, we and four other broadcasters entered into a substantially identical agreement with DOJ, which was entered by the court on December 3, 2019. The settlement contains no finding of wrongdoing or liability and carries no penalty. It prohibits us and the other settling entities from sharing certain confidential business information, or using such information pertaining to other broadcasters, except under limited circumstances. The settlement also requires the settling parties to make certain enhancements to their antitrust compliance programs, to continue to cooperate with the DOJ’s investigation, and to permit DOJ to verify compliance. 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, In re Local Television Advertising Litigation, 1:18-cv-06785, filed on July 30, 2018. At the court’s direction, plaintiffs filed an amended complaint on April 3, 2019, that superseded the original complaints. Although we were named as a defendant in sixteen of the original complaints, the amended complaint did not name TEGNA as a defendant. After TEGNA and four other broadcasters entered into consent decrees with the DOJ in June 2019, the plaintiffs sought leave from the court to further amend the complaint to add TEGNA and the other settling broadcasters to the proceeding. The court granted the plaintiffs’ motion, and the plaintiffs filed the second amended complaint on September 9, 2019. On October 8, 2019, the defendants jointly filed a motion to dismiss the matter. On November 6, 2020, the court denied the motion to dismiss. Fact discovery is now underway and, under the current schedule, is expected to be completed by December 30, 2022. 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 commitments related to licensed broadcast agreements that are not recorded on our balance sheet as of December 31, 2021. Such obligations include future payments related to our programming contracts (in thousands). See Note 7 for further information on our lease commitments. We have $1.35 billion of commitments under programming contracts that include syndicated television station commitments to purchase programming to be produced in future years. This also includes amounts related to our network affiliation agreements. Certain network affiliation agreements include variable fee components such as a rate per number of subscribers, which in have been estimated based on current subscriber levels and reflected in the table below.
YearProgramming Contracts
2022$808,378 
2023527,113 
202410,224 
20254,371 
20262,823 
Thereafter398 
Total$1,353,307 

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. In 2021, two customers purchased both advertising and marketing services and paid us compensation related to retransmission consent agreements, which payments in the aggregate represented more than 10% of consolidated revenues in 2021. These customers represented $410.8 million and $399.7 million of consolidated revenue in fiscal year ended December 31, 2021. In 2020 we had one major customer that purchased more than 10% of our revenue with $393.4 million, while we had two customers that purchased more than 10% of our revenue with $270.3 million and $251.2 million in 2019.

Related Party Transactions: We have an equity and debt investment in MadHive which is a related party of TEGNA. In addition to our investment, we also have commercial agreements with MadHive where they support our Premion business in acquiring OTT advertising inventory, as well as delivering and tracking the ad impressions. During the year ended December 31,
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2021, we incurred expenses of $80.3 million as a result of the commercial agreements with MadHive. During the years ended December 31, 2020 and 2019, we incurred $55.1 million and $34.3 million of expenses respectively, under the commercial agreements. These expenses are recorded as “Cost of revenue” on our Consolidated Statements of Income. As of December 31, 2021 and 2020 we had accounts payable and accrued liabilities of $8.9 million and $13.5 million, respectively.

In December 2021, we renewed our two existing commercial agreements with MadHive. Simultaneously with the commercial agreement renewals, we also amended the terms of our existing available-for-sale convertible debt security with MadHive, which became effective on January 3, 2022. The amendments to the convertible debt agreement modified several items, including the conversion rights as well as the maturity date of the note. In exchange for the convertible debt modifications, we received favorable rates in our renewed commercial agreements. We estimated the fair value of our available-for-sale security at December 31, 2021 using a market fair value approach based on the cash we expect to receive upon maturity of the note and the estimated cash savings that the favorable contract rates will provide over the term of the commercial agreements. We expect to record a gain of $20.8 million in “Other non-operating items, net” in the Consolidated Statements of Income in the first quarter of 2022, when the terms of the amended convertible debt security become effective. In January 2022, we will also record an intangible contract asset for $20.8 million which will be amortized to expense over the noncancellable term of the commercial agreements of two years.

Sale of minority ownership interest in Premion: On March 2, 2020, we sold a minority ownership interest in Premion, LLC (Premion) for $14.0 million to an affiliate of Gray Television (Gray). In connection with that transaction, Premion and Gray entered into a commercial arrangement under which Gray resells Premion services across all of Gray’s 113 television markets. Our TEGNA stations and Gray each have the right to independently sell Premion’s inventory in markets where we both operate a local television station. The sale of spot television advertising is not part of this agreement, and Gray and our TEGNA stations continue to sell spot advertising for our respective stations without any involvement from the other party.

In connection with acquiring a minority interest, Gray has the right to sell its interest to Premion if there is a change in control of TEGNA or if the commercial reselling agreement terminates. Since redemption of the minority ownership interest is outside our control, Gray’s equity interest is presented outside of the Equity section on the Consolidated Balance Sheet in the caption “Redeemable noncontrolling interest.” On the date of sale, we recorded a $14.0 million redeemable noncontrolling interest on the Consolidated Balance Sheet in connection with Gray’s investment. When the redemption value or the carrying value (the acquisition date fair value adjusted for the noncontrolling interest’s share of net income (loss) and dividends) is less than the redemption value, we adjust the redeemable noncontrolling interest to equal the redemption value with changes recognized as an adjustment to retained earnings. Any such adjustment, when necessary, will be performed as of the applicable balance sheet date.

NOTE 12 – Subsequent Event

Merger Agreement

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

The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into the Company (the Merger), with the Company continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent. The Merger Agreement provides that each share of common stock, par value $1.00 per share, of the Company (the Common Stock) outstanding immediately prior to the effective time of the Merger (the Effective Time), other than certain excluded shares, will at the Effective Time automatically be converted into the right to receive (i) $24.00 per share of Common Stock in cash, without interest, plus (ii) additional amounts in cash, without interest, if the Merger does not close within a certain period of time after the date of the Merger Agreement.

The Merger is subject to the approval of the Merger Agreement by the stockholders of the Company and the satisfaction of customary closing conditions, including receipt of applicable regulatory approvals, and is expected to close in the second half of 2022.

The Merger Agreement contains certain termination rights and provides that, upon termination of the Merger Agreement under certain specified circumstances, the Company will be required to pay Parent a termination fee of $163,000,000, and Parent will be required to pay the Company a termination fee of (i) $136,000,000 or (ii) $272,000,000, in each case under certain specified circumstances.

The Company has made customary representations, warranties and covenants in the Merger Agreement.

If the Merger is consummated, the shares of Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.
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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.
“Free Cash Flow” means “net cash flow from operating activities” less “purchase of property and equipment”, each as reported in the Company’s consolidated statements of cash flows, and adjusted to exclude (1) voluntary pension contributions, (2) capital expenditures required either by government regulators or due to natural disasters offset by any reimbursements of such expenditures (e.g., from the U.S. government or an insurance company), and (3) the same adjustments made to Adjusted EBITDA, other than income taxes and interest to the extent of their impact on Free Cash Flow. When calculating Free Cash Flow in respect of the 2021 Performance Shares, actual changes in working capital for the year will be disregarded to the extent they are greater than or less than the $20 million collar specified by the Committee from the target change in working capital. The “collar” limits the effect of volatility in working capital that can impact the Company’s Free Cash Flow.
The Committee reserves the right to modify the calculations to adjust for impacts it deems appropriate.
The following table illustrates the ranges of potential payouts based on threshold, target and maximum performance levels for each financial performance metric adopted by the Committee for the applicable performance cycle:
   
Actual versus Target
  
Applicable Payout

Percentage*
 
Below Threshold (80%)
   <80%   0 
Threshold
   80%   65% 
Target
   100%   100% 
Maximum
   110%   200% 
Above Maximum
   >110%   200% 
*
The Applicable Payout Percentage is calculated using straight line interpolation for points between Threshold and Target and for points between Target and Maximum.
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The Company does not publicly disclose its expectations of how it will perform on a prospective basis in future periods or specific long-term incentive plan targets applicable under its compensation programs due to potential competitive harm. The target performance goals for Adjusted EBITDA and Free Cash Flow for each
two-year
performance cycle are designed to be appropriately challenging based on internal forecasts and the Company’s historical results, and there is a risk that payments will not be made at all or will be made at less than 100% of the target amount.
With certain exceptions for terminations due to death, disability, retirement (defined as 65 years of age or at least 55 years of age with at least 5 years of service) or a change in control of the Company, Performance Shares generally vest on the expiration of the three-year vesting service period (the Incentive Period) only if the executive continues to be employed by the Company through the last day of the vesting service period.
Following the end of the vesting service period, each executive who has earned Performance Shares will receive the number of shares of Company common stock earned for the performance cycle, less withholding taxes. Dividends are not paid or accrued on Performance Shares.
The vesting of the Performance Share grants will not accelerate in connection with a change in control, unless the executive has a qualifying termination of employment within two years following the date of the change in control or the grants are not continued or assumed (e.g., the grants are not equitably converted or substituted for awards of the successor company) following the change in control. In the event a change in control occurs prior to the expiration of the applicable performance period, the executive will receive (if the vesting requirements are satisfied) the target number of Performance Shares set forth in the executive award agreement for that Performance Share grant. In the event a change in control occurs after the expiration of the applicable performance period but prior to the expiration of the applicable vesting service period, the executive will receive (if the vesting requirements are satisfied) the number of Performance Shares earned during the applicable performance cycle.
2021 RSU Awards
An RSU generally represents the right to receive a share of Company stock at a specified date, provided that certain service requirements are satisfied. The RSUs granted to our NEOs in 2021 generally vest and are paid in four annual installments, a longer cycle than the three-year vesting period often used by companies for RSU grants. Executives are also entitled to receive a prorated portion of their RSUs upon retirement, disability or death. The vesting of the RSUs will not accelerate in connection with a
change-in-control,
unless the executive has a qualifying termination of employment within two years following the date of the
change-in-control
or the grants are not continued or assumed (e.g., the awards are not equitably converted or substituted for awards of the successor company) following the
change-in-control.
Results for 2020 Performance Share Awards
In 2020, the NEOs received Performance Share awards with a
two-year
performance cycle of January 1, 2020 through December 31, 2021, contingent on the Company achieving its
two-year
Adjusted EBITDA and Free Cash Flow as a Percentage of Revenue performance targets. The performance metric targets established by the Committee were designed to be challenging.
Performance Metric Targets for the 2020 Performance Shares
   
Adjusted
EBITDA
   
Cash Flow
as a
Percentage
of Revenue
 
2020-2021 Total:
  $1,963,771,000    19.5%
1
 
1 
Based on a Free Cash Flow target of $1,170,912,000 and a Revenue target of $5,996,027,000.
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In February 2022, the Committee determined that the 2020-2021 Adjusted EBITDA and Cash Flow as a Percentage of Revenue performance metrics were achieved at $2,000,298,000 and 21.3%, respectively, which resulted in a payout percentage of 143.1% of the target number of 2020 Performance Shares, resulting in each NEO earning the following number of Performance Shares:
Executive
2020

Performance

Shares
Mr. Lougee
325,794
Ms. Harker
81,680
Ms. Beall
66,919
Mr. Harrison
45,945
The earned 2020 Performance Shares remain subject to service vesting requirements; they generally will be paid out shortly after February 28, 2023 to the extent the executive has satisfied the vesting requirements for such awards as of such date.
Benefits and Perquisites
The Company’s NEOs are provided a limited number of personal benefits and perquisites (described in footnote 4 to the Summary Compensation Table). The Committee’s objectives in providing these benefits are to provide insurance protection for our NEOs and their families, to enable the Company to attract and retain superior management talent in a competitive marketplace, to complement other compensation components, and to help minimize distractions from our executives’ attention to important Company initiatives.
The personal benefits and perquisites the Company provides to our NEOs, including medical, life insurance and disability plans, are generally the same as those offered to other similarly situated senior executives. For additional information about these and other post-employment benefits, see the “Other Potential Post-Employment Payments” section of this report.
Post-Termination Pay
The Company sponsors post-termination pay plans which assist the Company in recruiting and retaining employees and in providing leadership stability and long-term commitment.
TEGNA Retirement Plan (TRP)
Prior to the
spin-off
of Gannett in June 2015 (the “Gannett
Spin-off”),
eligible Company employees generally had earned benefits under the Gannett Retirement Plan (GRP). In connection with the Gannett
Spin-off,
the Company adopted the TEGNA Retirement Plan (TRP), a
tax-qualified
defined benefit retirement plan which assumed the GRP pension liabilities relating to Company employees. Accordingly, the TRP generally provides retirement income to certain of the Company’s U.S.-based employees who were employed before their benefits were frozen on August 1, 2008, at which time participants, including each of the NEOs (other than Ms. Harker, who did not participate in the GRP and does not participate in the TRP), ceased to earn additional benefits for compensation or service earned on or after that date. The TRP provides benefits for employees based upon years of credited service, and the highest consecutive five-year average of an employee’s compensation out of the final ten years of credited service, referred to as final average earnings, or FAE. Subject to Internal Revenue Code limits, compensation generally includes a participant’s base salary, performance-based bonuses, and
pre-tax
contributions to the Company’s benefit plans other than the TEGNA Deferred Compensation Plan (DCP). Until benefits commence, participants’ frozen benefits are periodically adjusted to reflect increases in a specified
cost-of-living
index (i.e., the consumer price index for all urban consumers published by the U.S. Department of Labor Bureau of Statistics for U.S. all items less food and energy).
Effective January 1, 1998, the Company made a significant change to the GRP for service after that date. Certain employees who were either retirement-eligible or had a significant number of years of service with the Company were “grandfathered” in the plan provisions applicable to them prior to the change
(pre-1998
plan provisions). Other employees were transitioned to the post-1997 plan provisions under the GRP.
The
pre-1998
plan provisions provide for a benefit that is expressed as a monthly annuity at normal retirement equal to a gross benefit reduced by a portion of the participant’s Social Security benefit. Generally, a participant’s annual gross benefit is
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calculated by multiplying the participant’s years of credited service by specified percentages (generally 2% for each of a participant’s first 25 years of credited service and 0.7% for years of credited service in excess of 25) and multiplying such amount by the participant’s FAE. Benefits under the
pre-1998
plan provisions are paid in the form of monthly annuity payments for the life of the participant and, if applicable, the participant’s designated beneficiary. The
pre-1998
plan provisions provide for early retirement subsidies for participants who terminate employment after attaining age 55 and completing five years of service and elect to commence benefits before age 65. Under these provisions, a participant’s gross benefit that would otherwise be paid at age 65 is reduced by 4% for each year the participant retires before age 65. If a participant terminates employment after attaining age 60 with 25 years of service, the participant’s gross benefit that would otherwise be paid at age 65 is reduced by 2.5% for each year the participant retires before age 65.
The post-1997 plan provisions provide for a benefit under a pension equity formula, which generally expresses a participant’s benefit as a current lump sum value based on the sum of annual percentages credited to each participating employee. The percentages increase with years of service, and, in some circumstances, with age. Upon termination or retirement, the total percentages are applied to a participant’s FAE resulting in a lump sum benefit value. The pension equity benefit can be paid as either a lifetime annuity or a lump sum.
As noted above, in connection with the Gannett
Spin-off,
the TRP assumed the GRP pension liabilities of the NEOs who had accrued a benefit under the GRP. The TRP benefit for each of our participating NEOs is calculated under the post-1997 plan provisions. However, as noted below, the SERP benefit for Ms. Beall is calculated under the
pre-1998
plan provisions. Each of the NEOs who participates in the TRP is fully vested in his or her TRP benefit.
In connection with its acquisition of Belo Corp. (Belo), the Company assumed the legacy Belo pension plan (the “Belo Plan”), which was merged into the TRP. Since Mr. Lougee earned a pension benefit while employed by Belo, the total TRP benefit for Mr. Lougee is calculated based on his accruals under both the post-1997 TRP plan provisions and the Belo Plan provisions, in which benefits he is also fully vested. Under the Belo Plan, which was frozen to new benefits as of March 31, 2007, Mr. Lougee will be entitled to monthly annuity payments for his life commencing at age 65 calculated by multiplying his Belo credited service (including any additional service credits provided when the plan was frozen) by his monthly FAE, in each case earned at Belo as of March 31, 2007, and further multiplied by specified percentages (generally 1.1% plus 0.35% for average earnings in excess of covered compensation). If Mr. Lougee were to terminate employment and elect to commence receiving benefits prior to age 65, his benefit that would otherwise be paid at age 65 would be reduced as follows: 3.33% per year for each year of such early retirement prior to age 61 and 6.67% per year for each year of such early retirement between ages 61 and 65.
TEGNA Supplemental Retirement Plan (SERP)
The SERP is a nonqualified retirement plan that provides eligible employees with retirement benefits that cannot be provided under the TRP due to the Internal Revenue Code, which limits the compensation that can be recognized under qualified retirement plans and imposes limits on the amount of benefits which can be paid. For some participants, including Ms. Beall, the SERP also provides a benefit equal to the difference between the benefits calculated under the
pre-1998
formula, without regard to the
IRS-imposed
limits on pay and benefits, and the amount they will receive from the TRP under the post-1997 formula. The SERP benefits for Mr. Lougee and Mr. Harrison are calculated under the post-1997 formula without regard to the
IRS-imposed
limits on pay and benefits. For all SERP participants, the benefit calculated under the applicable SERP formula is reduced by benefits payable from the TRP. Ms. Harker does not participate in the SERP.
In conjunction with the Company’s decision to freeze benefits under the GRP, the Company also decided to make changes to benefits under the SERP. Generally, until December 31, 2017, SERP participants whose SERP benefits were calculated under the
pre-1998
formula continued to accrue benefits under the SERP. However, their benefits for credited service after August 1, 2008 were calculated at a rate that is
one-third
less than the
pre-August 1,
2008 rate. Ms. Beall is the only NEO who was affected by this change. Ms. Beall is currently eligible for early retirement under the
pre-1998
formula that applies to her under the SERP.
Effective December 31, 2017, SERP participants whose SERP benefits were calculated under the
pre-1998
formula had their SERP benefits frozen such that they ceased to earn additional benefits for earnings, credited service, cost of living adjustments or any other factor or reason after that date. Ms. Beall is the only NEO who was affected by this change.
Effective August 1, 2008, SERP participants whose SERP benefits were not calculated under the
pre-1998
formula had their SERP benefits frozen such that they ceased to earn additional benefits for compensation or service earned on or after that date. Until benefits commence, such participants’ frozen benefits are periodically adjusted to reflect increases in a specified
cost-of-living
index (i.e., the consumer price index for all urban consumers published by the U.S. Department of Labor Bureau of Statistics for U.S. all items less food and energy). Mr. Lougee and Mr. Harrison are the only NEOs who were affected by this change.
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SERP benefits generally vest if the participant terminates employment after attaining age 55 and completing at least five years of service with the Company, although benefits become fully vested upon a change in control.
SERP benefits are generally paid in the form of a lump sum amount when a participant separates from service or, if later, the date the participant attains age 55, except that payment is accelerated in the event that the Company undergoes a change in control.
Mr. Lougee and Ms. Beall each are fully vested in his or her SERP benefits. Mr. Harrison is not vested in his SERP benefit but will become vested if he continues employment until age 55.
TEGNA 401(k) Savings Plan (401(k) Plan)
Most of the Company’s employees based in the United States are eligible to participate in the TEGNA 401(k) Savings Plan (“401(k) Plan”), which permits eligible participants to make
pre-tax
contributions and provides for matching and other employer contributions. Since 2018, the matching contribution rate for the 401(k) plan has been 100% of the employee’s elective deferrals up to the first 4% of the employee’s compensation. For purposes of the 401(k) Plan and subject to Internal Revenue Code limits, compensation generally includes a participant’s base salary, performance-based bonuses, and
pre-tax
contributions to the Company’s benefit plans. Company contributions under the 401(k) Plan are immediately vested when they are made; therefore, as of the date of this report, Company contributions are 100% vested for each of the NEOs.
TEGNA Deferred Compensation Plan (DCP)
Each NEO who participates in the DCP, the Company’s nonqualified deferred compensation plan, may elect to defer all or a portion of his or her compensation under the DCP, provided that the minimum deferral must be $5,000 for each form of compensation (base salary and bonus) for the year of deferral. The amounts deferred by each NEO are vested and will be deemed invested in the fund or funds designated by such NEO from among a number of funds offered under the DCP.
The DCP provides for Company contributions on behalf of certain employees whose benefits under the 401(k) Plan are capped by Internal Revenue Code rules that limit the amount of compensation that can be taken into account when calculating benefits under a qualified plan. Generally, Company contributions to the DCP are calculated by applying the same formula that applies to an employee’s matching contributions under the 401(k) Plan to the employee’s compensation in excess of the Internal Revenue Code compensation limit. Participants are not required to make elective contributions to the DCP to receive an employer contribution under the DCP. The same vesting rules that apply under the 401(k) Plan apply to contributions under the DCP, except that amounts under the DCP become vested upon a change in control. Each NEO has been credited with Company contributions to the DCP and was immediately vested in his or her Company contribution when it was made.
Amounts that a participant elects to defer into the DCP are generally paid at the time and in the form elected by the participant, provided that if the participant terminates employment before attaining age 55 and completing five years of service, benefits are paid in a lump sum amount upon such termination (although for
pre-2005
deferrals the Committee may pay such deferrals in five annual installments). The DCP permits participants to receive
in-service
withdrawals of participant contributions for unforeseeable emergencies and certain other circumstances. Prior to when the deferrals are made, a participant may make a special election as to the time and form of payment for benefits that become payable due to the participant’s death or disability if payments have not already commenced, and deferrals will be paid in accordance with such elections under those circumstances. Company contributions to the DCP are generally paid in the form of a lump sum amount when a participant separates from service. The payment of post-2004 Company and participant DCP contributions is accelerated in the event that the Company undergoes a change in control.
TEGNA 2015 Change in Control Severance Plan
The TEGNA 2015 Change in Control Severance Plan (CIC Severance Plan) provides severance pay for certain key executives upon a change in control of the Company in order to assure the Company that it will have the continued dedication of, and the availability of objective advice and counsel from, key executives notwithstanding the possibility, threat or occurrence of a change in control. Mr. Lougee is the only NEO eligible to participate in the CIC Severance Plan. Ms. Harker, Ms. Beall and Mr. Harrison participate in the TEGNA Transitional Compensation Plan (TCP) rather than the CIC Severance Plan. The Board believes it is imperative that the Company and the Board be able to rely upon key executives to continue in their positions and be available for
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advice, if requested, in connection with any proposal relating to a change in control without concern that those individuals might be distracted by the personal uncertainties and risks created by such a proposal. Change in control arrangements also facilitate the Company’s ability to attract and retain management as the Company competes for talented employees in a marketplace where such protections are common.
With those goals in mind, the CIC Severance Plan provides that a participant would be entitled to compensation if the participant is terminated prior to and in connection with a change in control or, if within two years from the date of the change in control, the participant’s employment is terminated by the Company other than for “cause,” or by the participant for “good reason”.
Following is a summary of several key terms of the CIC Severance Plan:
“change in control” means the first to occur of: (1) the acquisition of 20% or more of the Company’s outstanding shares of common stock or the combined voting power of the Company’s outstanding voting securities; (2) the Company’s incumbent directors ceasing to constitute at least a majority of the Board, except in connection with the election of directors approved by a vote of at least a majority of the directors then comprising the incumbent Board; (3) consummation of a sale of the Company in a merger or similar transaction, or a sale or other disposition of all or substantially all of the Company’s assets; or (4) approval by the Company’s shareholders of the Company’s complete liquidation or dissolution.
“cause” means (1) the participant’s material misappropriation of Company funds or property; (2) the participant’s unreasonable and persistent neglect or refusal to perform his or her duties which is not remedied within 30 days following notice from the Company; or (3) the participant’s conviction, including a plea of guilty or of nolo contendere, of a securities law violation or a felony.
“good reason” means the occurrence after a change in control of any of the following without the participant’s express written consent, unless fully corrected prior to the date of termination: (1) a material diminution of the participant’s duties, authorities or responsibilities; (2) a reduction in the participant’s base salary or target bonus opportunity; (3) a failure to provide the participant with an annual long-term incentive opportunity whose grant date value is equivalent to or greater in value than participant’s regular annual long-term incentive opportunity in effect on the date of the change in control; (4) the relocation of the participant’s office from the location at which the participant is principally employed immediately prior to the date of the change in control to a location 35 or more miles farther from the participant’s residence immediately prior to the change in control, or the Company’s requiring the participant to be based anywhere other than the Company’s offices, except for required travel on the Company’s business to an extent substantially consistent with the participant’s business travel obligations prior to the change in control; (5) the failure by the Company to pay any compensation or benefits due to the participant; (6) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform the CIC Severance Plan; or (7) any purported termination of the participant’s employment that is not effected pursuant to the CIC Severance Plan.
“multiplier” means 3.0 for the Company’s CEO as of the date of the change in control; 2.0 for a participant who on the date of the change in control is a member of the Company’s executive leadership team and reports directly to the Company’s CEO; and 1.0 for other participants. Mr. Lougee’s multiplier is 3.0.
A NEO entitled to compensation under the CIC Severance Plan would receive:
Payments
. Upon a participant’s qualifying termination of employment, the participant is entitled to receive a lump sum amount equal to the sum of (1) any unpaid base salary or bonus through the date of termination; and (2) a prorated annual bonus for the portion of the fiscal year elapsed prior to the termination date in an amount equal to the average annual bonus the participant earned with respect to three fiscal years immediately prior to the fiscal year in which the termination date occurs prorated for the portion of the fiscal year elapsed prior to the termination date. Additionally, participants are paid a lump sum cash severance payment equal to a “multiplier” that is designated for the participant times the sum of (1) the participant’s annual base salary at the highest rate of salary during the
12-month
period immediately prior to the termination date or, if higher, during the
12-month
period immediately prior to the change in control (in each case, as determined without regard for any reduction for deferred compensation, 401(k) plan contributions and similar items), and (2) the greater of (A) the average annual bonus the participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the change in control occurs; and (B) the average annual bonus the participant earned with respect to the three fiscal years immediately prior to the fiscal year in which the termination occurs.
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COBRA Benefit
. A participant will receive an amount equal to the monthly COBRA cost of the participant’s medical and dental coverage in effect as of the date of termination multiplied by the lesser of (1) 18; or (2) 24 minus the number of full months between the date of the change in control and the date of termination.
Excise Taxes
. In the event benefits otherwise would be subject to Section 4999 of the Code, they will be reduced to $1 less than the amount that would trigger such taxes if such a reduction would put the applicable participant in a better
after-tax
position.
Benefits are subject to the participant executing a release and agreeing to certain restrictive covenants.
TEGNA Transitional Compensation Plan (TCP)
The TCP is a legacy plan that provides severance pay for some of our NEOs and other key executives upon a change in control of the Company. Ms. Harker, Ms. Beall and Mr. Harrison participate in the TCP. Ms. Harker first participated in the TCP after April 15, 2010. Mr. Lougee participates in the CIC Severance Plan rather than the TCP.
On December 8, 2015, the Company, consistent with its practice of updating its plans and programs from time to time in light of evolving market trends, froze participation in the TCP and, effective December 15, 2016, additional service credit accruals for existing participants.
The TCP assures the Company that it will have the continued dedication of, and the availability of objective advice and counsel from, key executives notwithstanding the possibility, threat or occurrence of a change in control. As a result, we believe the TCP helps promote the retention and continuity of certain key executives for at least one year after a change in control. The Board believes it is imperative that the Company and the Board be able to rely upon key executives to continue in their positions and be available for advice, if requested, in connection with any proposal relating to a change in control without concern that those individuals might be distracted by the personal uncertainties and risks created by such a proposal. Change in control arrangements also facilitate the Company’s ability to attract and retain management as the Company competes for talented employees in a marketplace where such protections are common.
With those goals in mind, the TCP provides that participants would be entitled to compensation following a change in control if (1) within two years from the date of the change in control the participant’s employment is terminated by the Company other than for “cause,” or by the employee for “good reason”, or (2) in the case of executives participating in the TCP before April 15, 2010 (but not those who first participate in the TCP on or after that date), within a
30-day
window period beginning on the first anniversary of the change in control, the executive terminates his or her employment voluntarily.
Following is a summary of several key terms of the TCP:
“change in control” means the first to occur of: (1) the acquisition of 20% or more of our then-outstanding shares of common stock or the combined voting power of our then-outstanding voting securities; (2) our incumbent directors cease to constitute at least a majority of the Board, except in connection with the election of directors approved by a vote of at least a majority of the directors then comprising the incumbent Board; (3) consummation of our sale in a merger or similar transaction or sale or other disposition of all or substantially all of our assets; or (4) approval by our shareholders of the Company’s complete liquidation or dissolution.
“cause” means (1) any material misappropriation of Company funds or property; (2) the executive’s unreasonable and persistent neglect or refusal to perform his or her duties which is not remedied in a reasonable period of time following notice from the Company; or (3) conviction of a felony involving moral turpitude.
“good reason” means the occurrence after a change in control of any of the following without the participant’s express written consent, unless fully corrected prior to the date of termination: (1) a material diminution of an executive’s duties or responsibilities; (2) a reduction in, or failure to pay timely, the executive’s compensation and/or other benefits or perquisites; (3) the relocation of the executive’s office outside the Washington, D.C. metropolitan area or away from the Company’s headquarters; (4) the failure of the Company or any successor to assume and agree to perform the TCP; or (5) any purported termination of the executive’s employment other than in accordance with the TCP. Any good faith determination of “good reason” made by the executive shall be conclusive.
“severance period” means a number of whole months equal to the participant’s months of continuous service with the Company or its affiliates divided by 3.33; provided, however, that in no event shall the participant’s severance period be less than 24 months or more than 36 months, regardless of the participant’s actual length of service. As of December 31, 2021, the severance periods for Ms. Harker, Ms. Beall and Mr. Harrison are 24, 36 and 36 months, respectively.
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An NEO entitled to compensation under the TCP would receive:
Pension
. In addition to their vested TRP and SERP benefits, upon their termination of employment, TCP participants are entitled to a lump sum payment equal to the difference between (1) the amount that would have been paid under the TRP and SERP had the executive remained in the employ of the Company for the severance period and received the same level of base salary and bonus which the executive received with respect to the fiscal year immediately preceding the date of the change in control or the termination date, whichever is higher, and (2) the amount payable under the TRP and SERP as of the later of the date of the change in control or the termination date, whichever is higher. Ms. Beall’s SERP benefit was subject to a service and pay freeze as of December 15, 2017. Mr. Harrison’s SERP benefit was subject to a service and pay freeze as of August 1, 2008. Ms. Beall is 100% vested in her SERP benefit and Mr. Harrison would become 100% vested in his SERP benefit in the event of a change in control. The TCP would provide each of Ms. Beall and Mr. Harrison with increases in her or his pension benefit through the end of her or his severance period. Ms. Harker does not participate in the TRP or the SERP.
Payments
. Upon a TCP participant’s qualifying termination of employment, the participant is entitled to receive a lump sum amount equal to the sum of (i) any unpaid base salary through the date of termination at the higher of the base salary in effect immediately prior to change in control or on the termination date; and (ii) an amount equal to the highest annual bonus paid in the three preceding years which is prorated to reflect the portion of the fiscal year in which the participant was employed prior to termination. Additionally, TCP participants are paid a lump sum cash severance payment equal to the participant’s severance period divided by twelve multiplied by the sum of (1) the executive’s highest base salary during the
12-month
period prior to the termination date or, if higher, during the
12-month
period prior to the change in control (plus certain other compensation items paid to the participant during the
12-month
period prior to the date of termination), and (2) the greater of (a) the highest annual bonus earned by the executive in the three fiscal years immediately prior to the year of the change in control or (b) the highest annual bonus earned by the executive with respect to any fiscal year during the period between the change in control and the date of termination.
Excise Taxes
. Executives participating in the TCP before April 15, 2010 (but not those who first participated in the TCP on or after that date) would be entitled to receive payment of an amount sufficient to make them whole for any excise tax imposed on the payment under Section 4999 of the Internal Revenue Code. The effects of Section 4999 generally are unpredictable and can have widely divergent and unexpected effects based on an executive’s personal compensation history. Therefore, to provide an equal level of benefit across individuals without regard to the effect of the excise tax, the Company determined that excise tax reimbursement payments were appropriate for certain TCP participants. Executives, such as Ms. Harker, who first participated in the TCP on or after April 15, 2010, will not receive a Section 4999 excise tax reimbursement. The change of control benefits for executives who are not entitled to receive a Section 4999 excise tax reimbursement payment will be reduced to $1 less than the amount that would trigger such taxes if such a reduction would put them in a better
after-tax
position.
Medical and Life Insurance
. For purposes of determining a TCP participant’s eligibility for retiree life insurance and medical benefits, the participant is considered to have attained the age and service credit that the participant would have attained had the participant remained employed until the end of the severance period. Additionally, each TCP participant receives life and medical insurance benefits for the severance period in amounts no less than those that would have been provided had the participant not been terminated.
TEGNA Executive Severance Plan (TESP)
Each of the NEOs participates in the TEGNA Inc. Executive Severance Plan (TESP). The TESP provides severance payments to each of the NEOs and other executives of the Company approved by the Committee in the event of certain involuntary terminations of employment. Under the TESP, a participant who experiences an involuntary termination of employment without cause would receive a
lump-sum
cash severance payment equal to the product of (a) a severance multiple; and (b) the sum of the participant’s (1) annual base salary and (2) average annual bonus earned for the three fiscal years immediately preceding the termination. The severance multiple is 2.0 for a participant who is the Company’s Chief Executive Officer, 1.5 for a participant who is a member of the Company’s executive leadership team who reports directly to the Company’s Chief Executive Officer, and 1.0 for all other participating executives. In addition, participating executives would receive a lump sum amount equal to the sum of (1) any unpaid base salary or bonus through the date of termination; and (2) a prorated annual bonus for the portion of the fiscal year elapsed prior to the termination. The severance payment is contingent upon the participant’s execution of a separation agreement containing a release of claims in favor of the Company and its affiliates and covenants restricting the
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participant’s competition, solicitation of employees, disparagement of the Company and its affiliates, and disclosure of confidential information. The separation agreement also contains a release of claims by the Company and its affiliates in favor of the participant and a covenant restricting the Company’s disparagement of the participant. The severance multiples for Mr. Lougee, Ms. Harker, Ms. Beall and Mr. Harrison are 2.0, 1.5, 1.5 and 1.5, respectively.
In May 2017, in order to secure the retention of Ms. Harker following the Cars.com
Spin-off,
the Company entered into a letter agreement with Ms. Harker pursuant to which she was entitled to participate in the TESP or a plan that provides substantially similar benefits through February 28, 2018. Following that date, Ms. Harker is permitted to terminate her employment with the Company voluntarily and receive the benefits contemplated by the TESP or such other severance plan, subject to her compliance with certain notice requirements and the terms of such plan (including the execution of a release of claims) and provided that circumstances have not arisen entitling the Company to terminate her employment for cause.
Additional information regarding severance benefits for the Company’s NEOs is set forth in the section of this report entitled “Other Potential Post-Employment Payments.”
Other Compensation Policies
Recoupment Policy
The Company has adopted a recoupment or “clawback” policy that applies to cash-based and equity-based incentive compensation awards granted to the Company’s employees, including the NEOs. Under the policy, to the extent permitted by applicable law and subject to the approval of the Committee, the Company may seek to recoup any incentive based compensation awarded to any employee subject to the policy, if (1) the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws, (2) the fraud or intentional misconduct of an employee subject to the policy contributed to the noncompliance that resulted in the obligation to restate, and (3) a lower award of incentive-based compensation would have been made to the covered employee had it been based upon the restated financial results. In December 2018, the Company amended (the Exchange Act).its recoupment policy to also permit the Committee to recoup up to three years of an employee’s incentive compensation if that employee’s gross negligence or intentional misconduct caused the Company material harm (financial, competitive, reputational or otherwise), even if the Company is not required to prepare an accounting restatement. The policy is in addition to any other remedies the Company may have, including those available under Section 304 of the Sarbanes-Oxley Act of 2002, as amended.
Hedging, Short-Selling and Pledging Policy
The Company has adopted a policy that prohibits the Company’s employees and directors from purchasing financial instruments that are designed to hedge or offset any fluctuations in the market value of the Company’s equity securities they hold, purchasing the Company’s shares on margin and selling any securities of the Company “short.” The policy also prohibits the Company’s directors and executive officers from borrowing against any account in which the Company’s equity securities are held or pledging the Company’s equity securities as collateral for a loan. These prohibitions apply whether or not such equity securities were acquired through the Company’s equity compensation programs.
Tax Considerations
Effective January 1, 2018, Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation over $1,000,000 paid to an individual who was the company’s CEO, CFO or one of the company’s next three other most highly compensated executive officers in any year after 2016. As a general matter, while the Committee considers tax deductibility as one of several relevant factors in determining compensation, it retains the flexibility to design and maintain executive compensation arrangements that it believes will attract and retain executive talent and result in strong returns to shareholders, even if such compensation is not deductible by the Company for federal income tax purposes.
Leadership Development and Compensation Committee Report
The Leadership Development and Compensation Committee met with management to review and discuss the Compensation Discussion and Analysis disclosures included in this report. Based on such review and discussion, on April 28, 2022 the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this evaluation, our principal executive officerreport, and our principal financial officer concludedthe Board has approved that our disclosure controlsrecommendation.
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Leadership Development and procedures were effectiveCompensation Committee
Scott K. McCune, Chair
Howard D. Elias
Lidia Fonseca
Melinda C. Witmer
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Summary Compensation Table
Name and
Principal Position
  
Year
   
Salary

($)(1)
   
Bonus

($)
   
Stock

Awards

($)(2)
   
Change in

Pension Value

and Nonqualified

Deferred

Compensation

Earnings

($)(3)
   
All Other

Compensation

($)(4)
   
Total

($)
 
David T. Lougee
   2021    975,000    1,450,000    4,387,505    5,465    140,507    6,958,477 
(President and CEO)
   2020    915,986    1,146,500    4,387,505    70,994    192,401    6,713,385 
   2019    950,000    1,225,000    3,324,995    100,646    186,105    5,786,746 
Victoria D. Harker
(Executive Vice President and Chief Financial Officer)
   2021    700,000    880,000    1,399,988    0    72,614    3,052,602 
   2020    670,385    695,000    1,400,002    0    75,691    2,841,078 
   2019    700,000    780,000    1,400,003    0    72,414    2,952,417 
Lynn Beall
   2021    620,000    775,000    1,147,010    0    115,580    2,657,590 
(Executive Vice President and COO - Media Operations)
   2020    587,077    605,000    1,146,990    664,106    113,778    3,116,951 
   2019    585,961    610,000    884,999    744,670    108,250    2,933,880 
Akin S. Harrison
   2021    450,000    430,000    832,512    2,175    31,999    1,746,686 
(Senior Vice President and General Counsel)
   2020    425,385    312,500    787,502    5,004    31,022    1,561,413 
   2019    425,000    300,000    531,253    8,086    25,555    1,289,894 
(1)
The amounts reported in this column for 2020 reflect that in response to the
COVID-19
pandemic senior Company executives, including each of the NEOs, accepted temporary salary reductions pursuant to which Mr. Lougee received a 25% temporary salary reduction and senior Company executives, including each of the NEOs other than Mr. Lougee, received a 20% temporary salary reduction during the second quarter of 2020.
(2)
Amounts in this column represent the aggregate grant date fair value of Performance Share and RSU awards computed in accordance with Accounting Standards Codification 718, Compensation—Stock Compensation (“ASC 718”) based on the assumptions set forth in note 9 to the Company’s 2021 audited financial statements. The amounts reported in this column are not paid to or realized by the NEO. There can be no assurance that the ASC 718 amounts shown in this column will ever be realized by an executive officer. The value of grants of Performance Shares included above have been calculated assuming the target level of performance is met, which we consider to be the most probable outcome. If grants of Performance Shares were calculated assuming the maximum level of performance was met, the amounts shown in this column for Mr. Lougee would be: 2021: $7,458,753; 2020: $7,458,760; 2019: $5,486,240; for Ms. Harker: 2021: $2,169,982; 2020: $2,169,998; 2019: $2,170,007; for Ms. Beall: 2021: $1,777,867; 2020: $1,777,836; 2019: $1,371,748; and for Mr. Harrison: 2021: $1,290,391; 2020: $1,220,626; and 2019: $823,443.
(3)
Amounts in this column represent the aggregate increase, if any, of the accumulated benefit liability relating to the NEO under the TRP and the SERP in the applicable fiscal year. Amounts are calculated by comparing values as of the pension plan measurement date used for the Company’s financial statements for the applicable fiscal years. The Company uses the same assumptions it uses for financial reporting under generally accepted accounting principles with the exception of retirement age,
pre-retirement
mortality and probability of terminating employment prior to retirement. The assumed retirement age for the above values is the earliest age at which an executive could retire without any benefit reduction due to age. The above values are calculated assuming each NEO survives to the assumed retirement age. The amounts reported in this column shown for Mr. Lougee include the accumulated benefit liability related to his legacy Belo Corp. pension benefit. The amounts reported in this column shown for Ms. Harker reflect the fact that she does not participate in the TRP or the SERP.
(4)
Amounts for 2021 reported in this column include (i) life insurance premiums paid by the Company for Ms. Beall in the amount of $15,733 (for an explanation of the Company’s life insurance programs, see footnote 3 to the “Potential Payments to NEOs Upon Termination” table beginning on page 41 of this report); (ii) matching contributions of $11,600 to each of the respective 401(k) accounts of Mr. Lougee, Ms. Harker, Ms. Beall and Mr. Harrison; (iii) Company contributions into the DCP accounts of Mr. Lougee, Ms. Harker, Ms. Beall and Mr. Harrison in the amounts of $73,260, $44,200, $37,400, and $18,900, respectively (for an explanation of these payments, see the discussion of the TEGNA Deferred Compensation Plan beginning on page 37 of this report); (iv) premiums in the amount of $10,200 paid by the Company for supplemental medical coverage for Mr. Lougee and Ms. Beall; (v) other than for Ms. Harker and Mr. Harrison, a Company-provided automobile (beginning in 2012, the Company no longer provides this benefit to new senior executives), (vi) legal and financial services for Mr. Lougee and Ms. Beall; (vii) TEGNA Foundation grants to eligible charities recommended by Mr. Lougee and Ms. Harker of up to $15,000 annually (beginning in 2013, the Company no longer provides this benefit to new senior executives, including Ms. Beall and Mr. Harrison); and (viii) premiums paid by the Company for travel accident insurance for Mr. Lougee, Ms. Harker, Ms. Beall and Mr. Harrison in the amounts of $1,814, $1,814, $1,814 and $1,499, respectively. The NEOs also occasionally receive tickets to sporting events for personal use if the tickets are not needed for business use, for which the Company does not incur incremental costs.
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Grants of Plan-Based Awards
The following table summarizes grants of plan-based awards in 2021. See the table entitled “Outstanding Equity Awards at Fiscal Year End” for the number of plan-based awards outstanding on December 31, 2021.
                       
All Other
   
Grant
 
                       
Stock
   
Date Fair
 
                       
Awards:
   
Value of
 
           
Estimated Future Payouts
   
Number
   
Stock
 
           
Under Equity Incentive
   
Of Shares
   
and
 
   
Grant
   
Committee
   
Plan Awards(2)
   
Of Stock
   
Options
 
Name
  
Date

(1)
   
Meeting

Date
   
Threshold

(#)
   
Target

(#)
   
Maximum

(#)
   
Or Units

(#)(3)
   
Awards

($)(4)
 
Mr. Lougee
   3/1/2021    2/10/21    114,797    176,610    353,220      3,071,248 
   3/1/2021    2/10/21          75,086    1,316,258 
Ms. Harker
   3/1/2021    2/10/21    28,781    44,278    88,556      769,994 
   3/1/2021    2/10/21          35,938    629,993 
Ms. Beall
   3/1/2021    2/10/21    23,580    36,277    72,554      630,857 
   3/1/2021    2/10/21          29,444    516,153 
Mr. Harrison
   3/1/2021    2/10/21    17,115    26,330    52,660      457,879 
   3/1/2021    2/10/21          21,371    374,634 
(1)
See the “Compensation Discussion and Analysis” section for a discussion of the timing of various pay decisions.
(2)
These share numbers represent the threshold, target and maximum payouts which may be earned under the 2021 Performance Share awards. The threshold payout is 65% of the target Performance Share award, and the maximum payout is 200% of the target Performance Share award.
(3)
The RSU grants reported in this column generally vest in four equal annual installments and, subject to certain exceptions, the corresponding vested shares of the Company’s common stock generally will be delivered to the NEO in four equal annual installments beginning on February 28, 2022.
(4)
The full grant date fair value of the awards was computed in accordance with ASC 718, based on the assumptions set forth in note 9 to the Company’s 2021 audited financial statements. There can be no assurance that the ASC 718 amounts shown in the table will ever be realized by an executive officer. Amounts shown for grants of Performance Shares have been calculated assuming the target level of performance is met.
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Outstanding Equity Awards at Fiscal
Year-End
   
Stock Awards
 
Name
  
Number

of

Shares

or Units

of Stock

that

Have Not

Vested

(#)
  
Market

Value of

Shares

or Units

of Stock

that

Have Not

Vested

($)(1)
   
Equity

Incentive

Plan

Awards:

Number of

Unearned

Shares,

Units or

Other

Rights

That Have

Not Vested

(#)
  
Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Shares,

Units

or Other

Rights

That Have

Not Vested

($)
 
Mr. Lougee
   19,740(2)   366,374    
   46,550(3)   863,968    
   72,481(4)   1,345,247    
   75,086(5)   1,393,596    
   239,031(6)   4,436,415    
   325,794(7)   6,046,737    
      176,610(8)   3,277,882 
Ms. Harker
   12,921(2)   239,814    
   25,200(3)   467,712    
   34,692(4)   643,884    
   35,938(5)   667,009    
   85,161(6)   1,580,588    
   81,680(7)   1,515,981    
      44,278(8)   821,800 
Ms. Beall
   7,960(2)   147,738    
   15,930(3)   295,661    
   28,422(4)   527,512    
   29,444(5)   546,481    
   53,834(6)   999,159    
   66,919(7)   1,242,017    
      36,277(8)   673,301 
Mr. Harrison
   2,461(2)   45,676    
   9,563(3)   177,489    
   19,515(4)   362,198    
   21,371(5)   396,646    
   32,316(6)   599,785    
   45,945(7)   852,739    
      26,330(8)   488,685 
(1)
The value of these RSUs and Performance Shares is based on the product of the number of the applicable RSUs or Performance Shares shown multiplied by $18.56, the closing price of a share of Company stock on December 31, 2021. There can be no assurance that the amounts shown in the table will ever be realized by an executive officer.
(2)
These RSUs vested on February 28, 2022.
(3)
Fifty percent of these RSUs vested on February 28, 2022 and the remaining fifty percent of these RSUs are scheduled to vest on February 28, 2023.
(4)
One third of these RSUs vested on February 28, 2022 and the remainder of these RSUs are scheduled to vest in two equal annual installments on February 28, 2023 and February 29, 2024.
(5)
Twenty-five percent of these RSUs vested on February 28, 2022 and the remainder of these RSUs are scheduled to vest in three equal annual installments on February 28, 2023, February 29, 2024 and February 28, 2025.
(6)
These share numbers represent the Performance Shares earned for the 2019-2020 performance cycle, which were earned at 136.7% of target. These Performance Shares were paid out on February 28, 2022 at the end of the service-based vesting period.
(7)
These share numbers represent the Performance Shares earned for the 2020-2021 performance cycle, which were earned at 143.1% of target as described on page 25 of this report. The payout of the earned Performance Shares remains subject to a service-based vesting period ending February 28, 2023.
(8)
These share numbers represent the target Performance Share awards under the Performance Share program for the 2021-2024 Incentive Period. If the performance conditions are met during the
two-year
performance cycle ending December 31, 2022, these Performance Shares are eligible to vest on February 29, 2024.
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Table of Contents
Option Exercises and Stock Vested
   
Stock Awards
 
Name
  
Number of

Shares

Acquired on

Vesting

(#)(1)
   
Value

Realized on

Vesting

($)(2)
 
David T. Lougee
   263,725    4,772,328 
Victoria D. Harker
   121,752    2,204,299 
Lynn Beall
   77,560    1,404,530 
Akin S. Harrison
   22,543    409,375 
(1)
These share amounts include (a) 25% of the Company’s RSU awards granted on March 1, 2020 which vested on February 28, 2021 (which RSUs were paid to the NEOs by the Company shortly after the vesting date); (b) 25% of the Company’s RSU awards granted on March 1, 2019 which vested on February 28, 2021 (which RSUs were paid to the NEOs by the Company shortly after the vesting date); (c) 25% of the Company’s RSU awards granted on March 1, 2018 which vested on February 28, 2021(which RSUs were paid to the NEOs by the Company shortly after the vesting date); and (d) the Company’s 2018 PSU awards granted on March 1, 2018, which vested on February 28, 2021 and were paid on March 4, 2021 at 132.5% of target.
(2)
For each of the NEOs, these amounts equal the sum of (a) the product of the aggregate number of Company RSU shares granted on March 1, 2018, March 1, 2019 and March 1, 2020 which vested on February 28, 2021, multiplied by $18.23 (the closing price of a share of Company stock on February 28, 2021, the last trading day before the vesting date), and (b) the product of the aggregate number of Company 2018 PSU shares granted on March 1, 2018 multiplied by 132.5% and $18.05 (the closing price of a share of Company stock on March 4, 2021, the settlement date).
Pension Benefits
The table below shows the actuarial present value as of December 31, 2021 the endof accumulated benefits payable to each 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). UnderNEOs, including the supervision and with the participationnumber of our management, including our principal executive officer and principal financial officer, we conducted an evaluationyears of service credited to each, under each of the effectivenessTEGNA Retirement Plan, or TRP, and the TEGNA Supplemental Retirement Plan, or SERP, in each case determined using assumptions consistent with those used in the Company’s financial statements, except with respect to
pre-retirement
mortality, probability of our internal control over financial reportingturnover prior to retirement and retirement age. The table below reflects an immediate retirement for all NEOs who participate with respect to the TRP and the SERP. The amounts reported in the table reflect payment at the earliest point in time at which benefits are available without any reduction for age. Information regarding the TRP and SERP can be found in the “Compensation Discussion and Analysis” section of this report under the heading “Post-Termination Pay.” Ms. Harker does not participate in the TRP or the SERP.
Name
  
Plan Name
   
Number

of Years

Credited

Service

(#)
   
Present

Value of

Accumulated

Benefit

($)
   
Payments

During

Last Fiscal

Year

($)
 
Mr. Lougee (1)
   TRP    20.12    715,313    0 
   SERP    6.58    17,342    0 
Ms. Beall (2)
   TRP    20.17    334,865    0 
   SERP    29.58    4,501,441    0 
Mr. Harrison (3)
   TRP    5.33    42,619    0 
   SERP    5.33    1,777    0 
(1)
The TRP amount shown for Mr. Lougee includes the accumulated benefit related to his legacy Belo Corp. pension benefit. The number of years of credited service shown for Mr. Lougee include 13.5 years of service under the Belo Corp. Pension Plan, which was acquired by the Company. The Company has not granted Mr. Lougee any additional credited service under the pension plans. The present values of Mr. Lougee’s accumulated TRP and legacy Belo Corp. pension benefits are $151,796 and $563,517, respectively.
(2)
Ms. Beall has fewer years of credited service under the TRP than under the SERP. As discussed in the description of the SERP beginning on page 26 of this report, participants in the SERP whose SERP benefits were not calculated under the
pre-1998
formula ceased accruing credit for additional years of service after the GRP was frozen on August 1, 2008. Until December 31, 2017, at which time SERP participants whose SERP benefits were calculated under the
pre-1998
formula ceased accruing credit for additional years of service or compensation, Ms. Beall continued to accrue benefits under the SERP at a reduced rate (as described in the discussion of the SERP found in the “Compensation Discussion and Analysis” section of this report) based on actual years of service. The Company does not generally provide additional pension service credit to any executive for years not actually worked.
(3)
Mr. Harrison is not vested in his SERP benefit but will become vested if he continues employment until age 55.
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Table of Contents
Non-Qualified
Deferred Compensation
The TEGNA Deferred Compensation Plan, or DCP, is a
non-qualified
plan that allows Company executives to defer all or a portion of their compensation. Participant contributions that are not treated as if invested in the Company’s stock are generally distributed in cash and amounts that are treated as if invested in the Company’s stock are generally distributed in shares of stock or cash, at the Company’s election. Effective August 1, 2008, the DCP also provides for Company contributions for certain participants. Additional information regarding the DCP can be found in the “Compensation Discussion and Analysis” section of this report under the heading “Post-Termination Pay.”
Name
  
Executive

Contributions

in Last FY

($)
   
Registrant

Contributions

in Last FY

($)(1)
   
Aggregate

Earnings

in Last FY

($)
   
Aggregate

Withdrawals/

Distributions

in Last FY

($)
   
Aggregate

Balance at

Last FYE

($)
 
Mr. Lougee
   0    73,260    242,314    0    1,347,468 
Ms. Harker
   0    44,200    110,181    0    579,392 
Ms. Beall
   0    37,400    30,392    0    176,442 
Mr. Harrison
   0    18,900    34,334    0    208,717 
(1)
For 2021, the Company credited contributions to the DCP on behalf of each NEO in an amount equal to 4% of their respective cash compensation that exceeds the Internal Revenue Code limits on the amount of compensation that can be taken into account when calculating benefits under a qualified plan. These Company contributions are initially treated as invested in Company stock (although participants can reallocate the contributions to other designated investment options) and are distributed in cash. The amounts shown in this column reflect the Company contributions made in February 2022 for services provided by each of the NEOs in 2021, all of which contributions were included in the amounts reported in the “All Other Compensation” column of the “Summary Compensation Table” found on page 33 of this report.
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Table of Contents
Other Potential Post-Employment Payments
The Company’s employee benefit programs provide the NEOs with post-termination benefits in a variety of circumstances. The amount of compensation payable may vary depending on the framework in Internal Control - Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizationsnature of the Treadway Commission. Basedtermination, whether as a result of retirement/voluntary termination, involuntary
not-for-cause
termination, termination following a change in control or termination in the event of the disability or death of the executive. The following table describes payments the NEOs generally may receive under the Company’s employee benefits programs following termination in connection with certain events. Benefits provided to an NEO pursuant to a particular agreement or other arrangement between the Company and the NEO are not described in the table below. Any such benefits are described in the footnotes to the “Potential Payments to NEOs Upon Termination” table beginning on our evaluation, our management concludedpage 41 of this report.
Benefit
Retirement/
Voluntary
Termination
Death
Disability
Change in Control
Involuntary
Termination
without Cause
Pension
Vested portion of:
(1) TRP benefit payable at the date of termination.
(2) SERP benefit payable at the later of the termination date or the date the NEO reaches age 55.
Vested portion of:
(1) TRP benefit payable to an eligible spouse at the date of NEO’s death.
(2) SERP benefit payable to an eligible spouse at the later to occur of (a) the date of death or (b) the date the NEO would have attained age 55.
Vested portion of:
(1) TRP benefit payable at the date of termination.
(2) SERP benefit payable at the later of the termination date or the date the NEO reaches age 55.
In addition to their vested TRP and SERP benefits, NEOs who participate in the SERP and TRP are entitled to receive a lump sum payment in an amount determined based upon the SERP and TRP payment the NEO would have received if the NEO had remained employed by the Company during the applicable severance period.
Vested portion of:
(1) TRP benefit payable at the date of termination.
(2) SERP benefit payable at the later of the termination date or the date the NEO reaches age 55.
Restricted Stock UnitsVested RSUs are payable at the date of termination and if termination occurs after age 65 (or after attaining 55 with 5 years or more of service), the NEO is generally entitled to receive a prorated portion of RSUs based on the number of full months worked during the term of the applicable grant.The NEO’s estate is generally entitled to receive a prorated portion of RSUs based on the number of full months worked during the term of the applicable grant.The NEO is generally entitled to receive a prorated portion of RSUs based on the number of full months worked during the term of the applicable grant.RSUs only provide for accelerated vesting if the awards are not continued or assumed upon a change in control or there is a qualifying termination within 2 years of the change in control.Vested RSUs are payable at the date of termination, and if termination occurs after age 65 (or after attaining 55 with 5 or more years of service), the NEO is generally entitled to receive a prorated portion of RSUs based on the number of full months worked during the term of the applicable grant.
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Table of Contents
Benefit
Retirement/
Voluntary
Termination
Death
Disability
Change in Control
Involuntary
Termination
without Cause
Performance SharesPerformance shares are forfeited unless termination occurs after age 65 (or after attaining 55 with 5 years or more of service), in which case the NEO is generally entitled to receive, after the end of the applicable Incentive Period, a prorated number of Performance Shares based on the number of full months worked during the applicable Incentive Period.The NEO’s estate is generally entitled to receive, after the end of the applicable Incentive Period, a prorated number of Performance Shares based on the number of full months worked during the applicable Incentive Period.The NEO is generally entitled to receive, after the end of the applicable Incentive Period, a prorated number of Performance Shares based on the number of full months worked during the applicable Incentive Period.
Performance Shares only provide for accelerated vesting if the awards are not continued or assumed upon the change in control or there is a qualifying termination within 2 years of the change in control.
Performance Share award payouts made as a result of change in control occurring prior to the expiration of the
two-year
performance cycle will be made at target; if the change in control occurs after the performance cycle is completed, payouts will be determined based on the Company’s achievement of the applicable performance metrics during the performance cycle.
Performance shares are forfeited unless termination occurs after age 65 (or after attaining 55 with 5 or more years of service), in which case the NEO is generally entitled to receive, after the end of the applicable Incentive Period, a prorated number of Performance Shares based on the number of full months worked during the applicable Incentive Period.
Life and Disability
Insurance Benefits
None.NEOs are generally entitled to receive death benefits under individual policies maintained by the Company and owned by the NEO or pursuant to the Company’s group life insurance program applicable to all employees.NEOs are generally entitled to receive disability benefits under the Company’s disability plans applicable to all employees, but only if their condition qualifies them for such benefits.None.None.
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Table of Contents
Benefit
Retirement/
Voluntary
Termination
Death
Disability
Change in Control
Involuntary
Termination
without Cause
Excise TaxesNone.None.None.
Mr.
 Lougee and Ms.
 Harker.
Change in control benefits would be reduced to the extent the executive is better off on an
after-tax
basis.
Ms.
 Beall and Mr.
 Harrison.
Payment of an amount sufficient to make each NEO who participated in the TCP prior to April 15, 2010 whole for any excise tax imposed on the payment under Section 4999 of the Internal Revenue Code.
None.
Severance PayNone.None.None.Lump sum payment calculated in accordance with the TCP or the CIC Severance Plan, as applicable.Lump sum payment calculated in accordance with the TESP for the NEOs who participate in the plan.
The table below discloses the varying amounts payable to each continuing NEO in each of the noted situations. It assumes, in each case, that our internal control over financial reportingthe executive’s termination was effective as of December 31, 2021. In presenting this disclosure, we describe amounts earned through December 31, 2021, taking into account, where applicable, bonuses paid in 2022 but earned as a result of 2021 performance and, in those cases where the actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company, our estimates of the amounts which would have been paid out to the executives upon their termination had it occurred on December 31, 2021. In addition, receipt of severance benefits under the TESP generally would be conditioned on the executive signing a separation agreement that includes a release of claims in favor of the Company and its respective affiliates, and agreement to adhere to customary post-employment restrictive covenants. The amounts shown in the Change in Control column represent the estimated
incremental payments and benefits
that would be payable to each NEO upon a change in control of the Company, assuming that the triggering event and a qualifying termination occurred at
year-end
2021, in excess of the compensation and benefit entitlements that are payable to an NEO upon Retirement/Voluntary Termination.

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Table of Contents
Potential Payments to NEOs Upon Termination
   
Retirement/

Voluntary

Termination

(2) ($)
  
Death

($)
  
Disability

($)
  
Change in
Control

(6)(8)(9)

($)
  
Involuntary

Termination

without

Cause

($)
 
David T. Lougee
      
Pension
   708,949   426,772   708,949   0   708,949 
Restricted Stock Units
   1,329,323   1,329,323   1,329,323   2,639,863   1,329,323 
Performance Shares(1)
   8,795,695   8,795,695   8,795,695   3,144,138   8,795,695 
Life and Disability Insurance Benefits
   0   0(3)   4,422,155(5)   0   0 
Severance Pay
   0   0   0   6,746,500   4,497,667(10) 
Excise Tax Reimbursement
   0   0   0   0(7)   0 
Total:
   10,833,967   10,551,790   15,256,122   12,530,501   15,331,634 
Victoria D. Harker
      
Pension(4)
   0   0   0   0   0 
Restricted Stock Units
   712,556   712,556   712,556   1,305,863   712,556 
Performance Shares(1)
   2,647,491   2,647,491   2,647,491   814,283   2,647,491 
Life and Disability Insurance Benefits
   0   1,250,000(3)   5,542,945(5)   0   0 
Severance Pay
   2,227,500(11)   0   0   932,500   2,227,500(10) 
Excise Tax Reimbursement
   0   0   0   0(7)   0 
Total:
   5,587,547   4,610,047   8,902,992   3,052,646   5,587,547 
Lynn Beall
      
Pension
   5,409,707   5,409,707   5,409,707   454,717   5,409,707 
Restricted Stock Units
   506,688   506,688   506,688   1,010,703   506,688 
Performance Shares(1)
   1,889,686   1,889,686   1,889,686   650,714   1,889,686 
Life and Disability Insurance Benefits
   0   0(3)   2,072,757(5)   0   0 
Severance Pay
   0   0   0   4,185,000   1,925,000(10) 
Excise Tax Reimbursement
   0   0   0   2,445,224(7)   0 
Total:
   7,806,081   7,806,081   9,878,838   8,746,358   9,731,081 
Akin S. Harrison
      
Pension
   42,619   42,619   42,619   6,325   42,619 
Restricted Stock Units
   0   295,271   295,271   982,010   0 
Performance Shares(1)
   0   1,223,345   1,223,345   1,684,376   0 
Life and Disability Insurance Benefits
   0   880,000(3)   5,569,572(5)   0   0 
Severance Pay
   0   0   0   2,640,000   1,196,250(10) 
Excise Tax Reimbursement
   0   0   0   1,601,450(7)   0 
Total:
   42,619   2,441,235   7,130,807   6,914,160   1,238,869 
(1)
The amounts shown in these rows represent the aggregate value of Performance Shares for the 2019-2022, 2020-2023 and 2021-2024 Incentive Periods, which:
(a)
in the case of Retirement/Voluntary Termination, Death, Disability or Involuntary Termination without Cause, are prorated for Mr. Lougee, Ms. Harker and Ms. Beall based upon the number of full months the NEO has worked during the applicable Incentive Period, assuming payout to each NEO:
(i)
in respect of the 2019 Performance Shares, is based on the Company’s actual performance with respect to each performance metric during the
two-year
performance cycle, resulting in 136.7% of the target amounts for the grants made in connection with the Company’s 2019-2022 Incentive Period,
(ii)
in respect of the 2020 Performance Shares, is based on actual performance levels for each performance metric during the
two-year
performance cycle, resulting in 143.1% of the target amounts for the grants made in connection with the Company’s 2020-2023 Incentive Period, and
(iii)
in respect of the 2021 Performance Shares, is based on target performance levels for each performance metric, resulting in 100% of the target amounts for the grants made in connection with the Company’s 2021-2024 Incentive Period, in each case from (i) through (iii), at a per share stock value of $18.56, the closing price of a share of Company stock on December 31, 2021;
(b)
in the case of Death or Disability, are prorated for Mr. Harrison based upon the number of full months he has worked during the applicable Incentive Period, assuming payout to Mr. Harrison:
(i)
in respect of the 2019 Performance Shares, is based on the Company’s actual performance with respect to each performance metric during the
two-year
performance cycle, resulting in 136.7% of the target amounts for the grants made in connection with the Company’s 2019-2022 Incentive Period, and
(ii)
in respect of the 2020 Performance Shares, is based on actual performance levels for each performance metric during the
two-year
performance cycle, resulting in 143.1% of the target amounts for the grants made in connection with the Company’s 2020-2023 Incentive Period, and
(iii)
in respect of the 2021 Performance Shares, is based on target performance levels for each performance metric, resulting in 100% of the target amounts for the grants made in connection with the Company’s 2021-2024 Incentive Period, in each case from (i) through (iii), at a per share stock value of $18.56, the closing price of a share of Company stock on December 31, 2021; and
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(c)
in the case of a change in control of the Company, assuming payout to each NEO in respect of:
(i)
the 2019 Performance Shares, is based on the Company’s actual performance with respect to each performance metric during the
two-year
performance cycle, resulting in 136.7% of the target amounts for the grants made in connection with the Company’s 2019-2022 Incentive Period, and
(ii)
both the 2020 Performance Shares and the 2021 Performance Shares, is based on target performance levels for each performance metric, resulting in 100% of the target amounts for the grants made in connection with the Company’s 2020-2023 Incentive Period and the 2021-2024 Incentive Period, respectively, in each case from (i) through (ii), without proration, and at a per share stock value of $18.56, the closing price of a share of Company stock on December 31, 2021.
Notwithstanding the assumptions set forth above, in the case of Retirement/Voluntary Termination, Death, Disability or Involuntary Termination without Cause, Performance Shares will be paid out on the normal payout cycle (following the end of the applicable Incentive Period) based on the Company’s performance as measured under the applicable Performance Share award.
(2)
In addition to the amounts reported in this column, Mr. Lougee and Ms. Beall will receive the following post-retirement benefits and perquisites if he or she terminates employment (given that they are both currently retirement eligible): (i) legal and financial counseling services on the same basis as available to an active executive at the time his or her employment terminates, until April 15 of the year of retirement or the year following retirement; (ii) supplemental medical insurance coverage for the executive and his or her family; and (iii) generally continue to be permitted to recommend TEGNA Foundation grants to eligible charities up to $15,000 annually for a period of three years after retirement (Mr. Lougee only). If the executive is asked to represent the Company at a function or event, he or she is provided travel accident insurance. During the first year, we estimate the expected incremental cost to the Company for these post-retirement benefits would be approximately $55,600 for Mr. Lougee and $40,600 for Ms. Beall. During the second and third years following retirement, we estimate the expected incremental cost to the Company would be approximately $37,800 for Mr. Lougee and $22,800 for Ms. Beall. Thereafter, we estimate the expected incremental cost to the Company would be $21,000 for each of Mr. Lougee and Ms. Beall for these post-retirement benefits and perquisites. The Company reserves the right, in its sole discretion, to amend or terminate the post-retirement perquisites from time to time.
(3)
In connection with the Company’s life insurance programs:
NEOs may participate in the Company’s executive life insurance program. Mr. Lougee participates in the Key Executive Life Insurance Program (KELIP), Ms. Beall participate in the Executive Life Insurance Program (ELIP) and Ms. Harker and Mr. Harrison have chosen not to participate.
Under the KELIP, the face amount of the policy is determined once, at the beginning of the executive’s participation in the program and is equal to the sum of (i) two times the sum of the participant’s base salary and last bonus (in each case, at the time of underwriting) increased four percent annually for the lesser of ten years or until the executive reaches age 65, and (ii) $200,000. The participant’s future pay increases have no impact on the face amount of the policy and the coverage level is stepped down to $500,000 upon the earlier of the participant reaching age 65 or the participant’s retirement.
Under the ELIP, the face amount of the policy is determined at each policy anniversary. The executive’s death benefit under this frozen plan is equal to the sum of (i) two times the sum of the participant’s base salary and last bonus, and (ii) $200,000. The participant’s future pay increases, subject to a 10% guarantee issue increase limit, have a direct impact on the face amount of the policy. Upon the participant reaching age 65, the coverage level is reduced by 10% each year until it reaches $350,000.
The effectivenessCompany pays premiums on the above-referenced individually-owned life insurance policies, which premium is expected to be approximately $15,700 for Ms. Beall in 2022. Subject to the terms of our internal control over financial reportinghis or her participation agreement, the participant’s right to receive future annual premium payments may become vested. As of December 31, 2021, Mr. Lougee has the right to receive these benefits, and Ms. Beall is not vested in this benefit.
Death benefits are payable under individual universal life insurance policies maintained by the Company and owned by Mr. Lougee and Ms. Beall, respectively. The obligation to pay death benefits to the beneficiary(ies) designated by Mr. Lougee and Ms. Beall, respectively, pursuant to these insurance policies is that of the insurance company; the Company only pays the insurance premiums on behalf of the NEOs. In 2021, the Company paid insurance premiums on behalf of Ms. Beall. The life insurance proceeds that would have been payable (by the insurance company) to the beneficiary(ies) designated by Mr. Lougee and Ms. Beall, respectively, if a triggering event had occurred as of December 31, 2021 are: Mr. Lougee: $3,062,792 and Ms. Beall: $2,650,000.
Ms. Harker and Mr. Harrison continue to participate in the Company’s group life insurance program applicable to all employees (which provides for a benefit equal to the sum of base salary and last annual bonus, capped at $1,250,000).
In addition to the reported amount, the Company would continue to provide supplemental medical insurance coverage for their eligible dependents in the event of the deaths of Mr. Lougee or Ms. Beall, for the duration of the life of the eligible dependents. We estimate annual incremental costs to the Company for this benefit of approximately $21,000 for each of Mr. Lougee and Ms. Beall. Ms. Harker and Mr. Harrison are not eligible to receive this benefit.
(4)
The amounts shown for Ms. Harker reflect the fact that she does not participate in the TRP or the SERP.
(5)
In connection with the Company’s disability benefits programs:
Each NEO is entitled to a monthly disability benefit. The amounts set forth above represent the present value of the disability benefit applying the following assumptions: (i) the NEO incurred a qualifying disability on December 31, 2021, and the NEO remains eligible to receive disability benefits for the maximum period provided under the plan; (ii) the disability benefits are reduced by certain offsets provided for under the plan (e.g., a portion of the NEO’s SERP benefits, if any); and
(iii) IRS-prescribed
mortality and interest rate assumptions are used to calculate the present value of such benefits.
In the event that any of the NEOs become disabled he or she would be entitled to receive disability benefits under the Company’s disability plans, including: during the first six months of disability, disability benefits are paid at 100% of the executive’s
pre-disability
compensation for all or part of the six month period, depending on the length of the executive’s service, and if not paid at 100% for the entire six month period, disability benefits are paid at 60% of the executive’s
pre-disability
compensation for the balance of the six month period. After six months, disability benefits are paid at 60% or 50% of the executive’s
pre-disability
compensation, depending on whether the executive elects to pay for additional coverage. Certain executives are eligible to enroll in executive long-term disability coverage on an employee
pay-all
basis. This executive disability benefit provides additional disability income protection on earnings above the
non-executive
plan limit. To be eligible, the executive must have enrolled in the
non-executive
long-term disability coverage and elected the supplemental
buy-up
option which provides 60% income protection on annual earnings up to $500,000, defined as base salary, annual bonus and commissions. The executive disability coverage provides similar benefits on the earnings above the $500,000 limit. Mr. Lougee and Ms. Beall have each elected to participate in the executive long-term disability plan and the amounts set forth in this column reflect the additional coverage. Disability benefits are subject to certain conditions, limitations and offsets, and generally continue for the duration of the disability, but not beyond age 65. For those who become disabled near or after age 65, benefits may continue for a specified time beyond age 65 under the terms of the plan.
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(6)
The amounts set forth in this column represent the estimated incremental payments and benefits that would be payable to each NEO upon a change in control of the Company, assuming that the triggering event and a qualifying termination occurred at
year-end
2021. These amounts would be in excess of the compensation and benefit entitlements described in this report that are payable to an NEO upon Retirement/Voluntary Termination absent a change in control.
(7)
This amount represents the excise tax reimbursement amount an NEO would receive in connection with a change in control of the Company. The amounts shown for Ms. Beall and Mr. Harrison reflect the fact that the compensation she and he would have received if a change in control of the Company took place on December 31, 2021, would trigger an excise tax under Internal Revenue Code Section 4999, and that under the TCP each of them would be entitled to receive the excise tax reimbursement payment shown in the table. Mr. Lougee participates in the CIC Severance Plan, which does not provide for an excise tax reimbursement payment. Ms. Harker is not entitled to receive an excise tax reimbursement under the TCP. In the event that Mr. Lougee or Ms. Harker were subject to the excise tax under Code Section 4999, their change in control benefits would be reduced to $1 less than the amount that would trigger such taxes if such a reduction would put them in a better
after-tax
position. The full amount of Mr. Lougee’s and Ms. Harker’s severance is reflected in the table without giving effect to any such potential reduction.
(8)
In addition to the amounts reported in this column, each NEO in the TCP (Ms. Harker, Ms. Beall and Mr. Harrison) would receive life and medical insurance benefits for the severance period in amounts no less than those that would have been provided had the executive not been terminated. Mr. Lougee, as a participant in the CIC Severance Plan, would receive a lump sum COBRA benefit. We estimate incremental costs to the Company for these benefits as follows: Mr. Lougee: $31,483, Ms. Harker: $27,414, Ms. Beall: $72,706, and Mr. Harrison: $39,805.
(9)
In addition to the benefits afforded under the TCP and the CIC Severance Plan, our NEOs also would receive other benefits under the SERP and the DCP upon a change in control that qualifies as a change in control under Code Section 409A, including:
SERP
. All SERP benefits become immediately vested and benefits accrued up to the date of the change in control are paid out in the form of a lump sum distribution shortly after the change in control.
DCP
. All post-2004 DCP benefits accrued up to the date of the change in control are paid in the form of a lump sum distribution shortly after the change in control.
(10)
These amounts represent payments NEOs may be entitled to receive under the TESP, which provides severance payments to the NEOs and other executives of the Company approved by the Committee in the event of certain involuntary terminations of employment.
(11)
Pursuant to her May 2017 letter agreement, Ms. Harker is entitled to a severance benefit under the TESP if she voluntarily terminates employment. See the section entitled “Compensation Discussion and Analysis —Post-Termination Pay —TEGNA Executive Severance Plan (TESP)” for a discussion of this benefit.
CEO Pay Ratio
We are providing the following information to comply with Item 402(u) of Regulation
S-K:
The 2021 total compensation of our CEO was $6,958,477.
The median employee we identified as of December 31, 2020 was promoted during 2021. Therefore, consistent with SEC regulations, we have calculated and presented the CEO pay ratio for 2021, below, on the basis of a new median employee identified as of December 31, 2021. To determine the new median employee, we first identified five possible median employees as of December 31, 2021 using our workforce of approximately 6,200 full, part-time and temporary employees and analyzing compensation paid in the form of base salary, bonus, commissions and sales incentives for the prior
12-month
period. We then calculated 2021 total compensation for the five possible median employees based on the proxy rules for determining the annual compensation of NEOs and selected the median employee based on such calculations. The 2021 total compensation of the median employee so selected, including base salary, overtime and 401(k) matching contributions, was $62,496.
The resulting ratio of our CEO’s 2021 total compensation to the 2021 total compensation of the median employee was 111 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation
S-K.
Director Compensation
The compensation year for
non-employee
directors begins at each Annual Meeting of shareholders and ends at the following Annual Meeting of shareholders. The Leadership Development and Compensation Committee annually reviews the compensation program for
non-employee
directors with the assistance of Meridian, which provides a report evaluating the program relative to market practices. The Company paid its directors the following compensation for the 2021-2022 director compensation year:
an annual retainer of $100,000;
an additional annual retainer fee of $20,000 to each of the chairs of the Leadership Development and Compensation Committee, Nominating and Governance Committee, and Public Policy and Regulation Committee, an additional annual retainer fee of $30,000 to the chair of the Audit Committee, and an additional annual retainer fee of $120,000 to the independent Chair of the Board;
an annual equity grant in the form of restricted stock units with a grant date value equal to $125,000, which grant may be deferred under the DCP;
travel accident insurance of $1,000,000; and
a match from the TEGNA Foundation of charitable gifts made by directors up to a maximum of $10,000 each year.
All cash retainers are payable in cash quarterly and may be deferred under the DCP.
The annual equity grant is made to directors on the first day of the compensation year for directors. These awards of restricted stock units vest at a rate of 1/4th of the shares per quarter after the grant date, receive dividends or, if deferred, dividend equivalent rights and, once fully vested, will be paid to the director on the first anniversary of the grant date (unless the director has been audited by PricewaterhouseCoopers LLP,elected to defer his or her restricted stock units under the Company’s Deferred Compensation Plan (“DCP”)), subject to the Company’s stock ownership guidelines for directors described below.
Restricted stock units will fully vest if a
non-employee
director retires from the Board due to the age of service limitations set forth in the Company’s
By-laws
or if the director leaves the Board because of death or disability. Restricted stock units also automatically vest upon a change in control of the Company. When a
non-employee
director leaves the Board for any other reason, the director’s unvested restricted stock units are forfeited.
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Directors may elect to defer their cash retainer and/or annual equity grant under the DCP, which for cash fee deferrals provides for the same investment choices, including mutual funds and a TEGNA stock fund, made available to other DCP participants. Annual equity grants deferred at the election of the director must be invested in the TEGNA stock fund of the DCP.
The Company’s stock ownership guidelines encourage directors to own, directly, beneficially, or through the DCP, a number of shares having an aggregate value of at least three times the value of the director’s cash retainer. Directors are expected to hold all shares received from the Company as compensation until they meet their stock ownership guideline. All of our
non-employee
directors have either met or are on track to meet their stock ownership guideline.
The following table shows the compensation paid to our independent registered public accounting firm, as stated in its report which is included herein.

Changes in Internal Control Over Financial Reporting

There have been no material changes in our internal controls or in other factors during ourdirectors for the fiscal quarteryear ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.
75

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We incorporate by reference the information appearing under “Your Board of Directors,” “The TEGNA Nominees,” “Committees of the Board of Directors,” “Committee Charters”2021. Mr. Lougee did not receive separate compensation for his service as a director and “Ethics Policy” under the heading “Proposal 1 – Election of Directors” in our 2022 proxy statement, or if the 2022 proxy statementtherefore is not filed within 120 days after December 31, 2021, then we will include such informationincluded in a Form 10-K/A we will file with the Securities and Exchange Commission (SEC) within such timeframe.following tables.

Name
  
Fees Earned or

Paid in Cash

($)(1)
   
Stock

Awards

($)(2)
   
All Other

Compensation

($)(3)
   
Total

($)
 
Gina L. Bianchini(4)
   100,000    125,000    0    225,000 
Howard D. Elias(4)
   220,000    125,000    10,000    345,000 
Stuart J. Epstein
   100,000    125,000    0    225,000 
Lidia Fonseca(4)
   100,000    125,000    10,000    225,000 
Karen H. Grimes
   100,000    125,000    0    225,000 
Scott K. McCune
   120,000    125,000    10,000    245,000 
Henry W. McGee(4)
   120,000    125,000    5,000    245,000 
Susan Ness
   120,000    125,000    10,000    245,000 
Bruce P. Nolop
   125,000    125,000    4,000    254,000 
Neal Shapiro(4)
   100,000    125,000    10,000    225,000 
Melinda C. Witmer(4)
   100,000    125,000    10,000    225,000 
ITEM 11. EXECUTIVE COMPENSATION
(1)
Amounts shown in this column reflect the cash compensation earned by each director for 2021, in each case based upon the form in which the director elected to receive his or her retainer fees during the 2020-2021 and 2021-2022 director compensation periods.
(2)
Amounts shown in this column reflect the long-term equity award(s) granted to each director in 2021. The amounts in this column represent the aggregate grant date fair value of RSU awards computed in accordance with ASC 718 based on the assumptions set forth in note 9 to the Company’s 2021 audited financial statements.
(3)
Represents charitable gifts matched by the TEGNA Foundation pursuant to the TEGNA Match program. The TEGNA Match program matches eligible gifts made by Company employees and directors up to an aggregate of $10,000 a year. Gifts must be made to eligible organizations, including tax exempt charitable organizations, tax exempt hospitals or medical centers, and
tax-exempt
colleges, universities, graduate or professional schools, engineering or technical institutions and public and private preschools, elementary and secondary schools in the U.S. and its territories.
(4)
For the 2020-2021 director compensation period, Ms. Witmer deferred all payments she received in the form of cash and restricted stock units and Mr. Elias, Mr. McGee and Mr. Shapiro each deferred all payments received in the form of restricted stock units. For the 2021-2022 director compensation period, Ms. Witmer deferred all payments she received in the form of cash and restricted stock units and Mr. Elias, Ms. Fonseca, Mr. McGee and Mr. Shapiro each deferred all payments received in the form of restricted stock units.

We incorporate by reference the information appearing under “Executive Compensation,” “Director Compensation,” “OutstandingOutstanding Director Equity Awards at Fiscal Year-End” AND “Proposal 1–Election
Year-End
Name
Restricted

Stock

Awards

(Vested/

Unvested)

(#)
Gina L. Bianchini
11,666/3,329
Howard D. Elias
100,309/3,329
Stuart J. Epstein
3,328/3,329
Lidia Fonseca
18,993/3,329
Karen H. Grimes
3,328/3,329
Scott K. McCune
25,908/3,329
Henry W. McGee
53,440/3,329
Susan Ness
26,459/3,329
Bruce P. Nolop
8,252/3,329
Neal Shapiro
85,806/3,329
Melinda C. Witmer
34,473/3,329
44
Table of Directors – Related Transactions” in our 2022 proxy statement, or if the 2022 proxy statement is not filed within 120 days after December 31, 2021, then we will include such information in a Form 10-K/A we will file with the SEC within such timeframe.Contents

12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

We incorporate by reference the information appearing under “EquityEquity Compensation Plan Information”Information
The table below sets forth the following information as of the end of the Company’s 2021 fiscal year for (i) compensation plans previously approved by the Company’s shareholders and “Securities(ii) compensation plans not previously approved by the Company’s shareholders: (a) the number of securities to be issued upon the exercise of outstanding stock options (SOs), warrants and rights; (b) the weighted-average exercise price of such outstanding SOs, warrants and rights; and (c) other than securities to be issued upon the exercise of such outstanding SOs, warrants and rights, the number of securities remaining available for future issuance under the plans.
PLAN CATEGORY
  
Number of

Securities

to be Issued

Upon

Exercise of

Outstanding

Options,

Warrants

and Rights

(a)
   
Weighted

-Average

Exercise

Price of

Outstanding

Options,

Warrants

and Rights

(b)
   
Number of Securities

Remaining Available

for Future Issuance

Under Equity

Compensation Plans

(Excluding Securities

Reflected in Column(a))

(c)
 
Equity compensation plans approved by shareholders(1)
   5,622,161      17,565,458 
Equity compensation plans not approved by shareholders(2)
   288,317      4,488,003 
Total
   5,910,478      22,053,461 
(1)
The equity compensation plans approved by the Company’s shareholders are the TEGNA Inc. 2020 Omnibus Incentive Compensation Plan (the “2020 Plan”) and the TEGNA Inc. 2001 Omnibus Incentive Compensation Plan (amended and restated as of May 4, 2010), as amended (the “2010 Plan”). No further grants may be made under the 2010 Plan. The number in column (a) includes 2,914,037 shares subject to outstanding unvested restricted stock unit grants, vested restricted stock grants that have not been paid and vested restricted stock units grants that have not yet been paid, and 2,708,124 shares subject to outstanding unvested Performance Share awards. The number of shares subject to outstanding unvested Performance Share awards represents the 2019 PSU awards at 136.7 of target, the 2020 PSU awards at 143.1% of target, and the maximum number of Performance Shares issued upon vesting of the 2021 PSU awards. The actual number of Performance Shares issued for the 2021 PSU awards could be zero to 200% of the target number of Performance Shares underlying unvested awards. Assuming the target number of Performance Shares are issued for the 2021 PSU awards, the number of shares subject to unvested Performance Share awards would be 2,164,072 and 18,109,510 shares would remain available for future issuance under the 2020 Plan.
(2)
The TEGNA Deferred Compensation Plan, or DCP, is a
non-qualified
plan that provides benefits to directors and key executives of the Company. The DCP has not been approved by the Company’s shareholders. The DCP is a value-neutral plan, and there will be no additional premium or matching contribution with regards to the deferred compensation. The amounts elected to be deferred by each participant are credited to such participant’s account in the DCP, and the Company credits these accounts with earnings as if the amounts deferred were invested in the Company’s stock or other selected investment funds as directed by the participant. Amounts that are not treated as if invested in the Company’s stock are distributed in cash and amounts that are treated as if invested in the Company’s stock are generally distributed in shares of stock or cash, at the Company’s election. However, deferrals by directors of restricted stock or restricted stock unit grants are required to be distributed in stock under the terms of the DCP. The number in column (a) represents the number of shares credited to participants’ accounts in the DCP. The DCP does not currently include any shares to be issued upon the exercise of outstanding stock options, warrants and rights as a result of deferrals of grants made under the 2020 Plan. The table above does not include any shares that may in the future be credited to participants’ accounts in the DCP as a result of salary deferrals or transfers of other funds held in the plan. Participants in the DCP are general unsecured creditors of the Company with respect to their benefits under the plan.
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Table of Contents
Securities Beneficially Owned by Directors, Executive Officers and Principal Shareholders”Shareholders
The information presented below regarding beneficial ownership of common stock has been presented in our 2022 proxy statement, or if the 2022 proxy statementaccordance with SEC rules and is not filednecessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership of common stock includes any shares as to which a person, directly or indirectly, has or shares voting power or investment power and any shares as to which a person has the right to acquire such voting or investment power within 12060 days after December 31, 2021, then we will include suchthrough the exercise of any SO or other right.
The following table presents, as of April 22, 2022, information in a Form 10-K/A we will filebased on the Company’s records and filings with the SEC within such timeframe.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We incorporate by referenceregarding beneficial ownership of each person who is known to be the information appearing under “Director Nominees” under the heading “2022 Proxy Statement Summary: Snapshotbeneficial owner of 2022 Director Nominees” and “Related Transactions” under the heading “Proposal 1 - Election of Directors” in our 2022 proxy statement, or if the 2022 proxy statement is not filed within 120 days after December 31, 2021, then we will include such information in a Form 10-K/A we will file with the SEC within such timeframe.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

We incorporate by reference the information appearing under “Reportmore than five percent of the Audit Committee”Company’s common stock, each current director, the Company’s NEOs in our 2022 proxy statement,2021, and all directors and executive officers of the Company as a group. None of the shares owned by the Company’s directors or if the 2022 proxy statement is not filed within 120 days after December 31, 2021, then we will include such information in a Form 10-K/A we will file with the SEC within such timeframe.executive officers are pledged.

Name of Beneficial Owner(1)
  
Shares

Owned(2)
   
Percent of

Class
 
BlackRock, Inc.(3)
   26,368,438    11.9% 
The Vanguard Group, Inc. (4)
   23,336,977    10.5% 
Boston Partners (5)
   11,420,907    5.1% 
David T. Lougee
   668,052    * 
Victoria D. Harker
   409,568    * 
Lynn Beall
   194,838    * 
Akin S. Harrison
   69,262    * 
Gina L. Bianchini
   30,307    * 
Howard D. Elias
   37,420    * 
Stuart J. Epstein
   38,457    * 
Lidia Fonseca
   46,554    * 
Karen H. Grimes
   18,550    * 
Scott K. McCune
   80,906    * 
Henry W. McGee
   4,112    * 
Susan Ness
   67,417    * 
Bruce P. Nolop
   55,542    * 
Neal Shapiro
   28,886    * 
Melinda C. Witmer
   16,028    * 
All directors and executive officers as a group (15 persons including those named above)
   1,765,877    * 
76
*
Less than one percent.
(1)
Except as otherwise noted below, the address of each person listed in the table is: c/o TEGNA Inc., 8350 Broad Street, Suite 2000, Tysons, Virginia 22102.
(2)
The following shares of common stock are included in the table because they may be acquired pursuant to (a) restricted stock units and/or restricted stock awards granted to directors which are payable to the director by the Company if the director leaves the Board prior to June 21, 2022: Ms.
Bianchini-5,039,
Mr.
Elias-4,969,
Mr.
Epstein-5,039;
Ms.
Fonseca-7,372,
Ms.
Grimes-5,039;
Mr.
McCune-21,493,
Mr.
McGee-4,112,
Ms.
Ness-19,493,
Mr.
Nolop-10,008,
and Mr.
Shapiro-6,219;
and (b) restricted stock units granted to directors that have not been deferred and will vest by June 11, 2022: Ms.
Bianchini-1,680,
Mr.
Epstein-1,680,
Ms.
Grimes-1,680,
Mr.
McCune-1,680,
Ms.
Ness-1,680
and Mr.
Nolop-1,680.
(3)
Based upon information as of December 31, 2021, contained in a Schedule 13G/A filed with the SEC on January 26, 2022 by BlackRock, Inc., reporting, in the aggregate, sole voting power over 25,643,663 shares and sole dispositive power over 26,368,438. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
(4)
Based upon information as of December 31, 2021, contained in a Schedule 13G/A filed with the SEC on February 9, 2022 by The Vanguard Group, reporting, in the aggregate, shared voting power over 221, 200 shares, sole dispositive power over 22,939,084 shares and shared dispositive power over 397,893 shares. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
(5)
Based upon information as of December 31, 2021, contained in a Schedule 13G/A filed with the SEC on February 11, 2022 by Boston Partners, reporting, in the aggregate, sole voting power over 10,346,514 shares, shared voting power over 22,153 shares and sole dispositive power over 11,420,907 shares. The address for Boston Partners is One Beacon Street, 30th Floor, Boston, MA 02108.
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Investment in TEGNA Stock by Directors and Executive Officers
PART IV
The following table presents, as of the April 22, 2022, the total investment position in the Company’s stock of its directors and executive officers, based on the Company’s records and filings with the SEC.

Name of Officer or Director
Title
Share

Investment
David T. Lougee
President and CEO, Director701,373
Victoria D. Harker
Executive Vice President and CFO434,418
Lynn Beall
Executive Vice President and COO - Media Operations204,289
Akin S. Harrison
Senior Vice President and General Counsel74,247
Gina L. Bianchini
Director38,721
Howard D. Elias
Director135,361
Stuart J. Epstein
Director38,457
Lidia Fonseca
Director60,007
Karen H. Grimes
Director18,550
Scott K. McCune
Director87,133
Henry W. McGee
Director55,611
Susan Ness
Director76,219
Bruce P. Nolop
Director55,542
Neal Shapiro
Director110,910
Melinda C. Witmer
Director40,100
All directors and executive officers as a group (15 persons including those named above)
2,139,335
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 Flows
Consolidated Statements of Equity and Redeemable Noncontrolling Interest
Notes to Consolidated Financial Statements

(2)Financial Statement Schedules.

All schedules are omittedThis table reflects the same information as the required information is not applicable or the information is presentedtable in the consolidated financial statements or related notes.preceding section, but it also includes vested shares of the Company’s stock that each person holds through the Company’s Deferred Compensation Plan. As of the April 22, 2022, fully vested shares of the Company’s stock in the following amounts were deemed to be credited to the accounts of the Company’s directors and executive officers under the Company’s Deferred Compensation Plan:
Mr. Lougee-33,321;

Ms. Harker-24,850;
(3)Exhibits.Ms. Beall-9,451;

Mr. Harrison-4,985;
Ms. Bianchini-8,415,
Mr. Elias-97,941;
Ms. Fonseca-13,454;
Mr. McCune-6,227;
Mr. McGee-51,499;
Ms. Ness-8,802;
Mr. Shapiro-82,044;
Ms. Witmer-24,072;
and all directors and executive officers as a
group-365,060.
These shares are not deemed to be “beneficially owned” under SEC rules and are therefore not included in the table in the preceding section.
13.
Certain Relationships and Related Transactions and Director Independence
77Related Transactions; Compensation Committee Interlocks and Insider Participation
Our Company has not had compensation committee interlocks with any other company, nor has our Company engaged in any material related transactions since January 1, 2021, the first day of our last fiscal year. Although no such related transactions have occurred or are anticipated, the Board has adopted a related person transaction policy that outlines the procedures that the Board will follow in connection with reviewing any future transactions involving the Company and related persons. The policy takes into account the categories of transactions that the Board has determined are not material in making determinations regarding independence and requires directors and executive officers to notify the Company’s general counsel of any potential related person transactions.
Director Independence
The Board periodically assesses the independence of its nonemployee members as defined in the listing standards of NYSE and applicable laws. The Board undertook an analysis for each
non-employee
director and considered all relevant facts and circumstances, including the director’s other commercial, accounting, legal, banking, consulting, charitable and familial relationships. The Board determined that with respect to each of its current members other than David T. Lougee, who is our Chief Executive Officer, there are no disqualifying factors with respect to director independence enumerated in the listing standards of NYSE or any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each such member is an “independent director” as defined in the listing standards of NYSE and applicable laws.
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14. Principal Accountant Fees and Services
During fiscal years 2020 and 2021, the Company’s independent registered public accounting firm for each of those years, PricewaterhouseCoopers LLP (“PwC”) billed the Company the following fees and expenses:
   
2020
   
2021
 
Audit Fees
    
Audit Fees - TEGNA (1)
  $2,825,000   $2,247,242 
Audit Fees – Acquisitions (2)
  $200,000   $0 
Audit Fees - Total
  $3,025,000   $2,247,242 
Audit-Related Fees (3)
  $530,018   $645,000 
Tax Fees (4)
  $50,934   $131,268 
All Other Fees (5)
  $900   $900 
  
 
 
   
 
 
 
Total
  $3,606,852   $3,024,410 
(1)
Audit Fees—TEGNA
include fees relating to professional services rendered in connection with the annual integrated audit of the Company’s consolidated financial statements, internal control over financial reporting, and the review of quarterly reports on Form
10-Q.
In 2020, Audit Fees include payments to PwC of $200,000 related to debt comfort letters issued in relation to the Company’s 2026 and 2028 bond issuances. The 2020 Audit Fees also include payments to PwC for additional SOX work required due to the Company’s implementation of the Oracle enterprise resource planning (ERP) system ($120,000), as well as fees related to analysis requested by the Audit Committee ($270,000). All of these services were
pre-approved
by the Audit Committee as described below. The totals above do not include payments made in 2020 to Ernst & Young (EY) ($135,000) related to the debt comfort letters referenced above that would be considered Audit Fees if EY were the Company’s independent registered accounting firm.
(2)
Audit Fees—Acquisitions
for 2020 include fees relating to professional services rendered in connection with the acquisitions of television stations
KTBU-TV
(Houston, TX) and
KMPX-TV
(Dallas, TX). The Company did not incur any acquisition-related audit fees in 2021.
(3)
Audit-Related Fees
include fees relating to professional services rendered in connection with the audit of employee benefit plans and the Company’s implementation of the Oracle ERP system. In 2020, the Company paid employee benefit plan audit fees of $180,000 and
ERP-related
fees of $350,000, and in 2021 the Company paid employee benefit plan audit fees of $185,000 and
ERP-related
fees of $460,000. All of these services were
pre-approved
by the Audit Committee as described below.
(4)
Tax Fees
principally relate to tax planning services and advice in the U.S. All of these services were
pre-approved
by the Audit Committee as described below.
(5)
All Other Fees
relate to the Company’s use of PwC’s disclosure checklist tool.
The Audit Committee has adopted a policy for the
pre-approval
of services provided by the Company’s independent registered public accounting firm. Under that policy, particular services or categories of services have been
pre-approved,
subject to a specific budget. Periodically, but at least annually, the Audit Committee reviews and approves the list of
pre-approved
services and the maximum threshold cost of performance of each. The Audit Committee is provided with a status update on all services performed by the Company’s independent registered accounting firm periodically throughout the year and discusses such services with management and the independent registered accounting firm. Pursuant to its
pre-approval
policy, the Audit Committee has delegated
pre-approval
authority for services provided by the Company’s independent registered accounting firm to its Chair, Bruce P. Nolop. Mr. Nolop may
pre-approve
up to $100,000 in services provided by the independent registered accounting firm, in the aggregate at any one time, without consultation with the full Audit Committee, provided that he reports such approved items to the Audit Committee at its next scheduled meeting. In determining whether a service may be provided pursuant to the
pre-approval
policy, the primary consideration is whether the proposed service would impair the independence of the independent registered public accounting firm.
In connection with its review of the Company’s 2021 audited financial statements, the Audit Committee received from PwC written disclosures and a letter regarding PwC’s independence in accordance with applicable requirements of the Public Company Accounting Oversight Board (PCAOB), including a detailed statement of any relationships between PwC and the Company that might bear on PwC’s independence, and has discussed with PwC its independence. The Audit Committee considered whether the provision of
non-audit
services by PwC is compatible with maintaining PwC’s independence. PwC stated that it believes it is in full compliance with all of the independence standards established by the various regulatory bodies. The Audit Committee also discussed with PwC various matters required to be discussed by the applicable requirements of the PCAOB and the SEC.
The Audit Committee met with management, the Company’s internal auditors and representatives of PwC to review and discuss the Company’s audited financial statements for the fiscal year ended December 31, 2021. Based on such review and discussion as well as the Committee’s reviews and discussions with PwC regarding the various matters mentioned in the preceding paragraph, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s
Form 10-K
for the 2021 fiscal year. The Board has approved that recommendation.
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Part IV
15.
Exhibit and Financial Statement Schedules.
The information required by this Item is set forth in the Exhibit Index that precedes the signature page of this Form
10-K/A.
49
Table of Contents
EXHIBIT INDEX
Exhibit NumberExhibitLocation
2-1
Exhibit
Number
Exhibit
Location
2-1Agreement and Plan of Merger, dated as of February 22, 2022, by and among TEGNA Inc., Teton Parent Corp., Teton Merger Corp., and solely for purposes of certain provisions specified therein, Community News Media LLC, CNM Television Holdings I LLC, SGCI Holdings III LLC, P Standard General Ltd., Standard General Master Fund L.P., Standard General Master Fund II L.P., Standard General Focus Fund L.P., CMG Media Corporation, CMG Media Operating Company, LLC, CMG Farnsworth Television Holdings, LLC, CMG Farnsworth Television Operating Company, LLC, Teton Midco Corp., Teton Opco Corp., and CMG Farnsworth Television Acquisition Company, LLC.
3-2Amendment No. 1 to Agreement and Plan of Merger, dated as of February 22, 2022, by and among TEGNA Inc., Teton Parent Corp., Teton Merger Corp., and solely for purposes of certain provisions specified therein, Community News Media LLC, CNM Television Holdings I LLC, SGCI Holdings III LLC, P Standard General Ltd., Standard General Master Fund L.P., Standard General Master Fund II L.P., Standard General Focus Fund L.P., CMG Media Corporation, CMG Media Operating Company, LLC, CMG Farnsworth Television Holdings, LLC, CMG Farnsworth Television Operating Company, LLC, Teton Midco Corp., Teton Opco Corp., and CMG Farnsworth Television Acquisition Company, LLC.Incorporated by reference to Exhibit 2-1 to TEGNA Inc.’s Form 8-K filed on February 22,March 15, 2022.

3-1Fourth Restated Certificate of Incorporation of TEGNA Inc.
3-2
By-laws,
as amended through May 12, 2021.
4-1Indenture dated as of March 1, 1983, between TEGNA Inc. and Citibank, N.A., as Trustee.
4-2First Supplemental Indenture dated as of November 5, 1986, among TEGNA Inc., Citibank, N.A., as Trustee, and Sovran Bank, N.A., as Successor Trustee.
4-3Second Supplemental Indenture dated as of June 1, 1995, among TEGNA Inc., NationsBank, N.A., as Trustee, and Crestar Bank, as Trustee.
4-4Tenth Supplemental Indenture, dated as of July 29, 2013, between TEGNA Inc. and U.S. Bank National Association, as Trustee.
4-5Eleventh Supplemental Indenture, dated as of October 3, 2013, between TEGNA Inc. and U.S. Bank National Association as Trustee.
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Table of Contents
4-6
Exhibit
Number
Exhibit
Location
4-6Thirteenth Supplemental Indenture, dated as of September 13, 2019, between TEGNA Inc. and U.S. Bank National Association, as Trustee.
4-7Fourteenth Supplemental Indenture, dated as of January 9, 2020, between TEGNA Inc. and U.S. Bank National Association, as Trustee.
4-8Fifteenth Supplemental Indenture, dated as of September 10, 2020, between TEGNA Inc. and U.S. Bank National Association, as Trustee.
4-9Description of Securities.
10-1Supplemental Executive Medical Plan Amended and Restated as of January 1, 2011.*
10-1-1
Amendment No. 1 to the Supplemental Executive Medical Plan Amended and Restated as of January 1, 2012.*
10-1-2
Amendment No. 2 to the TEGNA Inc. Supplemental Executive Medical Plan dated as of June 26, 2015.*
10-1-3
Amendment No. 3 to the TEGNA Inc. Supplemental Executive Medical Plan effective as of November 1, 2016.*
10-2Supplemental Executive Medical Plan for Retired Executives dated December 22, 2010 and effective January 1, 2011.*
10-2-1
Amendment No. 1 to the TEGNA Inc. Supplemental Executive Medical Plan for Retired Executives dated as of June 26, 2015.*
78

Exhibit Number
10-2-2
ExhibitLocation
10-2-2Amendment No. 2 to the TEGNA Inc. Supplemental Executive Medical Plan for Retired Executives effective as of November 1, 2016.*
51
Table of Contents
10-3
Exhibit
Number
Exhibit
Location
10-3TEGNA Inc. Supplemental Retirement Plan Restatement.*
10-3-1
Amendment No. 1 to the TEGNA Inc. Supplemental Retirement Plan dated July 31, 2008 and effective August 1, 2008.*
10-3-2
Amendment No. 2 to the TEGNA Inc. Supplemental Retirement Plan dated December 22, 2010.*
10-3-3
Amendment No. 3 to the TEGNA Inc. Supplemental Retirement Plan dated as of June 26, 2015.*
10-3-4
Amendment No. 4 to the TEGNA Inc. Supplemental Retirement Plan dated as of November 7, 2017.*
10-3-5
Amendment No. 5 to the TEGNA Inc. Supplemental Retirement Plan, dated as of April 26, 2018.*
10-4TEGNA Inc. Deferred Compensation Plan Restatement dated February 1, 2003 (reflects all amendments through July 25, 2006).*
10-4-1
TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals.*
10-4-2
Amendment No. 1 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated July 31, 2008 and effective August 1, 2008.*
10-4-3
Amendment No. 2 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated December 9, 2008.*
10-4-4
Amendment No. 3 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated October 27, 2009.*
10-4-5
Amendment No. 4 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated December 22, 2010.*
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Table of Contents
10-4-6
Exhibit
Number
Exhibit
Location
10-4-6
Amendment No. 5 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals dated as of June 26, 2015.*
10-4-7
Amendment No. 6 to the TEGNA Inc. Deferred Compensation Plan Rues for Post-2004 Deferrals dated as of December 8, 2015.*
10-4-8
Amendment No. 7 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals, dated as of May 3, 2017.*
10-4-9
Amendment No. 8 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals, dated as of November 7, 2017.*
10-4-10
Amendment No. 9 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals, dated as of April 26, 2018.*
10-4-11
Amendment No. 10 to the TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals, dated as of November 16, 2018.*
10-5Amendment to the TEGNA Inc. Deferred Compensation Plan Restatement Rules for
Pre-2005
Deferrals dated as of June 26, 2015.*
10-5-1
10-5-1
Amendment No. 2 to the TEGNA Inc. Deferred Compensation Plan Restatement Rules for
Pre-2005
Deferrals, dated as of May 3, 2017.*
79

Exhibit Number
10-5-2
ExhibitLocation
10-5-2Amendment No. 3 to the TEGNA Inc. Deferred Compensation Plan Restatement Rules for
Pre-2005
Deferrals, dated as of April 26, 2018.*
10-5-3
Amendment No. 4 to the TEGNA Inc. Deferred Compensation Plan Restatement Rules for
Pre-2005
Deferrals, dated as of November 16 , 2018.*
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Table of Contents
10-6
Exhibit
Number
Exhibit
Location
10-6TEGNA Inc. Transitional Compensation Plan Restatement.*
10-6-1
Amendment No. 1 to TEGNA Inc. Transitional Compensation Plan Restatement dated as of May 4, 2010.*
10-6-2
Amendment No. 2 to TEGNA Inc. Transitional Compensation Plan Restatement dated as of December 22, 2010.*
10-6-3
Amendment No. 3 to TEGNA Inc. Transitional Compensation Plan Restatement dated as of June 26, 2015.*
10-6-4
Notice to Transitional Compensation Plan Restatement Participants.*
10-7TEGNA Inc. 2001 Omnibus Incentive Compensation Plan, as amended and restated as of May 4, 2010.*
10-7-1
Amendment No. 1 to the TEGNA Inc. 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010).*
10-7-2
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.*
10-7-3
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.*
10-7-4
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.*
10-7-5
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.*
54
Table of Contents
10-8
Exhibit
Number
Exhibit
Location
10-8TEGNA Inc. 2020 Omnibus Incentive Compensation Plan.
10-9Form of Director Stock Option Award Agreement.*
10-10Form of Director Restricted Stock Unit Award Agreement.*
10-10-1
Form of Director Restricted Stock Unit Award Agreement.*Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 30, 2019.
10-10-2
Form of Director Restricted Stock Unit Award Agreement.*Incorporated by reference to Exhibit 10-4 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 30, 2020.
10-10-3
Form of Director Restricted Stock Unit Award Agreement.*Incorporated by reference to Exhibit 10-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended June 30, 2019.2021.
10-10-210-11Form of Director Restricted Stock Unit Award Agreement.*
10-10-3Form of Director Restricted Stock Unit Award Agreement.*
10-11Form of Executive Officer Restricted Stock Unit Award Agreement.*
10-11-1
10-11-1
Form of Executive Officer Restricted Stock Unit Award Agreement.*
10-11-2
Form of Executive Officer Restricted Stock Unit Award Agreement.*
80

Exhibit Number
10-11-3
ExhibitLocation
10-11-3Form of Executive Officer Restricted Stock Unit Award Agreement.*
10-11-4
Form of Executive Officer Restricted Stock Unit Award Agreement.*
10-11-5
Form of Executive Officer Restricted Stock Unit Award Agreement.*
55
Table of Contents
10-11-6
Exhibit
Number
Exhibit
Location
10-11-6
Form of Executive Officer Restricted Stock Unit Award Agreement.*
10-11-7
Form of Executive Officer Restricted Stock Unit Award Agreement.*
10-12Form of Executive Officer Performance Share Award Agreement.*
10-12-1
Form of Executive Officer Performance Share Award Agreement.*
10-12-2
Form of Executive Officer Performance Share Award Agreement.*
10-12-3
Form of Executive Officer Performance Share Award Agreement.*
10-12-4
Form of Executive Officer Performance Share Award Agreement.*
10-12-5
Form of Executive Officer Performance Share Award Agreement.*
10-12-6
Form of Executive Officer Performance Share Award Agreement.*
10-12-7
Form of Executive Officer Performance Share Award Agreement.*
10-13Description of TEGNA Inc.’s
Non-Employee
Director Compensation.*
10-14Amendment for Section 409A Plans dated December 31, 2008.*
10-15Executive Life Insurance Plan document dated December 31, 2008.*
56
Table of Contents
10-15-1
Exhibit
Number
Exhibit
Location
10-15-1
Amendment No. 1 to the TEGNA Inc. Executive Life Insurance Plan Document dated as of June 26, 2015.*
10-16Key Executive Life Insurance Plan dated October 29, 2010.*
10-16-1
Amendment No. 1 to the TEGNA Inc. Key Executive Life Insurance Plan dated as of June 26, 2015.*
10-16-2
Form of Participation Agreement under Key Executive Life Insurance Plan.*
10-17Omnibus Amendment to Terms and Conditions of Stock Option Awards dated as of December 31, 2008.*
10-18Omnibus Amendment to Outstanding Award Agreements of Certain Executives effective as of November 1, 2016.*
81

Exhibit Number10-19ExhibitLocation
10-19TEGNA Inc. 2015 Change in Control Severance Plan, as amended through May 30, 2017.*
10-19-1
Amendment No. 1 to the TEGNA Inc. 2015 Change in Control Severance Plan, as amended through May 30, 2017.*
10-20TEGNA Inc. Executive Severance Plan, as amended through May 30, 2017.*
10-20-1
Amendment No. 1 to the TEGNA Inc. Executive Severance Plan, as amended through May 30, 2017.*
10-21Offer Letter between TEGNA Inc. and David T. Lougee, dated as of May 3, 2017.*
10-22Letter Agreement between TEGNA Inc. and Victoria D. Harker, dated as of May 4, 2017.*
82
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Table of Contents
Exhibit NumberExhibitLocation
10-23
Exhibit
Number
Exhibit
Location
10-23Amendment and Restatement Agreement, dated as of August 5, 2013, to each of (i) the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of March 11, 2002 and effective as of March 18, 2002, as amended and restated as of December 13, 2004 and effective as of January 5, 2005, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by the Third Amendment thereto, dated as of September 28, 2009, as further amended by the Fourth Amendment thereto, dated as of August 25, 2010 and as further amended by the Fifth Amendment and Waiver, dated as of September 30, 2010 (the “2002 Credit Agreement”), among TEGNA Inc., the several banks and other financial institutions from time to time parties to the Credit Agreement (the “2002 Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “2002 Administrative Agent”), JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, and Barclays Bank PLC, as documentation agent, (ii) the Competitive Advance and Revolving Credit Agreement, dated as of February 27, 2004 and effective as of March 15, 2004, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by the Third Amendment thereto, dated as of September 28, 2009, as further amended by the Fourth Amendment thereto, dated as of August 25, 2010, and as further amended by the Fifth Amendment and Waiver, dated as of September 30, 2010 (the “2004 Credit Agreement”), among TEGNA Inc., the several banks and other financial institutions from time to time parties to the Credit Agreement (the “2004 Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, and Barclays Bank PLC and SunTrust Bank, as documentation agents and (iii) the Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by the Third Amendment thereto, dated as of September 28, 2009, as further amended by the Fourth Amendment thereto, dated as of August 25, 2010 and as further amended by the Fifth Amendment and Waiver, dated as of September 30, 2010 (the “2005 Credit Agreement” and, together with the 2002 Credit Agreement and the 2004 Credit Agreement, the “Credit Agreements”), among TEGNA Inc., the several banks and other financial institutions from time to time parties to the Credit Agreement (the “2005 Lenders” and, together with the 2002 Lenders and the 2004 Lenders, the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “2005 Administrative Agent” and, together with the 2002 Administrative Agent and the 2004 Administrative Agent, the “Administrative Agent”), JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, and Barclays Bank PLC, as documentation agent, by and between TEGNA Inc., the Guarantors under the Credit Agreements as of August 5, 2013, the Administrative Agent, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as issuing lenders and the Lenders party thereto.
58
Table of Contents
10-23-1
Exhibit
Number
Exhibit
Location
10-23-1
Master Assignment and Assumption, dated as of August 5, 2013, by and between each of the lenders listed thereon as assignors and/or assignees.
10-23-2
Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, by and among TEGNA Inc., the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A. and Citibank, N.A. as syndication agents.
83

Exhibit Number
10-23-3
ExhibitLocation
10-23-3Sixth Amendment, dated as of September 24, 2013, to the Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended by the First Amendment thereto, dated as of February 28, 2007 and effective as of March 15, 2007, as further amended by the Second Amendment thereto, dated as of October 23, 2008 and effective as of October 31, 2008, as further amended by the Third Amendment thereto, dated as of September 28, 2009, as further amended by the Fourth Amendment thereto, dated as of August 25, 2010, as further amended by the Fifth Amendment and Waiver, dated as of September 30, 2010, and as further amended and restated pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, by and among TEGNA Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto.
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Table of Contents
10-23-4
Exhibit
Number
Exhibit
Location
10-23-4
Seventh Amendment, dated as of February 13, 2015, to the Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended and restated as of August 5, 2013 and as further amended by the Sixth Amendment thereto, dated as of September 24, 2013, among TEGNA Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the several banks and other financial institutions from time to time parties.
10-23-5
Eighth Amendment, dated as of June 29, 2015, to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended and restated as of August 5, 2013, and as further amended by the Seventh Amendment thereto dated as of February 13, 2015, and the Sixth Amendment thereto dated September 24, 2013, among TEGNA Inc., JPMorgan Chase Bank N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto, as set forth on Exhibit A to the Eight Amendment.
10-23-6
Ninth Amendment, dated as of September 30, 2016, to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended and restated as of August 5, 2013, and as further amended by the Eighth Amendment thereto, dated as of June 29, 2015, the Seventh Amendment thereto, dated as of February 13, 2015, and the Sixth Amendment thereto, dated as of September 24, 2013, among TEGNA Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto, as set forth on Exhibit A, to the Ninth Amendment.
60
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10-23-7
Exhibit
Number
Exhibit
Location
10-23-7
Tenth Amendment, dated as of August 1, 2017, to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended and restated as of August 5, 2013, and as further amended, among TEGNA Inc., JPMorgan Chase Bank, N.A. as administrative agent, and the several banks and other financial institutions from time to time parties thereto.
10-23-8
Eleventh Amendment, dated as of June 21, 2018, to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, as amended and restated as of August 5, 2013, as further amended as of June 29, 2015, as further amended as of August 1, 2017, among TEGNA Inc., JPMorgan Chase Bank, N.A. as administrative agent, and the several banks and other financial institutions from time to time parties thereto.
84

Exhibit Number
10-23-9
ExhibitLocation
10-23-9Twelfth Amendment, dated as of August 15, 2019, to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2015, as amended and restated as of August 5, 2013, as further amended as of June 29, 2015, as further amended as of August 1, 2017, and as further amended as of June 21, 2018, among TEGNA Inc., JPMorgan Chase Bank, N.A. as administrative agent, and the several banks and other financial institutions from time to time parties thereto.
10-23-10
Thirteenth Amendment, dated as of June 11, 2020, to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of December 13, 2004 and effective as of January 5, 2005, and as amended and restated as of August 5, 2013, as further amended as of June 29, 2015, as further amended as of September 30, 2016, as further amended as of August 1, 2017, as further amended as of June 21, 2018 and as further amended as of August 15, 2019, among TEGNA Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto.
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Table of Contents
10-24
Exhibit
Number
Exhibit
Location
10-24Increased Facility Activation Notice, dated September 25, 2013, pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, by and among TEGNA Inc., JPMorgan Chase Bank N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto.
10-24-1
Increased Facility Activation Notice, dated May 5, 2014, pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, by and among TEGNA Inc., JP Morgan Chase Bank, N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto.
10-24-2
Increased Facility Activation Notice, dated as of September 23, 2015, pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, as amended, by and among TEGNA Inc., JPMorgan Chase Bank N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto.
10-24-3
Increased Facility Activation Notice, dated as of September 26, 2016, pursuant to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of August 5, 2013, as amended, by and among TEGNA Inc., JPMorgan Chase Bank N.A., as administrative agent, and the several banks and other financial institutions from time to time parties thereto.
10-25Asset Purchase Agreement, dated as of March 20, 2019, by and among Nexstar Media Group, Inc., Belo Holdings, Inc. and TEGNA Inc.
10-26Agreement and Plan of Merger, dated as of June 10, 2019, by and among RadiOhio Incorporated, Radio Acquisition Corp., TEGNA Inc., and Michael J. Fiorile, solely in his capacity as Stockholder Representative.
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Table of Contents
10-27
Exhibit
Number
Exhibit
Location
10-27Stock Purchase Agreement, dated as of June 10, 2019, by and among VideoIndiana, Inc., the Sellers named therein, Michael J. Fiorile, solely in his capacity as Stockholder Representative, and TEGNA Inc.
10-28Stock Purchase Agreement, dated as of June 10, 2019, by and among WBNS TV, Inc., the Sellers named therein, Michael J. Fiorile, solely in his capacity as Stockholder Representative, and TEGNA Inc.
21Subsidiaries of TEGNA Inc.
23Consent of Independent Registered Public Accounting Firm.
31-1Certification Pursuant to Rule
13a-14(a)
under the Securities Exchange Act of 1934.
85

31-2
Exhibit NumberExhibitLocation
31-2Certification Pursuant to Rule
13a-14(a)
under the Securities Exchange Act of 1934.
32-131-3Certification Pursuant to Rule Section 1350 Certification.13a-14(a) under the Securities Exchange Act of 1934.
32-231-4Certification Pursuant to Rule Section 1350 Certification.13a-14(a) under the Securities Exchange Act of 1934.
32-1Section 1350 Certification.Incorporated by reference to Exhibit 32-1 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 31, 2021.
32-2Section 1350 Certification.Incorporated by reference to Exhibit 101.INS32-2 to TEGNA Inc.’s Form 10-K for the fiscal year ended December 31, 2021.
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Date file because its Inline XBRL tags are embedded within the Inline XBRL document.Incorporated by reference to Exhibit 101.INS to TEGNA Inc.’s Form Attached.10-K for the fiscal year ended December 31, 2021.
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Table of Contents
101.SCH
Exhibit
Number
Exhibit
Location
101.SCHInline XBRL Taxonomy Extension Schema Document.Incorporated by reference to Exhibit 101.SCH to TEGNA Inc.’s Form Attached.10-K for the fiscal year ended December 31, 2021.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase.Incorporated by reference to Exhibit 101.CAL to TEGNA Inc.’s Form Attached.10-K for the fiscal year ended December 31, 2021.
101.DEFInline XBRL Taxonomy Extension Definition Document.Incorporated by reference to Exhibit 101.DEF to TEGNA Inc.’s Form Attached.10-K for the fiscal year ended December 31, 2021.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.Incorporated by reference to Exhibit 101.LAB to TEGNA Inc.’s Form Attached.10-K for the fiscal year ended December 31, 2021.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase.Incorporated by reference to Exhibit 101.PRE to TEGNA Inc.’s Form Attached.10-K for the fiscal year ended December 31, 2021.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).Attached.

For purposes of the incorporation by reference of documents as Exhibits, all references to Form
10-K,
10-Q
and
8-K
of TEGNA Inc. refer to Forms
10-K,
10-Q
and
8-K
filed with the Commission under Commission file number
1-6961.

We agree to furnish to the Commission, upon request, a copy of each agreement with respect to long-term debt not filed herewith in reliance upon the exemption from filing applicable to any series of debt which does not exceed 10% of our total consolidated assets.
* Asterisks identify management contracts and compensatory plans arrangements.
*
Asterisks
identify management contracts and compensatory plans arrangements.
86
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ITEM 16. FORM 10-K SUMMARY
None.Table of Contents
87

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 1, 2022TEGNA Inc. (Registrant)
Date: May 2, 2022
By:
/s/ Victoria D. Harker
Victoria D. Harker
Executive Vice President and Chief Financial Officer
(principal financial officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Dated: March 1, 2022/s/ David T. Lougee
David T. Lougee
President and Chief Executive Officer
(principal executive officer)
Dated: March 1, 2022/s/ Victoria D. Harker
Victoria D. Harker
Executive Vice President and ChiefPrincipal Financial Officer
(principal financial officer)
Dated: March 1, 2022/s/ Clifton A. McClelland III
Clifton A. McClelland III
Senior Vice President and Controller
(principal accounting officer)Officer)
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65

Dated: March 1, 2022/s/ Gina Bianchini
Gina Bianchini, Director
Dated: March 1, 2022/s/ Howard D. Elias
Howard D. Elias, Director, Chairman
Dated: March 1, 2022/s/ Stuart Epstein
Stuart Epstein, Director
Dated: March 1, 2022/s/ Lidia Fonseca
Lidia Fonseca, Director
Dated: March 1, 2022/s/ Karen Grimes
Karen Grimes, Director
Dated: March 1, 2022/s/ David T. Lougee
David T. Lougee, Director
Dated: March 1, 2022/s/ Scott K. McCune
Scott K. McCune, Director
Dated: March 1, 2022/s/ Henry W. McGee
Henry W. McGee, Director
Dated: March 1, 2022/s/ Susan Ness
Susan Ness, Director
Dated: March 1, 2022/s/ Bruce P. Nolop
Bruce P. Nolop, Director
Dated: March 1, 2022/s/ Neal Shapiro
Neal Shapiro, Director
Dated: March 1, 2022/s/ Melinda C. Witmer
Melinda C. Witmer, Director



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GLOSSARY OF FINANCIAL TERMS
Presented below are definitions of certain key financial and operational terms that we hope will enhance the reading and understanding of our 2021 Form 10-K.
ADJUSTED EBITDA – Net income attributable to the Company before (1) net (income) attributable to redeemable noncontrolling interest, (2) income taxes, (3) interest expense, (4) equity (loss) in unconsolidated investments, net, (5) other non-operating items, net, (6) M&A-related costs, (7) advisory fees related to activism defense, (8) workforce restructuring, (9) spectrum repacking reimbursements and other, net, (10) depreciation and (11) amortization.
AMORTIZATION – A non-cash charge against our earnings that represents the write off of intangible assets over the projected life of the assets.
BALANCE SHEET – A summary statement that reflects our assets, liabilities and equity at a particular point in time.
BUSINESS ACQUISITION – The acquiring company records the assets and liabilities assumed from the business being acquired at their fair value, with any excess of the purchase price over such fair value recorded to goodwill. If the purchase price is less than the fair value of the assets and liabilities acquired, the difference is recognized as a bargain purchase.
CURRENT ASSETS – Cash and other assets that are expected to be converted to cash within one year.
CURRENT LIABILITIES – Amounts owed that will be paid within one year.
DEPRECIATION – A non-cash charge against our earnings that allocates the cost of property and equipment over the estimated useful lives of the assets.
DIVIDEND – A payment we make to our shareholders from a portion of our earnings.
EARNINGS PER SHARE (basic) – Our earnings divided by the average number of shares outstanding for the period.
EARNINGS PER SHARE (diluted) - Our earnings divided by the average number of shares outstanding for the period, giving effect to assumed dilution from outstanding performance share awards and restricted stock units.
EQUITY EARNINGS FROM INVESTMENTS – For those investments in which we have the ability to exercise significant influence, but do not have control, an income or loss entry is recorded in the Consolidated Statements of Income representing our ownership share of the operating results of the investee company.
FREE CASH FLOW – Is calculated as 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.
GAAP – Generally accepted accounting principles in the United States.
GOODWILL – In a business purchase, this represents the excess of amounts paid over the fair value of tangible and other identified intangible assets acquired net of liabilities assumed.
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS – The portion of equity and net earnings in consolidated subsidiaries that is owned by others.
OVER THE TOP (OTT) SERVICES – A service that delivers video content to consumers over the Internet.
PERFORMANCE SHARE AWARD – An equity award that gives key employees the right to earn a number of shares of common stock over an incentive period based on how our actual adjusted EBITDA and free cash flow (as defined by the PSA agreement) performs as compared to targets.
PERFORMANCE SHARE UNIT – An equity award that gives key employees the right to earn a number of shares of common stock over an incentive period based on how our total shareholder return (TSR) compares to the TSR of a representative peer group of companies.
RESTRICTED STOCK – An award that gives key employees the right to shares of our stock, pursuant to a vesting schedule.
RETAINED EARNINGS – Our earnings not paid out as dividends to shareholders.
STATEMENT OF CASH FLOWS – A financial statement that reflects cash flows from operating, investing and financing activities, providing a comprehensive view of changes in our cash and cash equivalents.
STATEMENT OF COMPREHENSIVE INCOME – A financial statement that reflects our changes in equity (net assets) from transactions and other events from non-owner sources. Comprehensive income comprises net income and other items reported directly in shareholders’ equity, principally funded status of postretirement plans and the foreign currency translation adjustment.
STATEMENT OF EQUITY – A financial statement that reflects changes in our common stock, retained earnings and other equity accounts.
STATEMENT OF INCOME – A financial statement that reflects our profit by measuring revenues and expenses.
STOCK-BASED COMPENSATION – The payment to employees for services received with equity instruments such as restricted stock units and performance share awards.
VARIABLE INTEREST ENTITY (VIE) – A variable interest entity is an entity that lacks equity investors or whose equity investors do not have a controlling interest in the entity through their equity investments.
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