TEGNA Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited, in thousands of dollars

Quarter ended Sept. 30, Nine months ended Sept. 30,
2017 2016 2017 2016

Net income (loss) $ 39,951
$ 133,435
$ (88,579 ) $ 343,756
Redeemable noncontrolling interests (earnings not available to shareholders) 36
(1,353 ) (2,797 ) (3,628 )
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments 24,764
(1,973 ) 34,126
(7,934 )
Recognition of previously deferred post-retirement benefit plan costs 2,201
1,763
6,603
6,085
Unrealized (losses) gains on available for sale investment during the period —
(3,743 ) 1,776
(8,017 )
Other comprehensive income (loss), before tax 26,965
(3,953 ) 42,505
(9,866 )
Income tax effect related to components of other comprehensive income (loss) (752 ) (688 ) (2,445 ) (2,368 )
Other comprehensive income (loss), net of tax 26,213
(4,641 ) 40,060
(12,234 )
Comprehensive income (loss) 66,200
127,441
(51,316 ) 327,894
Comprehensive income (loss) attributable to noncontrolling interests, net of tax 1,360
(12,470 ) 55,676
(32,813 )
Comprehensive income attributable to TEGNA Inc. $ 67,560
$ 114,971
$ 4,360
$ 295,081



	Quarter ended Sept. 30,						Nine months ended Sept. 30,
	2019			2018			2019			2018

Net income	$	48,346		$	97,151		$	202,280		$	244,850
Other comprehensive income, before tax:
Foreign currency translation adjustments	(318		)	(31		)	(775		)	551
Recognition of previously deferred post-retirement benefit plan costs	1,431			1,276			4,293			3,827
Pension lump-sum payment charges	—			1,198			686			7,498
Other comprehensive income, before tax	1,113			2,443			4,204			11,876
Income tax effect related to components of other comprehensive income	(278		)	(615		)	(1,052		)	(3,021		)
Other comprehensive income, net of tax	835			1,828			3,152			8,855
Comprehensive income	$	49,181		$	98,979		$	205,432		$	253,705

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

TEGNA Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited, in thousands of dollars

Nine months ended Sept. 30,
2017 2016

Cash flows from operating activities:
Net (loss) income $ (88,579 ) $ 343,756
Adjustments to reconcile net income to net cash flow from operating activities:
Depreciation and amortization 117,762
153,197
Stock-based compensation 14,189
13,216
Loss on sale of CareerBuilder 342,900
—
Other losses on sales of assets and impairment charges 19,803
24,082
Equity losses in unconsolidated investments, net 1,488
6,530
Pension (contributions), net of expense (12,547 ) 2,135
Spectrum channel share agreement proceeds 32,588
—
Change in other assets and liabilities, net (76,421 ) (88,153 )
Net cash flow from operating activities 351,183
454,763
Cash flows from investing activities:
Purchase of property and equipment (63,846 ) (68,577 )
Payments for acquisitions of businesses, net of cash acquired —
(196,751 )
Payments for investments (2,778 ) (19,132 )
Proceeds from sale of CareerBuilder, net of $36,581 cash transferred 198,342
—
Proceeds from investments 15,122
10,127
Proceeds from sale of assets 5,659
1,024
Net cash flow from (used for) investing activities 152,499
(273,309 )
Cash flows from financing activities:
(Payments) proceeds of borrowings under revolving credit facilities, net (635,000 ) 10,000
Proceeds from Cars.com borrowings 675,000
—
Proceeds from other borrowings —
300,000
Debt repayments (99,185 ) (249,592 )
Payments of debt issuance costs (6,208 ) (1,684 )
Dividends paid (75,109 ) (91,627 )
Repurchases of common stock (8,453 ) (150,917 )
Distributions to noncontrolling membership interests (22,980 ) —
Cash transferred to the Cars.com business (20,133 ) —
Other, net (5,180 ) (19,505 )
Net cash flow used for financing activities (197,248 ) (203,325 )
Increase (decrease) in cash and cash equivalents 306,434
(21,871 )
Cash and cash equivalents from continuing operations, beginning of period 15,879
26,096
Cash and cash equivalents from discontinued operations, beginning of period 61,041
103,104
Balance of cash and cash equivalents, beginning of period 76,920
129,200
Cash and cash equivalents from continuing operations, end of period 383,354
19,185
Cash and cash equivalents from discontinued operations, end of period —
88,144
Balance of cash and cash equivalents, end of period $ 383,354
$ 107,329

Supplemental cash flow information:
Cash paid for income taxes, net of refunds $ 104,422
$ 145,052
Cash paid for interest $ 133,752
$ 153,510



	Nine months ended Sept. 30,
	2019			2018

Cash flows from operating activities:
Net income	$	202,280		$	244,850
Adjustments to reconcile net income to net cash flow from operating activities:
Depreciation and amortization	77,361			64,385
Stock-based compensation	13,887			12,292
Company stock 401(k) contribution	6,486			—
Gains on assets	(11,728		)	(6,991		)
Equity income from unconsolidated investments, net	(10,922		)	(15,080		)
Pension contributions, net of expense	(5,543		)	(39,932		)
Change in other assets and liabilities, net of acquisitions	(57,236		)	73,136
Net cash flow from operating activities	214,585			332,660
Cash flows from investing activities:
Purchase of property and equipment	(51,231		)	(35,281		)
Reimbursements from spectrum repacking	13,975			5,057
Payments for acquisitions of businesses, net of cash acquired	(1,507,483		)	(328,433		)
Payments for investments	(4,041		)	(11,309		)
Proceeds from investments	4,020			1,224
Proceeds from sale of assets	21,733			16,335
Net cash flow used for investing activities	(1,523,027		)	(352,407		)
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facilities, net	223,000			72,000
Proceeds from issuance of Senior Notes	1,100,000			—
Debt repayments	(75,000		)	(95,985		)
Payment of debt issuance costs	(20,276		)	(5,269		)
Dividends paid	(45,451		)	(45,219		)
Repurchases of common stock	—			(5,831		)
Other, net	(499		)	(4,224		)
Net cash flow provided by (used for) financing activities	1,181,774			(84,528		)
Decrease in cash, cash equivalents and restricted cash	(126,668		)	(104,275		)
Balance of cash, cash equivalents and restricted cash, beginning of period	135,862			128,041
Balance of cash, cash equivalents and restricted cash, end of period	$	9,194		$	23,766

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

TEGNA Inc.

CONSOLIDATED STATEMENTS OF EQUITY

Unaudited, in thousands of dollars, except per share data



Quarters Ended:	Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive income (loss)			Treasury stock			Total
Balance at June 30, 2019	$	324,419	$	256,024		$	6,553,149		$	(134,194	)	$	(5,519,656	)	$	1,479,742
Net Income						48,346									48,346
Other comprehensive income, net of tax									835						835
Total comprehensive income															49,181
Dividends declared: $0.07 per share						(15,174		)							(15,174		)
Company stock 401(k) contribution			(7,794		)							11,036			3,242
Stock-based awards activity			(763		)							711			(52		)
Stock-based compensation			4,445												4,445
Other activity			312												312
Balance at Sept. 30, 2019	$	324,419	$	252,224		$	6,586,321		$	(133,359	)	$	(5,507,909	)	$	1,521,696


Balance at June 30, 2018	$	324,419	$	304,066		$	6,201,694		$	(124,741	)	$	(5,588,527	)	$	1,116,911
Net Income						97,151									97,151
Other comprehensive income, net of tax									1,828						1,828
Total comprehensive income															98,979
Dividends declared: $0.07 per share						(15,070		)							(15,070		)
Stock-based awards activity			(2,625		)							2,751			126
Stock-based compensation			4,325												4,325
Other activity			312												312
Balance at Sept. 30, 2018	$	324,419	$	306,078		$	6,283,775		$	(122,913	)	$	(5,585,776	)	$	1,205,583



TEGNA Inc.
CONSOLIDATED STATEMENTS OF EQUITY
Unaudited, in thousands of dollars, except per share data

Nine Months Ended:	Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive income (loss)			Treasury stock			Total
Balance at Dec. 31, 2018	$	324,419	$	301,352		$	6,429,512		$	(136,511	)	$	(5,577,848	)	$	1,340,924
Net Income						202,280									202,280
Other comprehensive income, net of tax									3,152						3,152
Total comprehensive income															205,432
Dividends declared: $0.21 per share						(45,471		)							(45,471		)
Company stock 401(k) contribution			(15,053		)							21,539			6,486
Stock-based awards activity			(48,899		)							48,400			(499		)
Stock-based compensation			13,887												13,887
Other activity			937												937
Balance at Sept. 30, 2019	$	324,419	$	252,224		$	6,586,321		$	(133,359	)	$	(5,507,909	)	$	1,521,696


Balance at Dec. 31, 2017	$	324,419	$	382,127		$	6,062,995		$	(106,923	)	$	(5,667,577	)	$	995,041
Net Income						244,850									244,850
Other comprehensive income, net of tax									8,855						8,855
Total comprehensive income															253,705
Cumulative effects of accounting changes						21,121			(24,845		)				(3,724		)
Dividends declared: $0.21 per share						(45,191		)							(45,191		)
Treasury stock acquired												(5,831		)	(5,831		)
Stock-based awards activity			(89,921		)							87,632			(2,289		)
Stock-based compensation			12,292												12,292
Other activity			1,580												1,580
Balance at Sept. 30, 2018	$	324,419	$	306,078		$	6,283,775		$	(122,913	)	$	(5,585,776	)	$	1,205,583

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

TEGNA Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ~~Basis of presentation~~Accounting policies

Basis of presentation: Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial reporting, the instructions for Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (SEC) Regulation S-X. Accordingly, they do not include all information and footnotes which are normally included in the Form 10-K and annual report to shareholders. In our opinion, the condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair ~~presentation~~statement of the results for the interim periods presented. The condensed consolidated financial statements should be read in conjunction with our (or ~~“TEGNA’s”)~~TEGNA’s) audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018.

The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Significant estimates include, but are not limited to, evaluation of goodwill and other intangible assets for impairment, business combinations, fair value measurements, post-retirement benefit plans, income taxes including deferred taxes, and contingencies. The condensed consolidated financial statements include the accounts of subsidiaries we control and variable interest entities (VIEs) if we are the primary beneficiary. We eliminate all intercompany balances, transactions, and profits in consolidation. Investments in entities over which we have significant influence, but do not have control, are accounted for under the equity method. Our share of net earnings and losses from these ventures is included in ~~“Equity~~Equity (loss) income in unconsolidated investments, ~~net”~~net in the Consolidated Statements of Income. ~~In addition, certain reclassifications have been made to prior years’ consolidated Statements of Income to conform to the current year’s presentation.~~

~~On May 31, 2017, we completed the spin-off~~We operate one operating and reportable segment, which primarily consists of our 62 television stations operating in 51 markets, offering high-quality television programming and digital ~~automotive marketplace business, Cars.com. In addition,~~content. Our reportable segment determination is based on ~~July 31, 2017,~~our management and internal reporting structure, the nature of products and services we completed the sale of our majority ownership stake in CareerBuilder. Our digital marketing services (DMS) business is now reported within our Media business. As a result of these strategic actions, we have disposed of substantially all of our Digital Segment business and have therefore classified its historical financial results as discontinued operations. See Note 12, “Discontinued Operations”, for further details regarding the spin-off of Cars.comoffer, and the ~~sale of CareerBuilder and the impact of each transaction on~~financial information that is evaluated regularly by our ~~condensed consolidated financial statements.~~chief operating decision maker.

Accounting guidance adopted in ~~2017:~~ In March 2017, the Financial Accounting Standards Board (FASB) issued new guidance that changes the presentation of net periodic pension and other post-retirement benefit costs (post-retirement benefit costs) in the Consolidated Statements of Income. Under this new guidance, the service cost component of the post-retirement benefit expense will continue to be presented as an operating expense while all other components of post-retirement benefit expense will be presented as non-operating expense. Previously, all components of post-retirement benefit expense were presented as operating expense in the Consolidated Statements of Income. The FASB permitted early adoption of this guidance, and we elected to early adopt in the first quarter of 2017. We believe the new guidance provides enhanced financial reporting by limiting operating expense classification to the service cost component of post-retirement benefit expense. Service cost is the component of the expense that relates to services provided by employees in the current period and thus better reflects the current continuing operating costs. Changes to the classification of Consolidated Statements of Income amounts resulting from the new guidance were made on a retrospective basis, wherein each period presented was adjusted to reflect the effects of applying the new guidance. We utilized amounts previously disclosed in our retirement plan footnote to retrospectively apply the guidance. As a result of adopting this guidance, operating expenses in the third quarter and for the first nine months of 2017 were lower by $1.7 million and $4.9 million, respectively, while non-operating expenses were higher by the same amounts. In 2016, operating expenses in the third quarter and first nine months were reduced by $1.8 million and $5.8 million, respectively, with corresponding increases in non-operating expenses as a result of adopting this new guidance. Net income, earnings per share, and retained earnings were not impacted by the new guidance.

In January 2017, the FASB issued guidance that eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the goodwill impairment test) to measure a goodwill impairment charge. Instead, companies will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on Step 1 of the impairment test). The FASB permitted early adoption of this guidance, and we elected to early adopt in the second quarter of 2017 in connection with the calculation of CareerBuilder’s goodwill impairment charge, discussed in Note 12.

~~New accounting pronouncements not yet adopted:~~ In May 2014, the FASB issued new guidance related to revenue recognition. Under the new guidance, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the guidance requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

We will adopt the guidance beginning January 1, 2018. The two permitted transition methods are the full retrospective method, in which case the guidance would be applied to each prior reporting period presented and the cumulative effect of applying the guidance would be recognized at the earliest period shown; and the modified retrospective method, in which case

~~the cumulative effect of applying the guidance would be recognized at the date of initial application. We will adopt the guidance using the modified retrospective method.~~

While we continue to evaluate the full impact of the guidance, we do not believe that it will have a material impact on our consolidated financial statements. We are in the process of evaluating the other requirements of the new standard, which may result in additional revenue related disclosures.

Based on our evaluation performed to date, we believe that 90% of our revenues will not be materially impacted by the new guidance. Specifically, our television spot advertising contracts, which comprised approximately 60% of 2016 revenue are short-term in nature with transaction price consideration agreed upon in advance. We expect revenue will continue to be recognized when commercials are aired. Further, we expect that subscription revenue earned under retransmission agreements will be recognized under the licensing of intellectual property guidance in the standard, which will not have a material change to our current revenue recognition. Subscription revenue comprised approximately 30% of 2016 revenue. We continue to evaluate the impact to our online digital and other services revenue (which represents approximately 10% of our revenues).

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

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

Adoption of the guidance resulted in recording of new right-of-use asset and lease liability balances of $73.8 million and $91.8 million, respectively, as of the adoption date. The difference between right-of-use lease asset and lease liability balances was primarily due to previously accrued rent expense relating to periods prior to January 1, 2019. The new guidance did not have a material impact on our Consolidated Statements of Income, Comprehensive Income, Cash Flows or Equity. See Note 7 for additional information.

In August 2018, the FASB issued new guidance on the accounting for implementation costs incurred in cloud computing arrangements that are service contracts. The new guidance requires a customer in a hosting arrangement that is ~~effective for us~~a service contract to follow the internal-use software guidance to determine which implementation costs to capitalize as an asset related to the service contract. The guidance can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We adopted the new guidance on a prospective basis beginning in the ~~first~~second quarter of ~~2019 and will be adopted using a modified retrospective approach. We are currently evaluating the effect it is expected~~2019. There was no material impact to ~~have on~~ our condensed consolidated financial statements ~~and related disclosures.~~as a result of adopting this guidance.

New accounting guidance not yet adopted:In June 2016, the FASB issued new guidance related to the measurement of credit losses on financial instruments. The new guidance changes the way credit losses on accounts receivable are estimated. Under current GAAP, credit losses on accounts receivable are recognized once it is probable that such losses will occur. Under the new guidance, we will be required to estimate credit losses based on the expected amount of future collections which may result in earlier recognition of ~~allowance for~~ doubtful accounts. The new guidance is effective for public companies beginning in the first quarter of 2020 and will be adopted using a modified retrospective approach. We are currently evaluating the effect this new guidance, ~~will have~~specifically as it relates to our allowance for accounts receivable, which we don’t anticipate having a material impact on our consolidated financial statements and related ~~disclosures.~~disclosure as of the adoption date.

In August ~~2016,~~2018, the FASB issued new guidance ~~which~~that changes disclosures related to defined benefit pension and other postretirement benefit plans. The guidance removes disclosures that are no longer economically relevant, clarifies ~~several specific cash flow classification issues.~~certain existing disclosure requirements and adds some new disclosures. The ~~objective~~most relevant elimination for us is the annual disclosure of the amount of gain/loss and prior service cost/credit amortization expected in the following year. Additions most relevant to us include disclosing narrative explanations of the drivers for significant changes in plan obligations or assets, and disclosure for cost of living adjustments for certain participants of our TEGNA retirement plan. We plan to adopt the new guidance beginning in 2020 and it will be applied on a retrospective basis.

In March 2019, the FASB issued new guidance related to the accounting for episodic television series. The most significant aspect of this new guidance that is applicable to ~~reduce~~us relates to the ~~existing diversity in practice in how~~level at which our capitalized programming assets are monitored for impairment. Under the new guidance these assets will be monitored at the film group level which is the lowest level at which independently identifiable cash flows are ~~presented in~~identifiable. We plan to adopt the ~~statement of cash flows. The standard is effective for us~~new guidance beginning in the first quarter of ~~2018~~2020 and ~~early~~it will be adopted prospectively. We do not expect this guidance to have a material impact on our consolidated financial statements and related disclosures as of the adoption date.

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

The primary sources of our revenues are: 1) advertising & marketing services revenues, which include local and national non-political television advertising, digital marketing services (including Premion), and advertising on the ~~standard relates to payments made for premiums,~~stations’ websites and tablet and mobile products; 2) subscription revenues, reflecting fees paid by satellite, cable, OTT (companies that deliver video content to ~~lenders~~consumers over the Internet) and telecommunications providers to carry our television signals on their systems; 3) political advertising revenues, which are driven by even year election cycles at the local and national level (e.g. 2020, 2018) and particularly in the second half of those years; and 4) other services, such as production of programming and advertising material.

Revenue earned by these sources in the third quarter and first nine months of 2019 and 2018 are shown below (amounts in thousands):



	Quarter ended Sept. 30,				Nine months ended Sept. 30,
	2019		2018		2019		2018

Advertising & Marketing Services	$	297,333	$	264,852	$	851,304	$	829,638
Subscription	240,735		207,463		718,472		622,382
Political	8,131		60,410		14,064		93,725
Other	5,658		6,251		21,702		19,401
Total revenues	$	551,857	$	538,976	$	1,605,542	$	1,565,146

NOTE 2 – Acquisitions

Nexstar Stations

On September 19, 2019 we completed our previously announced acquisition of 11 local television stations in eight markets, including 8 Big Four affiliates, from Nexstar Media Group (the Nexstar Stations). These stations were divested by Nexstar Media Group in connection with its acquisition of Tribune Media Company. The television stations acquired are listed in the table below:



Market	Station	Affiliation
Hartford-New Haven, CT	WTIC/WCCT	FOX/CW
Harrisburg-Lancaster-Lebanon-York, PA	WPMT	FOX
Memphis, TN	WATN/WLMT	ABC/CW
Wilkes Barre-Scranton, PA	WNEP	ABC
Des Moines-Ames, IA	WOI/KCWI	ABC/CW
Huntsville-Decatur-Florence, AL	WZDX	FOX
Davenport, IA and Rock Island-Moline, IL	WQAD	ABC
Ft. Smith-Fayetteville-Springdale-Rogers, AR	KFSM	CBS

The estimated purchase price for the Nexstar Stations is approximately $769.1 million which includes a base purchase price of $740.0 million and estimated working capital of $29.1 million. The transaction was structured as an asset purchase and financed through the use of a portion of the $1.1 billion of Senior Notes issued on September 13, 2019 and borrowing under our revolving credit facility (see Note 5). The acquisition of the Nexstar Stations adds complementary markets to our existing portfolio of top network affiliates, including 4 affiliates in presidential election battleground states.

Dispatch Stations

On August 8, 2019 we completed the previously announced acquisition of Dispatch Broadcast Group’s 2 top-rated television stations and 2 radio stations (the Dispatch Stations). Through this acquisition we purchased WTHR, the NBC affiliate station in Indianapolis, IN, WBNS, the CBS affiliate in Columbus, OH and WBNS Radio (97.1 FM and 1460 AM) in Columbus, OH.

The estimated purchase price for the Dispatch Stations is approximately $553.7 million which consists of a base purchase price of $535.0 million and estimated working capital and cash acquired of $18.7 million. The transaction was structured as a stock purchase and financed through available cash and borrowing under our revolving credit facility. The acquisition of the Dispatch Stations expands our portfolio of top-rated big four affiliates in large markets.

Justice and Quest Multicast Networks

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

Cash paid for this acquisition was $77.2 million (which included $4.7 million for estimated working capital paid at closing), funded through available cash and borrowing under our revolving credit facility. As a result of acquiring the remaining ownership of the networks, we recognized a $7.3 million gain due to the write-up of our prior investment in the Justice Network and Quest multicast networks to its fair value at the time of the acquisition. This gain was recorded in Other non-operating items, net within the Consolidated Statement of Income.

Gray Stations

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

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

The following table summarizes the estimated preliminary fair values of the assets acquired and liabilities assumed in connection with the Recent Acquisitions (in thousands):



	Nexstar Stations		Dispatch Stations			Justice & Quest			Gray Stations		Total
Cash	$	—	$	2,363		$	—		$	—	$	2,363
Accounts receivable	35,459		26,680			8,501			5,553		76,193
Prepaid and other current assets	4,760		6,165			6,987			988		18,900
Property and equipment	47,339		40,856			369			11,757		100,321
Goodwill	84,252		158,077			23,413			11,458		277,200
FCC licenses	415,225		298,974			—			53,378		767,577
Retransmission agreements	76,894		55,366			—			12,253		144,513
Network affiliation agreements	115,340		83,048			—			16,105		214,493
Right-of-use assets for operating leases	19,064		362			—			252		19,678
Other intangible assets	—		—			52,553			—		52,553
Other noncurrent assets	2,015		—			5,252			18		7,285
Total assets acquired	$	800,348	$	671,891		$	97,075		$	111,762	$	1,681,076
Accounts Payable	719		953			725			1		2,398
Accrued liabilities	10,086		8,917			3,973			1,606		24,582
Deferred income tax liability	—		108,132			(471		)	—		107,661
Operating lease liabilities - noncurrent	17,271		233			—			235		17,739
Other noncurrent liabilities	3,155		—			2,700			—		5,855
Total liabilities assumed	$	31,231	$	118,235		$	6,927		$	1,842	$	158,235
Net assets acquired	$	769,117	$	553,656		$	90,148		$	109,920	$	1,522,841

Less: cash acquired	$	—	$	(2,363	)	$	—		$	—	$	(2,363	)
Less: fair value of existing ownership	—		—			(12,995		)	—		(12,995		)
Cash paid for acquisitions	$	769,117	$	551,293		$	77,153		$	109,920	$	1,507,483

The fair value of the assets and liabilities identified in the table above are based on preliminary valuations. As such, our estimates are subject to change as additional information is obtained about the facts and circumstances that existed as of the acquisition dates. The purchase price allocation of each acquisition remains under evaluation as of the end of the third quarter of 2019. The primary areas which are being assessed relate to the fair value of intangible assets and working capital adjustments with some of the respective sellers.

Retransmission agreement intangible assets are amortized over periods of between five and six years while network affiliation agreements are amortized over 15 years. Other intangible assets primarily represent the fair value of distribution agreements held by Justice and Quest which will be amortized over a period of seven years. The weighted average amortization periods for each of the Recent Acquisitions are currently estimated to be: Nexstar Stations (10.8 years), Dispatch Stations (10.8 years), Justice and Quest (6.9 years) and Gray Stations (11.1 years).

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

Our Consolidated Statements of Income for the quarter and nine months ended September 30, 2019 include the results of the Recent Acquisitions since their respective acquisition dates as shown in the table below (in thousands):



	Quarter ended		Nine months ended
	Sept. 30, 2019		Sept. 30, 2019
Revenue	$	45,867	$	65,308
Operating Income	$	5,486	$	7,696

Acquisition-related costs ~~when debt~~incurred in connection with the Recent Acquisitions for the quarter and nine months ended September 30, 2019 were $20.0 million and $29.1 million, respectively, which have been recorded in the Corporate - General and administrative expenses, line item within the Consolidated Statements of Income.

Unaudited Supplemental Pro Forma Financial Information

The following table sets forth certain pro forma financial information for the quarter and nine-months ended September 30, 2019 and 2018 giving effect to the Recent Acquisitions as if they were all completed on January 1, 2018 (in thousands):



	Quarter ended Sept. 30,				Nine months ended Sept. 30,
	2019		2018		2019		2018
Revenue	$	605,908	$	644,893	$	1,841,373	$	1,865,893
Net income	$	42,277	$	97,290	$	185,528	$	234,626

Information for the acquisitions has been presented on a consolidated basis as the information is ~~repaid early. Under~~not material individually for any of the acquisitions. The unaudited historical results have been adjusted for business combination accounting effects, including depreciation and amortization charges from acquired intangible assets, interest on the new ~~guidance these payments will be classified as financing cash outflows (we~~debt and related tax effects. The pro forma results are not necessarily indicative of what our results would have ~~historically classified these types~~been had we completed the acquisitions on January 1, 2018, nor are they reflective of ~~cash payments as operating outflows).~~our expected results of operations for any future periods. For example, revenues and net income amounts below do not include any adjustments for expected synergies.

NOTE 23 – Goodwill and other intangible assets

The following table displays goodwill, indefinite-lived intangible assets, and amortizable intangible assets as of September 30, ~~2017~~2019 and December 31, ~~2016~~2018 (in thousands):



	Sept. 30, 2019					Dec. 31, 2018
	Gross		Accumulated Amortization			Gross		Accumulated Amortization

Goodwill	$	2,874,063	$	—		$	2,596,863	$	—

Indefinite-lived intangibles:
Television and radio station FCC licenses	2,151,764		—			1,384,186		—
Amortizable intangible assets:
Retransmission agreements	266,106		(95,469		)	121,594		(79,274		)
Network affiliation agreements	324,883		(42,928		)	110,390		(30,802		)
Other	81,418		(13,091		)	28,865		(8,882		)
Total indefinite-lived and amortizable intangible assets	$	2,824,171	$	(151,488	)	$	1,645,035	$	(118,958	)

Sept. 30, 2017 Dec. 31, 2016
Gross Accumulated Amortization Gross Accumulated Amortization
(recast) (recast)
Goodwill $ 2,579,417
$ —
$ 2,579,417
$ —
Indefinite-lived intangibles:
Television station FCC licenses 1,191,950
—
1,191,950
—
Amortizable intangible assets:
Retransmission agreements 110,191
(58,586 ) 110,191
(47,280 )
Network affiliation agreements 43,485
(18,139 ) 43,485
(14,445 )
Other 15,763
(5,997 ) 15,763
(4,825 )
Total indefinite-lived and amortizable intangible assets $ 1,361,389
$ (82,722 ) $ 1,361,389
$ (66,550 )

Our retransmission ~~agreements~~consent contracts and network affiliation agreements are amortized on a straight-line basis over their estimated useful lives. Other intangibles primarily include distribution agreements from our Justice & Quest acquisition, customer relationships and favorable lease agreements which are also amortized on a straight-line basis over their useful lives. ~~During~~Increases in goodwill, indefinite-lived and amortizable intangible assets are a result of the ~~second quarter of 2017,~~Recent Acquisitions discussed in Note 2 and are preliminary as we ~~recorded a goodwill impairment charge within discontinued operations related~~continue to ~~our former CareerBuilder reporting unit. See Note 12 for further discussion.~~review underlying assumptions and valuation methodologies utilized to calculate their respective fair values.

NOTE 34 – Investments and other assets

Our investments and other assets consisted of the following as of September 30, ~~2017,~~2019, and December 31, ~~2016~~2018 (in thousands):



	Sept. 30, 2019		Dec. 31, 2018

Cash value life insurance	$	51,714	$	50,452
Equity method investments	12,233		22,960
Other equity investments	27,377		24,497
Deferred debt issuance costs	11,680		9,350
Other long-term assets	42,923		36,206
Total	$	145,927	$	143,465

Sept. 30, 2017 Dec. 31, 2016
(recast)
Cash value life insurance $ 60,873
$ 64,134
Deferred compensation investments 28,593
23,715
Equity method investments 35,599
18,016
Available for sale investment —
16,744
Deferred debt issuance cost 7,008
9,856
Other long term assets 41,146
48,151
Total $ 173,219
$ 180,616

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

Equity method investments:~~Investments over which we have the ability to exercise significant influence but do not control, are accounted for under the~~ We hold several strategic equity method of accounting. Significant influence typically exists when we own between 20% and 50% of the voting interests in a corporation, own more than a minimal investment in a limited liability company, or hold substantial management rights 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 aninvestments. Our largest equity method investment is ~~determined to be other than temporary, a loss equal to the excess~~our ownership in CareerBuilder, of ~~carrying value over fair value 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 chargeswhich we ~~recorded for certain investments. As part of the agreement to sell the majority of CareerBuilder, we retained an investment of~~own approximately 17% (or approximately ~~12%~~10% on a fully-diluted basis) ~~in the entity.~~, which has an investment balance of $9.6 million and $12.4 million as of September 30, 2019 and December 31, 2018, respectively. Our ownership stake provides us with two seats on CareerBuilder’s board of ~~directors and thus~~directors. As a result, we concluded that we have significant influence over CareerBuilder and therefore account for our interest using the ~~entity and have classified~~equity method of accounting.

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

Other equity investments: Represent investments in non-public businesses that do not have readily determinable pricing, and for which we do not have control or do not exert significant influence. These investments are recorded at cost less impairments, if any, plus or minus changes in observable prices for those investments. In the ~~third~~second quarter of ~~2017,~~2019, we recognized a $1.6 million gain due to one of these investments having an observable price increase. This gain was recorded ~~$0.5 million~~in the Other non-operating items, net line item in our Consolidated Statements of ~~equity earnings from our CareerBuilder investment.~~

~~On October 18, 2017, we closed~~Income. NaN other gains or losses were recorded on these investments in the ~~sale~~first nine months of ~~our equity investment in Livestream, a business specializing in live video streaming. Our share of the sale proceeds was $21.4 million.~~

~~Available for sale investment: Our investment in Gannett Co., Inc., common stock, was sold in its entirety~~2019, nor were there any gains or losses recorded during the ~~third quarter of 2017. Proceeds from the sale were $14.6 million and for the three months and~~ nine months ended September 30, ~~2017 we recorded losses of $0.4 million and $3.9 million, respectively. These losses are reflected in the Other non-operating items, in the accompanying Consolidated Statements of Income.~~

~~Other long term assets~~: During the second quarter of 2017, we recognized a $5.8 million loss associated with a write-off of a note receivable from one of our equity method investments. This loss is reflected in Other non-operating items, in the accompanying Consolidated Statements of Income. The loss was a result of a decision made during the second quarter of 2017 by the investee’s board of directors to discontinue the business, and the investee not having sufficient funds to repay the full note at that time.

~~Cost method investments: The carrying value of cost method investments was $15.3 million as of September 30, 2017 and $14.8 million as of December 31, 2016, and is included within other long term assets in the table above.~~2018.

~~NOTE 4 – Income taxes~~

The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was approximately $9.7 million as of September 30, 2017, and $10.8 million as of December 31, 2016. The amount of accrued interest and penalties payable related to unrecognized tax benefits was $1.2 million as of September 30, 2017, and $1.5 million as of December 31, 2016.

It is reasonably possible that the amount of unrecognized benefits 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 gross unrecognized tax positions may be reduced by up to approximately $3.5 million within the next 12 months primarily due to lapses of statutes of limitations and settlement of ongoing audits in various jurisdictions.

NOTE 5 – Long-term debt

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



	Sept. 30, 2019			Dec. 31, 2018

Unsecured floating rate term loan due quarterly through June 2020¹	$	30,000		$	60,000
Unsecured floating rate term loan due quarterly through September 2020¹	120,000			165,000
Unsecured notes bearing fixed rate interest at 5.125% due October 2019¹	320,000			320,000
Unsecured notes bearing fixed rate interest at 5.125% due July 2020¹	600,000			600,000
Unsecured notes bearing fixed rate interest at 4.875% due September 2021	350,000			350,000
Unsecured notes bearing fixed rate interest at 6.375% due October 2023	650,000			650,000
Borrowings under revolving credit agreement expiring August 2024	273,000			50,000
Unsecured notes bearing fixed rate interest at 5.50% due September 2024	325,000			325,000
Unsecured notes bearing fixed rate interest at 7.75% due June 2027	200,000			200,000
Unsecured notes bearing fixed rate interest at 7.25% due September 2027	240,000			240,000
Unsecured notes bearing fixed rate interest at 5.00% due September 2029	1,100,000			—
Total principal long-term debt	4,208,000			2,960,000
Debt issuance costs	(29,204		)	(15,458		)
Unamortized premiums and discounts, net	2,142			(76		)
Total long-term debt	$	4,180,938		$	2,944,466

¹We have the intent and ability to refinance the principal payments due within the next 12 months on a long-term basis through our revolving credit facility. As such, all debt presented in the table above is classified as long-term on our September 30, 2019 Condensed Consolidated Balance Sheet.

Sept. 30, 2017 Dec. 31, 2016

Unsecured floating rate term loan due quarterly through August 2018 $ 28,400
$ 52,100
VIE unsecured floating rate term loans due quarterly through December 2018 808
1,292
Unsecured floating rate term loan due quarterly through June 2020 110,000
140,000
Unsecured floating rate term loan due quarterly through September 2020 240,000
285,000
Borrowings under revolving credit agreement expiring June 2020 —
635,000
Unsecured notes bearing fixed rate interest at 5.125% due October 2019 600,000
600,000
Unsecured notes bearing fixed rate interest at 5.125% due July 2020 600,000
600,000
Unsecured notes bearing fixed rate interest at 4.875% due September 2021 350,000
350,000
Unsecured notes bearing fixed rate interest at 6.375% due October 2023 650,000
650,000
Unsecured notes bearing fixed rate interest at 5.50% due September 2024 325,000
325,000
Unsecured notes bearing fixed rate interest at 7.75% due June 2027 200,000
200,000
Unsecured notes bearing fixed rate interest at 7.25% due September 2027 240,000
240,000
Total principal long-term debt 3,344,208
4,078,392
Debt issuance costs (23,462 ) (27,615 )
Other (fair market value adjustments and discounts) (4,934 ) (7,382 )
Total long-term debt 3,315,812
4,043,395
Less current portion of long-term debt maturities 280,646
646
Long-term debt, net of current portion $ 3,035,166
$ 4,042,749

In connection with and prior to the completion of the spin-off, Cars.com borrowed an aggregate principal amount of approximately $675.0 million under a revolving credit facility agreement. The proceeds were used to make a tax-free distribution of $650.0 million from Cars.com to TEGNA. In the second quarter of 2017, TEGNA used $609.9 million of the tax-free distribution proceeds to fully pay down our then-outstanding revolving credit agreement borrowings plus accrued interest. As of September 30, 2017, we had an unused borrowing capacity of $1.5 billion under our revolving credit facility.

As a result of the sale of our majority ownership stake in CareerBuilder we received cash proceeds of $198.3 million, net of cash transferred of $36.6 million. Additionally, during the third quarter of 2017 and prior to the closing of the sale, CareerBuilder issued a final cash dividend to its selling shareholders, of which $25.8 million was retained by TEGNA.

On October 16, 2017, we used the net proceeds from the CareerBuilder sale, as well as the remaining cash distribution from Cars.com and other cash on hand to retire $280.0 million of principal of our unsecured notes due in October 2019 on an accelerated basis. This principal amount was classified as current debt at the end of the third quarter of 2017 due to our intention to retire it in October 2017.

On August ~~1, 2017,~~15, 2019, we ~~amended~~entered into an amendment of our Amended and Restated Competitive Advance and Revolving Credit Agreement. Under the amended terms, the $1.51 billion of revolving credit commitments and letter of credit commitments

have been extended until August 15, 2024. The amendment also increased our ~~maximum~~permitted total leverage ratio ~~will remain at 5.0x through June 30, 2018, after~~as follows:



Period	Leverage Ratio
July 1, 2019 - September 30, 2020	5.50 to 1.00
October 1, 2020 - March 31, 2021	5.25 to 1.00
April 1, 2021 - September 30, 2021	5.00 to 1.00
October 1, 2021 - September 30, 2022	4.75 to 1.00
October 1, 2022 and thereafter	4.50 to 1.00

The amendment also increases the amount of unrestricted cash that we are allowed to offset debt by in our leverage ratio calculation to $500.0 million.

On September 13, 2019, we completed a private placement offering of $1.1 billion aggregate principal amount of unsecured notes bearing an interest rate of 5.00% which ~~as amended, it will be reduced~~are due in September 2029. The net proceeds were used to ~~4.75x through June 2019 and then to 4.5x until~~finance the ~~expiration date~~acquisition of the Nexstar Stations and to pay down borrowing under the revolving credit ~~agreement~~agreement.

As of September 30, 2019, we had unused borrowing capacity of $1.22 billion under our revolving credit facility.

On October 15, 2019 we repaid the remaining $320.0 million of our unsecured notes bearing fixed rate interest at 5.125% which had become due. Additionally, on ~~June 29,~~October 18, 2019 we repaid $290.0 million of our $600.0 million unsecured notes bearing fixed interest at 5.125% which are due in July 2020. Both repayments were made by utilizing our revolving credit facility, which had an unused borrowing capacity of $618.2 million following these repayments.

NOTE 6 – Retirement plans

Our principal defined benefit pension plan is the TEGNA Retirement Plan (TRP). The disclosure table below includes the pension expenses of the TRP and the TEGNA Supplemental Retirement Plan (SERP). The total net pension obligations, including both current and non-current liabilities, as of September 30, ~~2017,~~2019, were ~~$199.0~~$136.4 million, ~~($31.0~~of which $7.9 million is recorded as a current obligation within accrued liabilities on the Condensed Consolidated Balance ~~Sheet).~~Sheet.

~~Our pension~~Pension costs, which primarily include costs for the qualified TRP ~~plan~~ and the ~~nonqualified~~non-qualified SERP, ~~plan,~~ are presented in the following table (in thousands):



	Quarter ended Sept. 30,						Nine months ended Sept. 30,
	2019			2018			2019			2018

Service cost-benefits earned during the period	$	2		$	3		$	6		$	9
Interest cost on benefit obligation	5,761			5,721			17,284			15,945
Expected return on plan assets	(6,580		)	(8,218		)	(19,740		)	(23,148		)
Amortization of prior service cost	23			42			68			126
Amortization of actuarial loss	1,521			1,271			4,562			3,814
Pension payment timing related charge	—			1,198			686			7,498
Expense for company-sponsored retirement plans	$	727		$	17		$	2,866		$	4,244

Quarter ended Sept. 30, Nine months ended Sept. 30,
2017 2016 2017 2016

Service cost-benefits earned during the period $ 218
$ 204
$ 654
$ 612
Interest cost on benefit obligation 5,990
6,449
17,971
19,636
Expected return on plan assets (6,580 ) (6,691 ) (19,741 ) (20,073 )
Amortization of prior service cost 159
165
476
505
Amortization of actuarial loss 2,081
1,846
6,242
5,740
Expense for company-sponsored retirement plans $ 1,868
$ 1,973
$ 5,602
$ 6,420

~~The~~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 ~~our~~ pension expense is recorded within the operating expense line items Cost of revenue, Business units - Selling, general and administrative, and Corporate - General and administrative within the Consolidated Statements of Income.expense. All other components of ~~the~~our pension expense presented above are included within the Other non-operating items, net line item of the Consolidated Statements of Income.

During the nine months ended September 30, ~~2017~~2019 and 2018, we made ~~$10.9~~cash contributions of $2.4 million ~~in cash contributions~~and $11.1 million to the TRP and plan to make additional contributions of $1.7 million to the TRP during the fourth quarter of 2017. We did not make any contributions to the TRP in 2016. During the nine months ended September 30, 2017 and 2016, we made benefit payments to participants of the SERP of ~~$7.2~~$6.0 million and ~~$4.2~~$32.9 million, respectively. Based on actuarial projections, we expect to make additional cash payments of $3.6 million in fourth quarter of 2019 on account of these benefit plans (comprised of payments of $1.5 million to the TRP and $2.1 million SERP participants).

We incurred pension payment timing related charges of $0.7 million and $7.5 million in the first nine months of 2019 and 2018, respectively, as a result of lump sum SERP payments made to certain former employees. These charges were reclassified from accumulated other comprehensive loss into net periodic benefit cost.

NOTE 7 – ~~Supplemental equity~~Leases

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

Our portfolio of leases primarily consists of leases for the use of corporate offices, station facilities, equipment and for antenna/transmitter sites. Our lease portfolio consists entirely of operating leases, with most of our leases having remaining terms ranging 1 to 15 years. Operating lease balances are included in our right-of-use assets for operating leases, other accrued liabilities and operating lease liabilities on our Condensed 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. As our lease agreements do not include an implicit interest rate, we use our incremental borrowing rate in determining the present value of future payments, which is determined using our credit rating and information available as of the lease commencement date.

The operating lease right-of-use assets as of the lease commencement date are calculated based on the amount of the operating lease liability, less any lease incentives. 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 ~~summarizes equity account activity~~presents lease related assets and liabilities on the Condensed Consolidated Balance Sheet as of September 30, 2019 (in thousands):



Assets
Right-of-use assets for operating leases	$	90,406

Liabilities
Operating lease liabilities (current)¹	9,174
Operating lease liabilities (non-current)	101,348
Total operating lease liabilities	$	110,522

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

As of September 30, 2019, the weighted-average remaining lease term for our lease portfolio was 10.5 years and the weighted average discount rate used to calculate the present value of our lease liabilities was 5.4%.

For the nine months ended September 30, ~~2017~~2019 and ~~2016~~2018, we recognized lease expense of $9.6 million and $13.7 million, respectively. Lease expense for the three months ended September 30, 2019 and 2018 were $3.3 million and $4.9 million, respectively. In addition, we made cash payments for operating leases of $2.5 million and $7.6 million during the three and nine months ended September 30, 2019, respectively, which are included in cash flows from operating activities on Statement of Cash Flows.

The table below reconciles future lease payments for each of the next five years and remaining years thereafter, in aggregate, to the lease liabilities recorded on the Condensed Consolidated Balance Sheet as of September 30, 2019 (in thousands):



Future Period	Cash Payments

Remaining in 2019	$	3,424
2020	15,194
2021	16,570
2022	15,575
2023	14,411
Thereafter	88,759
Total lease payments	153,933
Less: amount of lease payments representing interest	43,411
Present value of lease liabilities	$	110,522

As of December 31, 2018, operating lease commitments under lessee arrangements were $10.4 million, $9.9 million, $11.7 million, $10.9 million, and $10.3 million for the years 2019 through 2023, respectively, and $73.9 million thereafter.

TEGNA Inc. Shareholders’ Equity Noncontrolling Interests Total Equity

Balance at Dec. 31, 2016 $ 2,271,418
$ 281,587
$ 2,553,005
Comprehensive income:
Net loss (29,881 ) (58,698 ) (88,579 )
Redeemable noncontrolling interests (income not available to shareholders) —
(2,797 ) (2,797 )
Other comprehensive income 34,241
5,819
40,060
Total comprehensive income (loss) 4,360
(55,676 ) (51,316 )
Dividends declared (60,121 ) —
(60,121 )
Stock-based compensation 14,189
—
14,189
Treasury shares acquired (8,453 ) —
(8,453 )
Spin-off of Cars.com (1,510,851 ) —
(1,510,851 )
Deconsolidation of CareerBuilder —
(225,911 ) (225,911 )
Other activity, including shares withheld for employee taxes (4,667 ) —
(4,667 )
Balance at Sept. 30, 2017 $ 705,875
$ —
$ 705,875

Balance at Dec. 31, 2015 $ 2,191,971
$ 264,773
$ 2,456,744
Comprehensive income:
Net income 303,578
40,178
343,756
Redeemable noncontrolling interests (income not available to shareholders) —
(3,628 ) (3,628 )
Other comprehensive (loss) (8,497 ) (3,737 ) (12,234 )
Total comprehensive income 295,081
32,813
327,894
Dividends declared (90,755 ) —
(90,755 )
Stock-based compensation 13,216
—
13,216
Treasury shares acquired (150,917 ) —
(150,917 )
Spin-off of Publishing businesses (39,456 ) —
(39,456 )
Other activity, including shares withheld for employee taxes (17,645 ) (2,923 ) (20,568 )
Balance at Sept. 30, 2016 $ 2,201,495
$ 294,663
$ 2,496,158

NOTE 8 – Accumulated other comprehensive loss

The following table summarizes the components of, and the changes in, Accumulated Other Comprehensive Loss (AOCL), net of tax ~~and noncontrolling interests~~ (in thousands):

Retirement Plans Foreign Currency Translation (1) Other Total

Quarters Ended:
Balance at June 30, 2017 $ (124,632 ) $ (23,608 ) $ 2,364
$ (145,876 )
Other comprehensive income before reclassifications —
1,428
—
1,428
Amounts reclassified from AOCL 1,351
22,024
—
23,375
Other comprehensive income 1,351
23,452
—
24,803
Balance at Sept. 30, 2017 $ (123,281 ) $ (156 ) $ 2,364
$ (121,073 )

Balance at June 30, 2016 $ (113,854 ) $ (23,282 ) $ 1,400
$ (135,736 )
Other comprehensive loss before reclassifications —
(1,043 ) (3,743 ) (4,786 )
Amounts reclassified from AOCL 1,075
—
—
1,075
Other comprehensive income (loss) 1,075
(1,043 ) (3,743 ) (3,711 )
Balance at Sept. 30, 2016 $ (112,779 ) $ (24,325 ) $ (2,343 ) $ (139,447 )

Retirement Plans Foreign Currency Translation (1) Other Total

Nine Months Ended:
Balance at Dec. 31, 2016 $ (127,341 ) $ (28,560 ) $ (5,672 ) $ (161,573 )
Other comprehensive income (loss) before reclassifications —
6,380
(1,707 ) 4,673
Amounts reclassified from AOCL 4,060
22,024
9,743
35,827
Other comprehensive income 4,060
28,404
8,036
40,500
Balance at Sept. 30, 2017 $ (123,281 ) $ (156 ) $ 2,364
$ (121,073 )

Balance at Dec. 31, 2015 $ (116,496 ) $ (20,129 ) $ 5,674
$ (130,951 )
Other comprehensive loss before reclassifications —
(4,196 ) (8,017 ) (12,213 )
Amounts reclassified from AOCL 3,717
—
—
3,717
Other comprehensive income (loss) 3,717
(4,196 ) (8,017 ) (8,496 )
Balance at Sept. 30, 2016 $ (112,779 ) $ (24,325 ) $ (2,343 ) $ (139,447 )

(1) Our entire foreign currency translation adjustment is related to our CareerBuilder investment. As a result of deconsolidating the investment due to the sale of our majority ownership, we reclassified the translation adjustment from AOCL to the Consolidated Statement of Income as of the date of sale, July 31, 2017. Due to the noncontrolling stake that we retained in CareerBuilder, we will continue to record our ownership share of foreign currently translation adjustments through our equity method investment.



	Retirement Plans			Foreign Currency Translation			Total
Quarters Ended:
Balance at June 30, 2019	$	(134,233	)	$	39		$	(134,194	)
Other comprehensive income before reclassifications	—			(238		)	(238		)
Amounts reclassified from AOCL	1,073			—			1,073
Total other comprehensive income	1,073			(238		)	835
Balance at Sept. 30, 2019	$	(133,160	)	$	(199	)	$	(133,359	)

Balance at June 30, 2018	$	(125,288	)	$	547		$	(124,741	)
Other comprehensive income before reclassifications	—			(23		)	(23		)
Amounts reclassified from AOCL	1,851			—			1,851
Total other comprehensive income	1,851			(23		)	1,828
Balance at Sept. 30, 2018	$	(123,437	)	$	524		$	(122,913	)

	Retirement Plans			Foreign Currency Translation			Total
Nine Months Ended:
Balance at Dec. 31, 2018	$	(136,893	)	$	382		$	(136,511	)
Other comprehensive income before reclassifications	—			(581		)	(581		)
Amounts reclassified from AOCL	3,733			—			3,733
Total other comprehensive income	3,733			(581		)	3,152
Balance at Sept. 30, 2019	$	(133,160	)	$	(199	)	$	(133,359	)

Balance at Dec. 31, 2017	$	(107,037	)	$	114		$	(106,923	)
Other comprehensive income before reclassifications	—			410			410
Amounts reclassified from AOCL	8,445			—			8,445
Other comprehensive income	8,445			410			8,855
Reclassification of stranded tax effects to retained earnings	(24,845		)	—			(24,845		)
Balance at Sept. 30, 2018	$	(123,437	)	$	524		$	(122,913	)

Reclassifications from AOCL to the ~~Statement~~Consolidated Statements of Income are comprised of pension and other post-retirement ~~components and a loss on our available for sale investment.~~components. Pension and other post retirement reclassifications are related to the amortization of prior service costs, ~~and~~ amortization of actuarial losses. The loss on our available for sale investments represents an other than temporary impairment (OTTI) recognized on our investment in shares of common stock of Gannett Co., Inc. in the second quarter of 2017. The OTTI loss represents the amount of loss previously recorded to AOCL which was recognized as a non-operating expense on the Consolidated Statement of Income due to the fact that we did not expect the investment to fully recover the losses, ~~prior~~and pension payment timing related charges related to our ~~sale of it. We sold the entirety of our investment in Gannett Co., Inc. common stock in the third quarter of 2017.~~SERP plan. Amounts reclassified out of AOCL are summarized below (in thousands):



	Quarter ended Sept. 30,						Nine months ended Sept. 30,
	2019			2018			2019			2018

Amortization of prior service credit, net	$	(120	)	$	(101	)	$	(360	)	$	(302	)
Amortization of actuarial loss	1,551			1,376			4,653			4,129
Pension payment timing related charges	—			1,198			686			7,498
Total reclassifications, before tax	1,431			2,473			4,979			11,325
Income tax effect	(358		)	(622		)	(1,246		)	(2,880		)
Total reclassifications, net of tax	$	1,073		$	1,851		$	3,733		$	8,445

Quarter ended
Sept. 30, Nine months ended
Sept. 30,
2017 2016 2017 2016

Amortization of prior service (credit) cost $ 16
$ (22 ) $ 48
$ 108
Amortization of actuarial loss 2,185
1,785
6,555
5,977
Reclassification of CareerBuilder foreign currency translation 22,024
—
22,024
—
Reclassification of available for sale investment —
—
9,743
—
Total reclassifications, before tax 24,225
1,763
38,370
6,085
Income tax effect (850 ) (688 ) (2,543 ) (2,368 )
Total reclassifications, net of tax $ 23,375
$ 1,075
$ 35,827
$ 3,717

NOTE 89 – Earnings per share

Our earnings per share (basic and diluted) are presented below (in thousands, ~~of dollars,~~ except per share amounts):



	Quarter ended Sept. 30,				Nine months ended Sept. 30,
	2019		2018		2019		2018

Net income from continuing operations	$	48,346	$	92,826	$	202,280	$	240,525
Income from discontinued operations, net of tax	—		4,325		—		4,325
Net income	$	48,346	$	97,151	$	202,280	$	244,850

Weighted average number of common shares outstanding - basic	217,315		216,015		217,040		216,210
Effect of dilutive securities:
Restricted stock units	607		167		420		116
Performance share units	364		—		312		72
Stock options	24		166		36		219
Weighted average number of common shares outstanding - diluted	218,310		216,348		217,808		216,617

Earnings from continuing operations per share - basic	$	0.22	$	0.43	$	0.93	$	1.11
Earnings from discontinued operations per share - basic	—		0.02		—		0.02
Net income per share - basic	$	0.22	$	0.45	$	0.93	$	1.13

Earnings from continuing operations per share - diluted	$	0.22	$	0.43	$	0.93	$	1.11
Earnings from discontinued operations per share - diluted	—		0.02		—		0.02
Net income per share - diluted	$	0.22	$	0.45	$	0.93	$	1.13

Quarter ended
Sept. 30,
Nine months ended Sept. 30,
2017 2016 2017 2016

Net income from continuing operations $ 50,754
$ 76,737
$ 144,682
$ 211,615
(Loss) income from discontinued operations, net of tax (10,803 ) 56,698
(233,261 ) 132,141
Net loss (income) attributable to noncontrolling interests from discontinued operations 2,806
(14,752 ) 58,698
(40,178 )
Net income (loss) attributable to TEGNA Inc. $ 42,757
$ 118,683
$ (29,881 ) $ 303,578

Weighted average number of common shares outstanding - basic 215,863
214,813
215,558
216,865
Effect of dilutive securities:

Restricted stock units 828
1,630
880
1,662
Performance share units 721
775
674
1,049
Stock options 683
881
715
935
Weighted average number of common shares outstanding - diluted 218,095
218,099
217,827
220,511

Earnings from continuing operations per share - basic $ 0.24
$ 0.36
$ 0.67
$ 0.98
(Loss) earnings from discontinued operations per share - basic (0.04 ) 0.19
(0.81 ) 0.42
Net income (loss) per share - basic $ 0.20
$ 0.55
$ (0.14 ) $ 1.40

Earnings from continuing operations per share - diluted $ 0.23
$ 0.35
$ 0.66
$ 0.96
(Loss) earnings from discontinued operations per share - diluted (0.04 ) 0.19
(0.80 ) 0.42
Net income (loss) per share - diluted $ 0.19
$ 0.54
$ (0.14 ) $ 1.38

Our calculation of diluted earnings per share includes the impact of the assumed vesting of outstanding restricted stock units, performance share units, and the exercise of outstanding stock options based on the treasury stock method when dilutive. The diluted earnings per share amounts exclude the effects of approximately ~~96,000~~12,000 and ~~142,000~~28,000 stock awards for the three and nine months ended September 30, ~~2017, respectively;~~2019, respectively, and ~~192,000~~189,000 and ~~292,000~~235,000 for the three and nine months ended September 30, ~~2016,~~2018, respectively, as their inclusion would be accretive to earnings per share.

NOTE 910 – Fair value measurement

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

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

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

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

The following table summarizes our assets and liabilities measured at fair value in the accompanying Condensed Consolidated Balance Sheets as of September 30, 2017, and December 31, 2016 (in thousands):

Fair Value Measurements as of Sept. 30, 2017
Level 1 Level 2 Level 3 Total

Available for sale investment —
—
—
—
Total $ —
$ —
$ —
$ —

Deferred compensation investments valued using net asset value as a practical expedient:
Interest in registered investment companies $ 14,921
Fixed income fund 13,672
Total investments at fair value $ 28,593

Fair Value Measurements as of Dec. 31, 2016 (recast)
Level 1 Level 2 Level 3 Total

Available for sale investment 16,744
—
—
16,744
Total $ 16,744
$ —
$ —
$ 16,744

Deferred compensation investments valued using net asset value as a practical expedient:
Interest in registered investment companies $ 10,140
Fixed income fund 13,575
Total investments at fair value $ 40,459

~~Available for sale investment: Our investment previously consisted of shares of common stock of Gannett Co., Inc., which had been classified as a Level 1 asset as the shares are listed on the New York Stock Exchange. During~~In the second quarter of ~~2017~~2019, we ~~recorded~~recognized a $1.6 million gain on one of our investments due to an ~~OTTI loss~~observable price increase, which represents a Level 2 input (see Note 4 for further discussion). This gain was recorded in the Other non-operating items, net line item in our Consolidated Statements of Income. NaN other gains or losses were recorded on our investments due to observable price changes in 2019, or during the nine months ended September 30, 2018.

Prior to the closing of our acquisition in the multicast networks Justice Network and Quest we held an approximately 15% ownership interest. Upon completion of the step acquisition, we recognized a gain of $7.3 million in Other non-operating items, net within the Consolidated Statement of Income, ~~and~~for the remeasurement of our previously held ownership interest to fair value, which was $8.0 million. The fair value was determined using an income approach which was based on significant inputs not observable in the ~~third quarter of 2017 we sold the investment in its entirety.~~market, and thus represented a Level 3 fair value measurement.

~~Interest in registered investment companies~~: These investments include one fund which invests in intermediate-term investment grade bonds and a fund which invests in equities listed predominantly on European and Asian exchanges. Funds are valued using the net asset values as quoted through publicly available pricing sources and investments are redeemable on request.

~~Fixed income fund investment: Valued using the net asset value provided monthly by the fund company and shares are generally redeemable on request. There are no unfunded commitments to these investments as of September 30, 2017.~~

~~In addition to the financial instruments listed in the table above, we~~We additionally hold other financial instruments, including cash and cash equivalents, receivables, accounts payable and debt. The carrying amounts for cash and cash equivalents, receivables and accounts payable approximated their fair values. The

fair value of our total debt, based on the bid and ask quotes for the related debt (Level 2), totaled ~~$3.49~~$4.32 billion at September 30, ~~2017,~~2019, and ~~$4.19~~$2.96 billion at December 31, ~~2016.~~2018.

The sale of the majority of our ownership in CareerBuilder resulted in a $342.9 million pre-tax loss recorded within discontinued operations (see Note 12). The loss includes a goodwill impairment charge of $332.9 million. The valuation used in

~~the Step 1 goodwill impairment test was based on the enterprise value determined in the purchase agreement (which represents a Level 3 input in the fair value hierarchy).~~

During the third quarter of 2017, a few of our television stations were impacted by hurricanes Harvey and Irma. In particular, Hurricane Harvey caused major damage to our Houston television station (KHOU), and as a result, we recognized $10.2 million in non-cash charges, writing off destroyed equipment and recording an impairment to the value of the building (fair value of the building was determined using a market based valuation). In addition, we incurred $8.4 million in cash expenses related to repairing the studio and office and providing for additional staffing and operational needs to keep the station operating during and immediately following these weather emergencies. Partially offsetting these expenses, we received initial insurance proceeds of $11.0 million ($5.0 million was received as of September 30, 2017 and $6.0 million was received in October 2017). The net expense impact from the hurricane of $7.6 million has been recorded in asset impairment and facility consolidation charges on our Consolidated Statements of Income.

~~We also recorded a non-cash impairment charge of $5.8 million in the second quarter of 2017 associated with the write-off of a note receivable from one of our equity method investments (see Note 3).~~

~~NOTE 10 – Business segment information~~

Our reportable segment determination is based on our management and internal reporting structure, the nature of products and services offered by the segments, and the financial information that is evaluated regularly by our chief operating decision maker.

Immediately following the spin-off of Cars.com and the sale of our majority stake in CareerBuilder, we began classifying our operations as one operating and reportable segment, Media, which consists of our 46 television stations operating in 38 markets, offering high-quality television programming and digital content. Also now included in the Media Segment is our DMS business which was previously reported in our Digital Segment.

As a result of classifying the former Digital Segment’s historical financial results as discontinued operations there is no remaining activity in 2017 as shown in the tables below. The 2016 activity shown below for our Digital Segment relates to our former Cofactor business which did not meet the criteria for discontinued operation reporting when the business was sold in December 2016. The historical periods below have also been updated to restate the historical results of our DMS business within our Media business.

~~Segment operating results are summarized as follows (in thousands):~~

Quarter ended Sept. 30, Nine months ended Sept. 30,
2017 2016 2017 2016
(recast) (recast)
Revenues:
Media $ 464,264
$ 517,021
$ 1,412,703
$ 1,449,202
Digital —
2,596
—
8,031
Total $ 464,264
$ 519,617
$ 1,412,703
$ 1,457,233

Operating Income (net of depreciation, amortization, asset impairment and facility consolidation charges):
Media ^(a)
$ 130,338
$ 219,766
$ 433,629
$ 568,163
Digital —
(17,832 ) —
(23,300 )
Corporate ^(a)
(13,477 ) (16,083 ) (43,577 ) (46,974 )
Total $ 116,861
$ 185,851
$ 390,052
$ 497,889

Depreciation, amortization, asset impairment and facility consolidation charges:
Media $ 27,538
$ 18,583
$ 67,864
$ 59,735
Digital —
15,565
—
16,297
Corporate 596
57
1,115
3,109
Total $ 28,134
$ 34,205
$ 68,979
$ 79,141

(a) In the first quarter of 2017, we adopted new accounting guidance that changed the classification of certain components of net periodic pension and other post-retirement benefit expense (post-retirement benefit expense). The service cost component of the post-retirement benefit expense will continue to be presented as an operating expense while all other components of post-retirement benefit expense will be presented as non-operating expense. The prior year period was adjusted to reflect the effects of applying the new guidance. This resulted in an increase to operating income in third quarter of 2017 and 2016 of $1.7 million and $1.8 million and for the nine months ended September 30, 2017 and 2016 of $4.9 million and $5.8 million, respectively. Net income, earnings per share, and retained earnings were not impacted by the new standard.

NOTE 11 – Supplemental cash flow information

The following table provides a reconciliation of cash and cash equivalents, as reported on our Condensed Consolidated Balance Sheets, to cash, cash equivalents, and restricted cash, as reported on our Condensed Consolidated Statement of Cash Flows (in thousands):



	Sept. 30, 2019		Dec. 31, 2018		Sept. 30, 2018		Dec. 31, 2017
Cash and cash equivalents	$	9,194	$	135,862	$	23,766	$	98,801
Restricted cash equivalents included in:
Prepaid expenses and other current assets	—		—		—		29,240
Cash, cash equivalents and restricted cash	$	9,194	$	135,862	$	23,766	$	128,041

Our restricted cash equivalents consisted of highly liquid investments that were held within a rabbi trust and were used to pay our deferred compensation and SERP obligations.

The following table provides additional information about cash flows related to income taxes and interest (in thousands):



	Nine months ended Sept. 30,
	2019		2018
Supplemental cash flow information:
Cash paid for income taxes, net of refunds	$	73,457	$	51,325
Cash paid for interest	$	117,913	$	121,616

The timing of tax payments reflects the federal income tax payment due dates (no payments made in the first quarter; two payments made in the second quarter; and one payment will be made in each of the third and fourth quarter). The 2019 amount is primarily comprised of net tax payments of $17.7 million made during third quarter and $56.2 million of net payments made in the second quarter. In 2018, we made net tax payments of $14.3 million during third quarter and $39.8 million of net payments in the second quarter.

NOTE 12 – Other matters

Commitments, contingencies and other matters

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. On November 13 and December 13, 2018, DOJ and 7 broadcasters settled a DOJ complaint alleging the exchange of competitively sensitive information in the broadcast television industry. On June 17, 2019, we and 4 other broadcasters entered into a substantially identical agreement with DOJ. 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 TV provided by the defendants. The Advertising Cases assert antitrust and other claims and seek monetary damages, attorneys’ fees, costs and interest, as well as injunctions against the allegedly wrongful conduct.

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

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

~~Voluntary Retirement Program~~

During the first quarter of 2016, we initiated a Voluntary Retirement Program (VRP) at our Media Segment. Under the VRP, Media employees meeting certain eligibility requirements were offered buyout payments in exchange for voluntarily retiring. Eligible non-union employees had until April 7, 2016, to retire under the plan. In 2016, based on acceptances received, we recorded $16.0 million of severance expense. Upon separation, employees accepting the VRP received salary continuation payments primarily based on years of service, the majority of which occurred evenly over the 12-month period following separation date. As of September 30, 2017, we had less than $0.4 million of VRP buyout obligation remaining.

FCC Broadcast Spectrum Program

~~Congress authorized~~In April 2017, the ~~Federal Communications Commission (FCC) to conduct~~FCC announced the completion of a voluntary incentive auction to reallocate certain spectrum currently occupied by television broadcast stations to mobile wireless broadband services, along with a related “repacking” of the television spectrum for remaining television stations. The FCC has notified us that 17 (which includes four of our recently acquired stations) of our existing stations will be repacked to new channels.

Based on our transition planning to date, we do not expect the repacking ~~requires that certain~~to have any material effect on the geographic areas or populations served by our repacked full-power stations’ over-the-air signals. If the repacking did have such an effect, our television stations ~~move to different~~moving channels ~~and some stations will~~could have smaller service areas and/or experience additional interference. Congress announced the results of the auction, including a list of the stations to be repacked, in April 2017. None of our stations will relinquish any spectrum rights as a result of the auction, and accordingly we will not receive any incentive auction proceeds. The FCC has, however, notified us that 13 of our stations will be repacked to new channels. The repacking process is scheduled to occur over a 39-month period, divided into ten phases. Our stations have been assigned to phases two through nine, and a majority of our capital expenditures in connection with the repack will occur in 2018 and 2019.

~~We are eligible to seek reimbursement for costs associated with implementing changes to our facilities required by the repack.~~ 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. ~~The FCC has reported that the aggregate cost estimated by repacked stations to complete the repack will be almost $1.9 billion. In October 2017, the FCC announced that it had made~~Subsequent legislation enacted on March 23, 2018, appropriated an ~~approximately~~additional $1 billion ~~allocation from~~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 ~~allow those~~assist affected low power television stations, television translator stations, and FM radio stations, as well as for consumer education efforts.

The repacking process is scheduled to ~~begin~~occur over a 39-month period, divided into 10 phases, ending mid-year 2020. Our full power stations have been assigned to ~~be reimbursed for expenses incurred~~phases two through nine, and a majority of our remaining capital expenditures in connection with the ~~construction~~repack will occur in 2019. To date, we have incurred approximately $27.8 million in capital expenditures for the spectrum repack project (of which $10.2 million was paid during the first nine months of ~~facilities~~2019). We have received FCC reimbursements of approximately $21.4 million through September 30, 2019. The reimbursements were recorded as a contra operating expense within our Spectrum repacking reimbursements and other line item on ~~reassigned channels. This allocation represents~~our Consolidated Statement of Income and reported as an investing inflow on the Consolidated Statement of Cash Flows.

Each repacked full power commercial television station, including each of our 17 repacked stations, has been allocated a reimbursement amount equal to approximately ~~52%~~92.5% of the ~~total~~station’s estimated ~~demand for repack funds.~~repacking costs, as verified by the FCC’s fund administrator. Although we expect the FCC to make additional allocations from the fund, it is not ~~clear at this time whether~~guaranteed that the FCC ~~ultimately~~ will ~~receive from Congress the additional funds~~approve all reimbursement requests necessary to completely reimburse each repacked station for all amounts incurred in connection with the repack. ~~Beyond~~

Related Party Transactions

We have an equity and debt investment in MadHive, Inc. (MadHive) which is a related party of TEGNA. In addition to our investment, we also have a commercial agreement with MadHive where they support our Premion business in acquiring and delivering over-the-top ad impressions. In the ~~potential for not being reimbursed for all amounts~~third quarter and first nine months of 2019, we ~~incur, it is still too early to predict the ultimate impact~~incurred expenses of $5.8 million and $21.6 million, respectively, as a result of the ~~incentive auction and repacking upon our business.~~

~~As noted above, while we did not sell any of our spectrum in the auction, we did enter into a channel share~~commercial agreement with ~~another broadcaster that sold spectrum~~MadHive. In the third quarter and first nine months of 2018, we incurred $1.6 million of expenses under the commercial agreement. As of September 30, 2019 and December 31, 2018 we had accounts payable and accrued liabilities associated with the commercial agreement of $2.8 million and $1.6 million, respectively.

Reduction in Force Programs

In 2018, we initiated reduction in force programs at our corporate headquarters and our Digital Marketing Services (DMS) business unit, which resulted in a total severance charge of $7.3 million which was recorded within the ~~auction. Pursuant to~~Cost of Revenues, Business Units - Selling and Administrative, and Corporate - General and Administrative Costs within the ~~terms~~Consolidated Statement of ~~our channel share agreement we received $32.6 million~~Income in ~~cash proceeds during~~ the third quarter of ~~2017. These proceeds~~2018. The corporate headquarters reductions were ~~deferred and will be amortized on a straight-line basis as other revenue over a 20 year period. The $32.6 million cash proceeds were reflected as cash flow from operating activities on~~part of our ~~Condensed Consolidated Statements~~ongoing consolidations of ~~Cash Flow.~~

~~NOTE 12 – Discontinued operations~~

~~Cars.com spin-off~~

On May 31, 2017, we completed the previously announced spin-off of Cars.com creating two publicly traded companies: TEGNA, an innovative media company with the largest broadcast group among major network affiliates in the top 25 markets; and Cars.com, a leading digital automotive marketplace. The spin-off was effected through a pro rata distribution of all outstanding common shares of Cars.com to TEGNA stockholders of record at the close of business on May 18, 2017 (the “Record Date”). Stockholders retained their TEGNA shares and received one share of Cars.com for every three shares of TEGNA stock they owned on the Record Date. Cars.com began “regular way” trading on the New York Stock Exchange on June 1, 2017 under the symbol “CARS”. In connection with the Cars.com spin-off, we received a one time tax-free cash distribution from Cars.com of $650.0 million. In the second quarter of 2017, we used $609.9 million of the tax-free distribution proceeds to fully pay down outstanding revolving credit agreement borrowings. In October 2017, we used the remainder of the proceeds to pay down a portion of the outstanding principal on unsecured notes due in October 2019 (see Note 5).

~~Separation Agreement~~

~~We entered~~our corporate structure following our strategic transformation into a separation agreement with Cars.com which sets forth, among other things, the identified assets transferred, the liabilities assumed and the contracts assigned to each of TEGNA and Cars.com as part of the separation and the conditions related to the distribution of Cars.com outstanding stock to TEGNA stockholders.

~~Transition Services Agreement~~

~~We entered into a transition services agreement with Cars.com prior to the distribution pursuant to which we and~~pure play broadcast company. The reduction in force at our subsidiaries will provide certain services to Cars.com on an interim and transitional basis, not to exceed 24 months. The services to be provided include certain tax, human resource and risk management consulting services, and certain other short term services to complete a limited number of ongoing analysis projects. The agreed upon charges for such services are generally intended to allow us to recover all costs and expenses of providing such services, and such charges are not expected to be material to either us or Cars.com.

The transition services agreement will terminate on the expiration of the term of the last service provided under it, with a minimum service period of 60 days and a maximum service period of 24 months, with most services expected to last for less than the maximum service period following the distribution date. Cars.com generally can terminate a particular service prior to the scheduled expiration date, subject generally to the minimum service period and a minimum notice period of 45 days.

~~Tax Matters Agreement~~

Prior to the distribution, we entered into a tax matters agreement that governs the parties’ respective rights, responsibilities and obligations with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred asDMS unit is a result of ~~any failure~~a rebranding of our service offerings and unification of our sales strategy to better serve our customers. A majority of the distribution and certain related transactions to qualify as tax-free for U.S. federal income tax purposes), tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and assistance and cooperation in respect of tax matters.

~~Employee Matters Agreement~~

We entered into an employee matters agreement with Cars.com prior to the distribution to allocate liabilities and responsibilities relating to employment matters, employee compensation and benefit plans and programs and other related matters. The employee matters agreement governs certain compensation and employee benefit obligations with respect to the current and former employees ~~and non-employee directors of each company.~~

~~The employee matters agreement provides that, unless otherwise specified, Cars.com~~impacted by these reductions will be responsible for liabilities associated with employees who will be employed by Cars.com following the spin-off and former employees whose last employment was with the Cars.com businesses, and we will be responsible for all other current and former TEGNA employees. Cars.com will retain sponsorship of 401(k) retirement plans, deferred compensation plans and other incentive plans maintained for the exclusive benefit of Cars.com employees as well as various welfare plans applicable to the Cars.com employees.

~~CareerBuilder Sale~~

On July 31, 2017, we sold our majority ownership interest in CareerBuilder to an investor group led by investment funds managed by affiliates of Apollo Global Management, LLC, a leading global alternative investment manager, and the Ontario Teachers’ Pension Plan Board. Our sharereceive lump sum severance payments. As of the pre-tax net cash proceeds from the sale was $198.3 million. These net proceeds were used in October 2017 to pay down existing debt (see Note 5). Additionally, during the third quarter of 2017 and prior to the closing of the sale, CareerBuilder issued a final dividend to its selling shareholders, of which $25.8 million was retained by TEGNA. As part of the agreement, we remain an ongoing partner in CareerBuilder, reducing our 53% controlling interest to approximately 17% interest (or approximately 12% on a fully-diluted basis) and two seats on CareerBuilder’s 10 person board. As a result, subsequent to the sale, CareerBuilder is no longer consolidated within our reported operating results. Our remaining ownership interest will be accounted for as an equity method investment. Subsequent to the date of sale we recorded $0.5 million of equity earnings during the remainderend of the third quarter of ~~2017 from our~~2019, we have a remaining ~~interest in CareerBuilder.~~

~~Financial Statement Presentation~~accrual of ~~Digital Segment~~

~~As a result~~approximately $2.8 million related to these actions, substantially all of which will be paid throughout the remainder of the Cars.com and CareerBuilder transactions described above, the operating results and financial position of our former Digital Segment have been included in discontinued operations in the Condensed Consolidated Balance Sheet and Consolidated Statements of Income for all applicable periods presented. The results of discontinued operations for the nine months ended September 2017 include a $342.9 million pre-tax loss related to the sale of CareerBuilder (after noncontrolling interest, $271.7 million of the pre-tax loss is attributable to TEGNA). The pre-tax loss includes a goodwill impairment charge of $332.9 million and costs to sell the business of $10.9 million. Fair value used for the pre-tax loss was based on the enterprise value of CareerBuilder as determined in the definitive purchase agreement.year.

~~The carrying value of the assets and liabilities of our former Digital Segment’s discontinued operations as of December 31, 2016 were as follows (in thousands):~~

Dec. 31, 2016

ASSETS
Cash and cash equivalents $ 61,041
Accounts receivable, net 214,171
Property and equipment, net 74,695
Goodwill 1,488,112
Other Intangibles, net 1,718,592
Other assets 71,193
Total assets $ 3,627,804

LIABILITIES
Accounts payable $ 166,853
Deferred revenue 110,071
Deferred tax liability 280,264
Other liabilities 66,969
Total liabilities $ 624,157

The financial results of discontinued operations in the third quarter and the nine months ended September 30, 2017 and 2016 are presented as a loss (income) from discontinued operations, net of tax, on our Consolidated Statements of Income. The following table presents the financial results of discontinued operations (in thousands):

Quarter ended
Sept. 30,

Nine months ended
Sept. 30,
2017 (1) 2016 2017 (1) 2016 (2)

Operating revenues $ 54,874
$ 340,649
$ 647,021
$ 999,929

Cost of revenue and SG&A expenses 60,301
228,152
522,287
708,815
Depreciation —
9,421
19,569
24,843
Amortization —
23,385
40,300
68,159
Loss on sale of CareerBuilder (1,872 ) —
342,900
—
Total operating expenses 58,429
260,958
925,056
801,817

Total operating (loss) income (3,555 ) 79,691
(278,035 ) 198,112

Non-operating income (expense) 647
(3,304 ) (1,078 ) (8,989 )

(Loss) income from discontinued operations, before income taxes (2,908 ) 76,387
(279,113 ) 189,123
Provision for income taxes (7,895 ) (19,689 ) 45,852
(56,982 )
(Loss) income from discontinued operations, net of tax $ (10,803 ) $ 56,698
$ (233,261 ) $ 132,141

(1) The quarter and nine months ended September 30, 2017 include CareerBuilder’s operations through the date of sale on July 31, 2017. Cars.com operations are included in the nine months ended September 30, 2017 through the date of spin-off on May 31, 2017.
(2) The nine months ended September 30, 2016 include approximately $7.5 million of net loss from discontinued operations related to the operations of our former Sightline business through the date of sale on March 18, 2016.

In our Consolidated Statements of Cash Flows, the cash flows from discontinued operations are not separately classified. As such, major categories of discontinued operation cash flows for the nine months ended September 30, 2017 and 2016 are presented below (in thousands):

Nine months ended Sept. 30,
2017 (1) 2016

Depreciation $ 19,569
$ 24,843
Amortization 40,300
68,159
Capital expenditures 37,441
38,825
Payments for acquisitions, net of cash acquired $ —
$ 196,750

(1) The nine months ended September 30, 2017 includes Cars.com through the spin-off date of May 31, 2017 and CareerBuilder’s operations through the date of sale on July 31, 2017.

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

Company Overview

We are an innovative media company that serves the greater good of our communities. Across platforms, we tell empowering stories, conduct impactful investigations and deliver innovative marketing services. With 4662 television stations and four radio stations in 3851 U.S. markets, we are the largest owner of top four network affiliates in the top 25 markets among independent station groups, reaching approximately ~~one-third~~39% of ~~all~~U.S. television ~~households nationwide.~~households. Each television station also has a robust digital presence across online, mobile and social platforms, reaching consumers whenever, wherever they are. ~~Each month, we reach 50 million adults on-air and 35 million across our digital platforms.~~ We have been consistently honored with the industry’s top awards, including Edward R. Murrow, George Polk, Alfred I. DuPont and Emmy Awards. WeThrough TEGNA Marketing Solutions (TMS), our integrated sales and back-end fulfillment operations, we deliver results for advertisers ~~through unparalleled~~across television, email, social, and ~~innovative solutions including our~~ Over the Top ~~(“OTT”) local~~(OTT) platforms, including Premion, our OTT advertising network, Premion, centralized marketing resource, Hatch; and our digital marketing services (DMS) business, a one-stop shop for local businesses to connect with consumers through digital marketing. Across platforms, we tell empowering stories, conduct impactful investigations and deliver innovative marketing solutions. network.

We continue to make innovative programming a priority and invest in local news and other special programming to ensure we stay connected to our audiences and empower them throughout the day. For example, we recently launched VERIFY news, a fact-checking segment across platforms, and HeartThreads, a new national digital content vertical. Additionally, in September 2017 we premiered our TEGNA-owned daily live syndicated program “Daily Blast LIVE,” which airs on 36 TEGNA stations and nationally on Facebook and YouTube. Also in September, we launched a daily talk show, “Sister Circle,” produced out of WATL in Atlanta, which airs in 12 TEGNA markets and nationally live on TV One, reaching 60% of U.S. television households. Finally, our KXTV station in Sacramento partnered with Cheddar network to launch “Cheddar Local,” which provides KXTV with local business and technology segments relevant to the Sacramento community.

~~After completing the strategic actions discussed below, we now~~ have one operating and reportable segment. The primary sources of our revenues are: 1) advertising & marketing services revenues, which include local and national non-political television advertising, ~~as well as DMS~~digital marketing services (including Premion), and advertising on the stations’ websites and tablet and mobile products; 2) subscription revenues, reflecting fees paid by satellite, cable, OTT (companies that deliver video content to consumers over the Internet) and telecommunications providers to carry our television signals on their systems; 3) political advertising revenues, which are driven by ~~elections~~even year election cycles at the local and ~~peak in even years~~national level (e.g. ~~2016, 2014)~~2020, 2018) and particularly in the second half of those years; ~~3) subscription revenues, representing fees primarily paid by satellite and cable operators and telecommunications companies to carry our television signals on their systems and OTT revenues;~~ and 4) other services, such as production of programming ~~from third parties~~ and ~~production of~~ advertising material.

As illustrated in the table below, our business continues to evolve toward growing stable and profitable revenue streams. As a result of growing importance of even-year political advertising on our results, management increasingly looks at revenue trends over two-year periods. We expect high margin subscription and political revenues will account for approximately half of our total two-year revenue beginning in 2019/2020, and a larger percentage on a rolling two-year cycle thereafter.



	Two Years Ending September 30,
	2019				2018

Advertising & Marketing Services	53	%			57	%
Subscription	40	%	}	46%	37	%	}	42%
Political	6	%	}	46%	5	%	}	42%
Other	1	%			1	%
Total revenues	100	%			100	%

Our ~~corporate costs~~balance sheet combined with these strong, accelerating and dependable cash flows provide us the ability to pursue the path that offers the most attractive return on capital at any given point in time. We have a broad set of capital deployment opportunities, including retiring debt to create additional future flexibility; investing in original, relevant and engaging content; investing in growth businesses like our OTT advertising service Premion; and pursuing value accretive acquisition-related growth. We will continue to review all opportunities in a disciplined manner, both strategically and financially. In the near-term, our priorities continue to be maintaining a strong balance sheet, enabling organic growth, acquiring attractively priced strategic assets and returning capital to shareholders in the form of dividends.

On September 19, 2019 we completed our previously announced acquisition of 11 local television stations in eight markets, including eight Big Four affiliates, from Nexstar Media Group (the Nexstar Stations). These stations were divested by Nexstar Media Group in connection with its acquisition of Tribune Media Company. The television stations acquired through this acquisition are ~~separated from~~listed in the table below:



Market	Station	Affiliation
Hartford-New Haven, CT	WTIC/WCCT	FOX/CW
Harrisburg-Lancaster-Lebanon-York, PA	WPMT	FOX
Memphis, TN	WATN/WLMT	ABC/CW
Wilkes Barre-Scranton, PA	WNEP	ABC
Des Moines-Ames, IA	WOI/KCWI	ABC/CW
Huntsville-Decatur-Florence, AL	WZDX	FOX
Davenport, IA and Rock Island-Moline, IL	WQAD	ABC
Ft. Smith-Fayetteville-Springdale-Rogers, AR	KFSM	CBS

The estimated purchase price for the Nexstar Stations is approximately $769.1 million which includes a base purchase price of $740.0 million and estimated working capital of $29.1 million. The transaction was financed through the use of a portion of the $1.1 billion of Senior Notes issued on September 13, 2019 and borrowing under our ~~business expenses and are recorded as general and administrative expenses in our Consolidated Income Statement. These costs include activities that are not directly attributable or allocable~~revolving credit facility. The acquisition of the Nexstar Stations adds complementary markets to our ~~media business operations. This category primarily~~existing portfolio of top network affiliates, including four affiliates in presidential election battleground states.

On August 8, 2019, we completed our previously announced acquisition of Dispatch Broadcast Group’s #1 rated stations in Indianapolis, Indiana (NBC affiliate WTHR) and Columbus, Ohio (CBS affiliate WBNS). We also acquired WBNS radio (1460 AM and 97.1 FM), the leader in sports radio in Central Ohio (collectively the Dispatch Stations). The estimated purchase price for the Dispatch Stations is $553.7 million which consists of ~~broad corporate management functions including legal, human resources,~~a base purchase price of $535.0 million and ~~finance, as well as activities~~estimated working capital and ~~costs not directly attributable~~cash acquired of $18.7 million. The acquisition of the Dispatch Stations helps to ~~the operations~~expand our portfolio of big four affiliates in top markets. The transaction was financed through available cash and borrowing under our ~~media business.~~

~~Strategic Actions~~

revolving credit facility.

On ~~May 31, 2017,~~June 18, 2019, we completed the acquisition of the remaining approximately 85% interest that we did not previously ~~announced spin-off of Cars.com. The spin-off~~own in the multicast networks Justice Network and Quest from Cooper Media. Justice and Quest are two leading multicast networks that offer unique ad-supported programming. Justice Network’s content is focused on true-crime genre, while Quest features factual-entertainment programs such as science, history, and adventure-reality series. Cash paid for this acquisition was ~~achieved~~$77.2 million (which included $4.7 million for estimated working capital paid at closing), funded through a pro rata distribution of all outstanding common shares of Cars.com to TEGNA stockholders of record at the close of business on May 18, 2017 (the “Record Date”). Stockholders retained their TEGNA sharesavailable cash and ~~received one share of Cars.com for every three shares of TEGNA stock they owned on the Record Date. Cars.com began “regular way” trading on the New York Stock Exchange on June 1, 2017~~borrowing under ~~the symbol “CARS”. In connection with the Cars.com spin-off we received a one time cash distribution from Cars.com of $650.0 million.~~our revolving credit facility.

On ~~July 31, 2017,~~January 2, 2019, we completed our acquisition of WTOL, the ~~sale~~CBS affiliate in Toledo, OH, and KWES, the NBC affiliate in

Midland-Odessa, TX from Gray Television, Inc. (collectively the Gray Stations). The final purchase price was $109.9 million, which includes working capital of approximately $4.9 million. The transaction was funded through available cash and borrowing under our ~~majority ownership interest~~revolving credit facility. WTOL and KWES are strong local media brands in ~~CareerBuilder~~key markets, and they further expand our station portfolio of top 4 affiliates.

We refer to ~~an investor group led by investments funds managed by affiliates of Apollo Global Management, LLC, a leading global alternative investment manager,~~these four acquisitions collectively as the “Recent Acquisitions”.

and the Ontario Teachers’ Pension Plan Board. Our share of the pre-tax net cash proceeds from the sale was $198.3 million. These net proceeds were used in October 2017 to pay down existing debt (see Note 5). Additionally, prior to the sale, CareerBuilder issued a final dividend to its selling shareholders, $25.8 million of which was retained by TEGNA.

As part of the sale agreement, we remain an ongoing partner in CareerBuilder, reducing our 53% controlling interest to approximately 17% equity interest (or approximately 12% on a fully-diluted basis) and two seats on CareerBuilder’s 10 member board. As a result, CareerBuilder is no longer consolidated within our reported operating results. Our remaining ownership interest is accounted for as an equity method investment.

Consolidated Results from Operations

The following discussion is a ~~period-to-period~~ comparison of our consolidated results ~~from continuing operations~~ on a GAAP basis. On May 31, 2017, we completed the spin-off of Cars.com and on July 31, 2017, we completed the sale of our majority ownership interest in CareerBuilder. Results for Cars.com and CareerBuilder are now reflected as Discontinued Operations in our Consolidated Statements of Income for all applicable periods presented. As a result, we will report one segment going forward which will include the results for Media and a remaining DMS contract that was previously reported in the Digital Segment. The ~~historical financial results also include our former Cofactor business through the date of its sale in December 2016.~~

~~The period-to-period~~year-to-year comparison of financial results is not necessarily indicative of future results. In addition, see the section on page 2628 titled ‘Results from Operations - Non-GAAP Information’ for additional tables presenting information which supplements our financial information provided on a GAAP basis.

As discussed above, during 2019 we acquired multiple local television stations and multicast networks. These stations and multicast networks are collectively referred to as the “Recent Acquisitions” in the discussion that follows. The inclusion of the operating results from these Recent Acquisitions for the periods subsequent to their acquisition impacts the year-to-year comparability of our consolidated operating results and most significantly in the third quarter of 2019.

Our consolidated results of ~~continuing~~ operations on a GAAP basis were as follows (in thousands, except per share amounts):


	Quarter ended Sept. 30,								Nine months ended Sept. 30,								Quarter ended Sept. 30,								Nine months ended Sept. 30,
	2017			2016			Change		2017			2016			Change		2019			2018			Change		2019			2018			Change
				(recast)								(recast)
Revenues	$	464,264		$	519,617		(11	%)	$	1,412,703		$	1,457,233		(3	%)	$	551,857		$	538,976		2	%	$	1,605,542		$	1,565,146		3	%

Operating expenses:
Cost of revenues, exclusive of depreciation	235,474			200,495			17	%	696,565			590,058			18	%
Business units - selling, general and administrative expenses, exclusive of depreciation	70,914			83,039			(15	%)	214,645			246,280			(13	%)
Corporate - General and administrative expenses, exclusive of depreciation	12,881			16,027			(20	%)	42,462			43,865			(3	%)
Cost of revenues																	306,474			271,156			13	%	873,078			793,943			10	%
Business units - Selling, general and administrative expenses																	78,439			76,639			2	%	223,845			229,193			(2	%)
Corporate - General and administrative expenses																	29,792			17,593			69	%	60,363			41,522			45	%
Depreciation	15,186			13,212			15	%	41,721			42,653			(2	%)	15,381			14,262			8	%	44,831			41,594			8	%
Amortization of intangible assets	5,395			5,775			(7	%)	16,172			17,542			(8	%)	15,018			8,047			87	%	32,530			22,791			43	%
Asset impairment and facility consolidation charges	7,553			15,218			(50	%)	11,086			18,946			(41	%)
Spectrum repacking reimbursements and other																	(80		)	(3,005		)	(97	%)	(11,399		)	(9,331		)	22	%
Total operating expenses	$	347,403		$	333,766		4	%	$	1,022,651		$	959,344		7	%	$	445,024		$	384,692		16	%	$	1,223,248		$	1,119,712		9	%

Total operating income	$	116,861		$	185,851		(37	%)	$	390,052		$	497,889		(22	%)	$	106,833		$	154,284		(31	%)	$	382,294		$	445,434		(14	%)

Non-operating expense	(54,660		)	(70,673		)	(23	%)	(190,515		)	(194,236		)	(2	%)
Non-operating expenses																	(53,408		)	(47,669		)	12	%	(127,282		)	(142,980		)	(11	%)
Provision for income taxes	11,447			38,441			(70	%)	54,855			92,038			(40	%)	5,079			13,789			(63	%)	52,732			61,929			(15	%)
Net income from continuing operations	$	50,754		$	76,737		(34	%)	$	144,682		$	211,615		(32	%)	$	48,346		$	92,826		(48	%)	$	202,280		$	240,525		(16	%)

Earnings from continuing operations per share - basic	$	0.24		$	0.36		(33	%)	$	0.67		$	0.98		(32	%)	$	0.22		$	0.43		(49	%)	$	0.93		$	1.11		(16	%)
Earnings from continuing operations per share - diluted	$	0.23		$	0.35		(34	%)	$	0.66		$	0.96		(31	%)	$	0.22		$	0.43		(49	%)	$	0.93		$	1.11		(16	%)

Revenues

~~During the second quarter of 2017, we changed the way we present certain revenues, which we now call~~Our Advertising and Marketing Services (AMS)~~, to better reflect our sales transformation strategy that focuses on customer needs versus specific products. This~~ category includes all sources of our traditional television advertising and digital revenues including Premion ~~DMS~~ and other digital advertising and marketing revenues across our platforms.

~~Also, the “Retransmission”~~ Our Subscription revenue category ~~was renamed “Subscription”~~includes revenue earned from cable and satellite providers for the right to ~~better reflect changes in that revenue stream, including~~carry our signals and the distribution of TEGNA stations on OTT streaming services.

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

As a result of these changes, revenues are grouped into the following categories: Advertising & Marketing Services, Political, Subscription, Other, and our former business unit Cofactor (sold in December 2016).

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

Quarter ended Sept. 30, Nine months ended Sept. 30,
2017 2016 Change 2017 2016 Change
Advertising & Marketing Services ^(a)
$ 277,817
$ 330,589
(16 %) $ 843,175
$ 934,977
(10 %)
Political 3,783
38,060
(90 %) 13,387
64,050
(79 %)
Subscription 177,692
143,676
24 % 540,344
436,292
24 %
Other 4,972
4,696
6 % 15,797
13,883
14 %
Cofactor —
2,596
***
—
8,031
***
Total $ 464,264
$ 519,617
(11 %) $ 1,412,703
$ 1,457,233
(3 %)

(a) Includes traditional television advertising, digital advertising as well as revenue from our DMS business.



	Quarter ended Sept. 30,						Nine months ended Sept. 30,
	2019		2018		Change		2019		2018		Change

Advertising & Marketing Services	$	297,333	$	264,852	12	%	$	851,304	$	829,638	3	%
Subscription	240,735		207,463		16	%	718,472		622,382		15	%
Political	8,131		60,410		(87	%)	14,064		93,725		(85	%)
Other	5,658		6,251		(9	%)	21,702		19,401		12	%
Total revenues	$	551,857	$	538,976	2	%	$	1,605,542	$	1,565,146	3	%

~~Revenues decreased $55.4~~Total revenues increased $12.9 million ~~or 11%,~~ in the third quarter of ~~2017~~2019 compared to the same period in ~~2016.~~2018. Our Recent Acquisitions contributed total revenues of $45.9 million in the third quarter of 2019. Excluding Recent Acquisitions, total revenues decreased $33.0 million. This ~~net~~ decrease was primarily due to a ~~decline~~$53.1 million reduction in ~~AMS revenue of $52.8 million, or 16%, in the third quarter of 2017. This decline was primarily due to the absence of Olympic revenue in 2017 as~~political advertising, reflecting significantly fewer elections compared to ~~$57.3 million in 2016 and lower DMS revenue due to the conclusion of a transition services agreement with Gannett. Partially offsetting the overall AMS decline~~2018. This decrease was ~~an increase in digital revenue, including Premion revenue. Political revenue was down~~partially offset by ~~$34.3 million, due to an expected decrease reflecting the absence of 2016 politically related advertising spending. Partially offsetting these decreases was~~ an increase in subscription revenue of ~~$34.0~~$19.1 million, ~~or 24%,~~primarily due to ~~the recent renewal of certain retransmission agreements as well as~~ annual rate increases under ~~other~~ existing retransmission agreements.

In the first nine months of ~~2017, operating revenue decreased $44.5~~2019, revenues increased $40.4 million ~~or 3%,~~ compared to the same period in ~~2016. The net decrease was due to a net decline in AMS revenue~~2018. Our Recent Acquisitions contributed total revenues of ~~$91.8~~$65.3 million or 10%, for the first nine months of 2017. The third quarter decline in AMS revenue, described above, drove most of the year-to-date decline. In addition we had lower Super Bowl revenue due to the shift in coverage from our larger CBS station footprint to smaller FOX station footprint (which impacted 2017 results by $9.1 million). These AMS declines were partially offset by an increase in digital revenue, including our Premion revenue. Additionally, political revenue was down $50.7 million for the nine months ended September 30, 2017 due to an expected decrease reflecting the absence of 2016 Presidential election year political spending. Partially offsetting these decreases was an increase in subscription revenue of $104.1 million, or 24%, in the first nine months of ~~2017~~2019. Excluding our Recent Acquisitions, total revenues decreased $24.9 million. This decrease was primarily due to lower political revenue, which decreased $80.5 million. Also contributing to the overall revenue decrease was a decrease in AMS revenue of $21.1 million, primarily due to the ~~recent renewal~~absence of ~~certain retransmission agreements as well as~~Winter Olympic and lower Super Bowl advertising. We estimate the incremental sports combined for approximately $16.0 million of added revenue in 2018. This decrease was partially offset by increased subscription revenue of $74.7 million in the first nine months of 2019 primarily due to annual rate increases under ~~other~~ existing retransmission agreements.

Cost of Revenues

Cost of revenues increased ~~$35.0~~$35.3 million ~~or 17%,~~ in the third quarter of ~~2017~~2019 compared to the same period in ~~2016.~~2018. Our Recent Acquisitions added cost of revenues of $24.7 million in the third quarter of 2019. Excluding Recent Acquisitions, cost of revenues increased $10.6 million. The increase was primarily due to a ~~$42.6~~$14.0 million increase in programming costs, ~~(primarily driven by 11~~due to the growth in subscription revenues. Partially offsetting this increase was a reduction of $6.3 million of digital costs as a result of the reduction in force and rebranding of our ~~NBC stations paying reverse compensation payments for first time in 2017). This increase was partially offset by a decline in DMS costs~~digital business unit during the fourth quarter of ~~$7.4 million driven by the conclusion of the transition service agreement with Gannett.~~2018 (see Note 12).

In the first nine months of ~~2017,~~2019, cost of revenues increased ~~$106.5~~$79.1 million ~~or 18%,~~ compared to the same period in ~~2016. The~~2018. Our Recent Acquisitions added cost of revenues of $35.8 million in the first nine months of 2019. Excluding Recent Acquisitions, cost of revenues increased $43.3 million. This increase was primarily due to a ~~$135.1~~$46.3 million increase in programming costs ~~(primarily driven by 11 of our NBC stations paying reverse compensation payments for first time~~, due to the growth in ~~2017)~~subscription revenues. ~~This~~ Partially offsetting this increase was ~~partially offset by the absence~~a reduction of ~~$10.8~~$9.6 million of ~~expenses associated with our 2016 voluntary retirement program and a decline in DMS~~digital costs ~~of $11.8 million associated with~~for the ~~conclusion of the transition service agreement with Gannett.~~same reason noted above.

Business Units - Selling, General and Administrative Expenses

Business unit selling, general and administrative (SG&A) expenses ~~decreased $12.1~~increased $1.8 million ~~or 15%,~~ in the third quarter of ~~2017~~2019 compared to the same period in ~~2016.~~2018. Our Recent Acquisitions added business unit SG&A expenses of $6.8 million in the third quarter of 2019. Excluding Recent Acquisitions, SG&A expenses decreased $5.0 million. The decrease was primarily due to $2.4 million of lower severance, legal, and professional costs.

In the first nine months of 2019, business unit SG&A expenses decreased $5.3 million compared to the same period in 2018. Our Recent Acquisitions added business unit SG&A expenses of $9.8 million. Excluding the Recent Acquisitions, SG&A expenses decreased $15.1 million. The decrease was primarily the result of a ~~$6.0~~$8.4 million ~~decline~~net decrease mostly driven by the decrease of legal and professional costs.

Corporate General and Administrative Expenses

Our corporate costs are separated from our business expenses and are recorded as general and administrative expenses in ~~DMS selling~~our Consolidated Statement of Income. This category primarily consists of broad corporate management functions including Legal, Human Resources, and ~~advertising expense related~~Finance, as well as activities and costs not directly attributable to the ~~transition service agreement conclusion. Also contributing~~operations of our media business. In addition, beginning in the first quarter of 2019, we now record acquisition-related costs within our Corporate operating expense due to their recurring nature. Prior to the ~~decline~~first quarter of 2019, such costs were recorded as other non-operating expense.

Corporate general and administrative expenses increased $12.2 million in the third quarter of 2019 compared to the same period in 2018. The increase was primarily driven by $20.0 million of acquisition-related costs associated with the Recent Acquisitions and strategic initiatives. Partially offsetting this increase was the absence of ~~$2.6~~$5.5 million of ~~Cofactor expenses, due to its disposition~~severance expense incurred in ~~December 2016.~~third quarter of 2018.

In the first nine months of ~~2017, business unit selling,~~2019, corporate general and administrative expenses ~~decreased $31.6~~increased $18.8 million ~~or 13%,~~ compared to the same period in ~~2016. This decrease~~2018. The increase was primarily due to ~~a $14.7~~$29.1 million ~~decline~~ in ~~DMS selling~~acquisition-related costs associated with Recent Acquisitions and ~~advertising expenses,~~strategic initiatives. Partially offsetting this increase was the absence of ~~$6.5 million of expenses associated with Cofactor, and the absence of $4.0 million of expenses associated with our 2016 voluntary retirement program. These decreases were partially offset by $1.6~~$5.3 million of severance ~~expenses for broadcast employees~~expense incurred in ~~2017.~~third quarter of 2018.

Depreciation Expense

~~Corporate General and Administrative Expenses~~

~~Corporate general and administrative expenses decreased $3.1~~Depreciation expense increased by $1.1 million ~~or 20%,~~ in the third quarter of ~~2017~~2019 compared to the same period in ~~2016. The decrease was primarily due to the absence~~2018. Our Recent Acquisitions added depreciation expense of $1.6 ~~million~~million. Excluding the impact of ~~severance expenses from the third quarter of 2016, as well as the continued right sizing of the corporate function in connection with the strategic actions impacting our former Digital Segment.~~

~~During the first nine months of 2017, corporate general and administrative expenses decreased $1.4 million, or 3%, compared to the same period in 2016. This change~~Recent Acquisitions, there was primarily due to the absence of $1.6 million of severance expenses from the third quarter of 2016, partially offset by severance expense incurred in the first nine months of 2017 of approximately $1.1 million. The remaining difference is attributable to the continued right sizing of the corporate function in connection with the strategic actions impacting our former Digital Segment.

~~Depreciation Expense~~

Depreciation expense increased $2.0 million, or 15%, in the third quarter of 2017 compared to the same period in 2016. The increase was primarily due to $1.4 million of additional depreciation related to ano material change in ~~useful lives of certain broadcasting assets in connection with the FCC channel reassignment process.~~our depreciation expense.

In the first nine months of ~~2017,~~2019, depreciation expense ~~decreased $0.9~~increased $3.2 million ~~or 2%, as~~ compared to the same period in ~~2016. The decrease~~2018. Our Recent Acquisitions added depreciation expense of $2.6 million. Excluding the impact of Recent Acquisitions, there was ~~primarily due to recent declines in the purchase of property and equipment, offset by accelerated depreciation related to a~~no material change in ~~useful lives of certain broadcasting assets.~~our depreciation expense.

Amortization Expense

Amortization expense ~~decreased by $0.4 million and $1.4~~increased $7.0 million in the third quarter ~~and~~of 2019 compared to the same period in 2018. Our Recent Acquisitions added amortization expense of $7.3 million. Excluding the impact of Recent Acquisitions, there was no material change in our amortization expense.

In the first nine months of ~~2017, respectively,~~2019, amortization expense increased $9.7 million as compared to the same periods in ~~2016.~~2018. Our Recent Acquisitions added amortization expense of $9.4 million. Excluding the impact of Recent Acquisitions, there was no material change in our amortization expense in either period.

See Note 2 to the condensed consolidated financial statements for more information regarding our preliminary purchase accounting for the Recent Acquisitions.

Spectrum Repacking Reimbursements and Other

Spectrum repacking reimbursements and other was immaterial in the third quarter of 2019 compared to $3.0 million in the same period in 2018. The ~~decreases were~~2019 activity consists of $5.5 million of reimbursements received from the Federal Communications Commission (FCC) for required spectrum repacking. This gain was offset by a one-time contract termination and incremental transition costs of $5.5 million related to bringing our national sales organization in-house. The 2018 activity reflects reimbursements received from the FCC for required spectrum repacking.

In the first nine months of 2019, we recognized net gains of $11.4 million, compared to $9.3 million recognized in the same period in 2018. The 2019 net gains primarily consist of $14.0 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 ~~assets associated with previous acquisitions reaching~~real estate. These gains were partially offset by $5.5 million in one-time contract termination and incremental transition costs discussed above. The 2018 net gains primarily consist of a gain recognized on the ~~end~~sale of ~~their useful lives.~~real estate in Houston and gains due to reimbursements received from the FCC for required spectrum repacking.

~~Asset Impairment and Facility Consolidation Charges~~Operating Income

~~Asset impairment and facility consolidation charges were $7.6~~Our operating income decreased $47.5 million in the third quarter of ~~2017~~2019 compared to ~~$15.2~~the same period in 2018. Results from our Recent Acquisitions added operating income of $5.5 million in the third quarter of ~~2016. In~~2019. Excluding the third quarter of 2017, a few television stations were impacted by hurricanes Harvey and Irma. In particular, Hurricane Harvey caused significant damage to our Houston television station (KHOU); as a result, we recognized $10.2 million in non-cash charges, writing off destroyed equipment and recording an impairment to the value of the building. In addition, we incurred $8.4 million in cash expenses related to repairing the studio and office and providing for additional staffing and operational needs to keep the stations operating during and immediately following these weather emergencies. Partially offsetting these expenses, we received initial insurance proceeds of $11.0 million ($5.0 million was received as of September 30, 2017 and $6.0 million was received in October 2017). The net expense impact from the hurricane of $7.6 million has been recorded in asset impairment and facility consolidation charges. The 2016 charge relates to a goodwill impairment at Cofactor.

During the first nine months of 2017, asset impairment and facility consolidation charges were $11.1 million, compared to $18.9 million in the same period in 2016. The 2017 charges primarily consisted of net $7.6 million in expenses related to Hurricane Harvey, $1.4 million related to the consolidation of office space at corporate headquarters and at our DMS business unit, and $2.2 million of non-cash impairment charges incurred by our broadcast stations. The 2016 charges were comprised of the third quarter goodwill impairment charge of $15.2 million at Cofactor and a $3.7 million impairment charge related to a long-lived-asset.

~~Operating Income~~

~~Our~~2019 acquisitions, operating income decreased ~~$69.0~~$53.0 million ~~or 37%,~~ in the third quarter of ~~2017 and $107.8 million, or 22%, in the first nine months of 2017,~~2019 compared to the same ~~periods~~period in ~~2016.~~2018. The ~~decreases were~~decrease was driven by the changes in revenue and expenses discussed ~~above. As a result, our consolidated~~above, most notably the decline of high margin political advertising.

Our operating ~~margins were 25% in the third quarter of 2017 and 28%~~income decreased $63.1 million in the first nine months of ~~2017,~~2019 compared to ~~36%~~the same period in ~~the third quarter~~2018. Our Recent Acquisitions added operating income of ~~2016 and 34%~~$7.7 million in the first nine months of ~~2016.~~2019. Excluding the Recent Acquisitions, total operating income decreased $70.8 million in the first nine months compared to the same period. The decrease was driven by the changes in revenue and expenses discussed above, most notably the decline of high margin political advertising, as well as the absence of Winter Olympic and lower Super Bowl advertising.

Non-Operating ~~Income (Expense)~~Expenses

Non-operating ~~expense decreased $16.0~~expenses increased $5.7 million ~~or 23%,~~ in the third quarter of ~~2017~~2019 compared to the same period in ~~2016. The decrease~~2018. This increase was primarily due to a ~~reduction in transaction costs of $10.9~~$4.2 million ~~primarily associated with costs incurred in the prior year period related to the Cars.com spin-off. Also contributing to the decrease was a decline~~increase in interest expense ~~of $5.7 million~~that was driven by ~~lower~~higher average outstanding debt ~~outstanding, due to the pay down of the drawn amounts on the revolving line of credit. The total~~(driven by Recent Acquisitions). Total average outstanding debt was $3.38 billion for the third quarter of ~~2017,~~2019, compared to ~~$4.31~~$3.08 billion in the same period of ~~2016.~~2018. The weighted average interest rate on total outstanding debt was ~~5.75%~~5.91% for the third quarter of ~~2017,~~2019, compared to ~~5.21%~~5.89% in the same period of ~~2016.~~2018.

~~During~~In the first nine months of ~~2017,~~2019, non-operating expenses decreased ~~$3.7~~$15.7 million ~~or 2%,~~ compared to the same period in ~~2016. The~~

2018. This decrease was primarily due to ~~lower interest expense~~the absence of ~~$13.3~~$13.2 million ~~partially offset by increased~~acquisition-related costs ~~associated with the strategic actions of $3.4 million (primarily the Cars.com spin-off)~~which were classified as non-operating in 2018 but are now classified as a corporate operating cost, and a ~~$5.8~~$7.3 million ~~loss associated with the write-off~~gain recognized as a result of a ~~note receivable~~gain from ~~one~~the acquisition of ~~our~~Justice and Quest multicast networks recognized in the second quarter of 2019. Partially offsetting this decrease was a decrease in equity ~~method investments. The lower interest~~income of $4.2 million. Interest expense was ~~due to lower~~approximately $145.0 million in each period. The average debt ~~outstanding. The total average~~ outstanding ~~debt~~ was ~~$3.75~~$3.08 billion ~~during~~for the first nine months of ~~2017,~~2019, compared to ~~$4.28~~$3.13 billion in the same period of ~~2016.~~2018. The weighted average interest rate on total outstanding debt was ~~5.51%~~6.00% for the first nine months of ~~2017,~~2019, compared to ~~5.32%~~5.87% in the same period of ~~2016.~~2018.

Income Tax Expense

Income tax expense decreased ~~$27~~$8.7 million ~~or 70%,~~ in the third quarter of ~~2017 as~~2019 compared to the same period in ~~2016,~~2018 and decreased ~~$37.2~~$9.2 million ~~or 40%,~~ in the first nine months of ~~2017~~2019 compared to the same period in ~~2016.~~2018. The ~~decrease in Income tax expense is~~decreases were primarily due to ~~a decline~~decreases in net income before ~~tax, as well as a favorable deferred tax adjustment related to a previously-disposed business.~~tax. Our ~~reported~~ effective income tax rate was ~~18.4% in the third quarter of 2017, compared to 33.4% for continuing operations~~9.5% for the third quarter of ~~2016.~~2019, compared to 12.9% for the third quarter of 2018. The ~~reported~~tax rate for the third quarter of 2019 is lower than the comparable rate in 2018 primarily as a result of the release of certain tax reserves due to a state audit settlement and the expiration of a statute of limitations. In addition, we realized discrete tax benefits related to one of the Recent Acquisitions and a previously-disposed business. Our effective income tax rate was ~~27.5%~~20.7% for the first nine months of ~~2017, compared~~2019, which is comparable to ~~30.3%~~the effective tax rate of 20.5% for the same period ~~in 2016. The tax rates for the third quarter and first nine months~~ of ~~2017 are lower than the comparable 2016 rates primarily due to the reduction in net income before tax and the deferred tax adjustment mentioned above.~~2018.

Net Income ~~from continuing operations~~

Income from continuing operations was ~~$50.8~~$48.3 million, or ~~$0.23~~$0.22 per diluted share, in the third quarter of ~~2017~~2019 compared to ~~$76.7~~$92.8 million, or ~~$0.35~~$0.43 per diluted share, during the same period in ~~2016.~~2018. For the first nine months of ~~2017,~~2019, we reported net income from continuing operations of ~~$144.7~~$202.3 million, or ~~$0.66~~$0.93 per diluted share, compared to ~~$211.6~~$240.5 million, or ~~$0.96~~$1.11 per diluted share, for the same period in ~~2016.~~2018. Both income ~~from continuing operations~~ and earnings per share were affected by the factors discussed above.

The weighted average number of diluted common shares outstanding in the ~~both the~~ third quarter of ~~2017~~2019 and ~~2016~~2018 was ~~218.1 million.~~218.3 million and 216.3 million, respectively. The weighted average number of diluted shares outstanding in the first nine months ~~quarter~~ of ~~2017 decreased by 2.7 million shares to~~2019 and 2018 was 217.8 million ~~from 220.5~~and 216.6 million, ~~in the same period in 2016.~~respectively.

Results from Operations - Non-GAAP Information

Presentation of Non-GAAP information

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

We discuss in this Form 10-Q non-GAAP financial performance measures that exclude from our reported GAAP results the impact of “special items” consisting of spectrum repacking reimbursements and other, gains on sale of equity method investments, acquisition-related costs, severance ~~expense, charges~~costs and certain non-operating expenses (TEGNA foundation donation and pension payment timing related ~~to asset impairment and facility consolidations, costs~~charges). In addition, we have income tax special items associated with the ~~Cars.com spin-off transaction,~~tax impacts related to the Recent Acquisitions (including the 2018 acquisition of KFMB), adjustments related to previously-disposed businesses, and ~~certain~~adjustments related to provisional tax ~~benefits associated with the Cars.com spin-off and sale~~impacts of ~~CareerBuilder.~~ tax reform.

We believe that such expenses ~~charges~~ and gains are not indicative of normal, ongoing operations. ~~Such~~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 ~~and are significantly impacted by the timing and nature of these events.~~depending on specific underlying transactions or events that may occur. Therefore, while we may incur or recognize these types of expenses ~~charges~~ and gains in the future, we believe that removing these items for purposes of calculating the non-GAAP financial measures provides investors with a more focused presentation of our ongoing operating performance.

We discuss Adjusted EBITDA (with and without corporate expenses), a non-GAAP financial performance measure that we believe offers a useful view of the overall operation of our businesses. We define Adjusted EBITDA as net income ~~from continuing operations~~ before (1) interest expense, (2) income taxes, (3) equity income ~~(losses)~~(loss) in unconsolidated investments, net, (4) other non-operating items, ~~such as spin-off transaction expenses and investment income,~~net, (5) severance expense, (6) ~~facility consolidation charges,~~acquisition-related costs, (7) ~~impairment charges,~~spectrum repacking reimbursements and other, (8) depreciation and (9) amortization. We believe these adjustments facilitate company-to-company operating performance comparisons by removing potential differences caused by variations unrelated to operating performance, such as capital structures (interest expense), income taxes, and the age and book appreciation of property/equipment (and related depreciation expense). The most directly comparable GAAP financial measure to Adjusted EBITDA is Net ~~income from continuing operations.~~income. Users should consider the limitations of using Adjusted EBITDA, including the fact that this measure does not provide a complete measure of our operating performance. Adjusted EBITDA is not intended to purport to be an ~~alternative~~alternate to net income as a measure of operating performance or to cash

flows from operating activities as a measure of liquidity. In particular, Adjusted EBITDA is not intended to be a measure of ~~free~~ cash flow available for management’s discretionary expenditures, as this measure does not consider certain cash requirements, such as working capital needs, capital expenditures, contractual commitments, interest payments, tax payments and other debt service requirements.

We also consider adjusted revenues to be an important non-GAAP financial measure. Our adjusted revenue is calculated by taking total company revenues on a GAAP basis and adjusting it to exclude (1) estimated incremental Olympic and Super Bowl revenue and (2) ~~Political revenues, (3) revenues from a previously sold business (Cofactor), and (4) revenues associated with a discontinued portion of our DMS business.~~political revenues. These adjustments are made to our reported revenue on a GAAP basis in order to evaluate and assess our core operations on a comparable basis, and it represents the ongoing operations of our ~~broadcast~~media business.

We also discuss free cash flow, a non-GAAP ~~liquidity~~performance measure. Beginning in the first quarter of 2019 we began using a new methodology to compute free cash flow. The change in methodology was determined to be preferable as it better reflects how the Board of Directors reviews the performance of the business and it more closely aligns to how other companies in the broadcast industry calculate this non-GAAP performance metric. The most directly comparable GAAP financial measure to free cash flow is Net income from continuing operations. Free cash flow is now calculated as non-GAAP Adjusted EBITDA (as defined ~~as “net cash flow~~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 ~~operating activities” as reported on the statement~~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 ~~cash flows reduced by “purchase~~refunds) and (5) purchases of property and equipment”. We believe that free cash flow is a useful measure for management and investors to evaluate the level of cash generated by operations and the ability of its operations to fund investments in new and existing businesses, return cash to shareholders under the company’s capital program, repay indebtedness, add to our cash balance, or use in other discretionary activities. We use free cash flow to monitor cash available for repayment of indebtedness and in discussions with the investment community.equipment. Like Adjusted EBITDA, free cash flow is not intended to be a measure of cash flow available for management’s discretionary use.

Discussion of ~~special charges and credits affecting reported results~~Special Charges Affecting Reported Results

Our results ~~for the quarter and first nine months ended September 30, 2017~~ included the following items we consider “special items” ~~and are not indicative of our normal ongoing operations:~~that while at times recurring, can vary significantly from period to period:

~~Operating asset impairment and facility consolidation charges related to damage caused by Hurricane Harvey and the consolidation of office space at corporate headquarters and at our DMS business unit;~~

Other non-operating items associated with costs of the spin-off of our Cars.com business unit, charitable donations made to the TEGNA Foundation, non-cash asset impairment charges associated with write off of a note receivable from an equity method investment;

~~A special tax benefit related to deferred tax remeasurement attributable to the spin-off of our Cars.com business unit and a deferred tax adjustment related to a previously-disposed business; and~~

~~Severance charges which included payroll and related benefit costs.~~

~~Our results for the quarter~~Quarter and first nine months ended September 30, ~~2016 included the following special items:~~2019:

Severance ~~charges primarily related to a voluntary retirement program at our broadcast stations (which includes~~expense which include payroll and related benefit ~~costs);~~costs at our stations and corporate headquarters;

~~Non-cash asset impairment charges associated with goodwill, an operating asset, and equity method investments; and~~

~~Non-operating~~Acquisition-related costs associated with business acquisitions;

Spectrum repacking reimbursements and other consisting of a gain recognized on the ~~spin-off~~sale of real estate, gains due to reimbursements from the FCC for required spectrum repacking, and a one-time contract termination and incremental transition costs related to bringing our national sales organization in-house;

Gains recognized in our equity income in unconsolidated investments as a result of the sale of two investments;

Other non-operating item related to gains from equity method investments and a charitable donation made to the TEGNA Foundation; and

Realization of discrete tax benefits related to one of the Recent Acquisitions and a previously-disposed business.

Quarter and first nine months ended September 30, 2018:

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

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

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

to our acquisition of KFMB, and a charitable donation made to the TEGNA Foundation;

Pension lump-sum payment charge as a result of payments that were made to certain SERP plan participants in early 2018;

A gain recognized in our equity income in unconsolidated investments, related to our share of CareerBuilder’s gain on the

sale of their EMSI business; and

Deferred tax benefits related to adjusting the provisional tax impacts of tax reform (enacted in December 2017) and a partial capital loss valuation allowance release, both resulting from the completion of our ~~Cars.com business unit and acquisition-related costs.~~2017 federal income tax return in the third quarter of 2018.

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~~Consolidated Statements of ~~income~~Income follow (in thousands, except per share amounts):


				Special Items															Special Items
Quarter ended September 30, 2017	GAAP measure			Operating asset impairment and facility consolidation			Other non-operating items		Tax benefits			Non-GAAP measure
Quarter ended September 30, 2019																GAAP measure			Acquisition-related costs			Spectrum repacking reimbursements and other			Special tax benefits			Non-GAAP measure

Corporate - General and administrative expenses																$	29,792		$	(19,973	)	$	—		$	—		$	9,819
Spectrum repacking reimbursements and other																(80		)	—			80			—			—
Operating expenses	$	347,403		$	(7,553	)	$	—	$	—		$	339,850			445,024			(19,973		)	80			—			425,131
Operating income	116,861			7,553			—		—			124,414				106,833			19,973			(80		)	—			126,726
Other non-operating items	(3,671		)	—			2,688		—			(983		)
Total non-operating expense	(54,660		)	—			2,688		—			(51,972		)		(53,408		)	—			—			—			(53,408		)
Income before income taxes	62,201			7,553			2,688		—			72,442				53,425			19,973			(80		)	—			73,318
Provision for income taxes	11,447			2,780			629		8,086			22,942				5,079			3,889			(3		)	5,992			14,957
Income from continuing operations	50,754			4,773			2,059		(8,086		)	49,500
Earnings from continuing operations per share - diluted ^(a)	$	0.23		$	0.02		$	0.01	$	(0.04	)	$	0.23
Net income from continuing operations																48,346			16,084			(77		)	(5,992		)	58,361
Net income from continuing operations per share-diluted ^(a)																$	0.22		$	0.07		$	—		$	(0.03	)	$	0.27
																						��
(a) Per share amounts do not sum due to rounding.															^(a) Per share amounts do not sum due to rounding.


				Special Items															Special Items
Quarter ended September 30, 2016	GAAP measure			Severance expense			Operating asset impairment and facility consolidation			Other non-operating items		Non-GAAP measure
Quarter ended September 30, 2018																GAAP measure			Severance expense			Spectrum repacking reimbursements and other			Pension payment timing related charge			Special tax benefits			Non-GAAP measure

Cost of revenues																$	306,474		$	(931	)	$	—		$	—		$	—		$	305,543
Business units - Selling, general and administrative expenses																78,439			(875		)	—			—			—			77,564
Corporate - General and administrative expenses																17,593			(5,481		)	—			—			—			12,112
Spectrum repacking reimbursements and other																(3,005		)	—			3,005			—			—			—
Operating expenses	$	333,766		$	(2,870	)	$	(15,218	)	$	—	$	315,678			384,692			(7,287		)	3,005			—			—			380,410
Operating income	185,851			2,870			15,218			—		203,939				154,284			7,287			(3,005		)	—			—			158,566
Other non-operating items	(11,874		)	—			—			13,161		1,287
Other non-operating items, net																(214		)	—			—			1,198			—			984
Total non-operating expense	(70,673		)	—			—			13,161		(57,512		)		(47,669		)	—			—			1,198			—			(46,471		)
Income before income taxes	115,178			2,870			15,218			13,161		146,427				106,615			7,287			(3,005		)	1,198			—			112,095
Provision for income taxes	38,441			1,112			5,900			3,515		48,968				13,789			1,714			(800		)	301			9,657			24,661
Income from continuing operations	76,737			1,758			9,318			9,646		97,459
Earnings from continuing operations per share - diluted ^(a)	$	0.35		$	0.01		$	0.04		$	0.04	$	0.45
Net income from continuing operations																92,826			5,573			(2,205		)	897			(9,657		)	87,434
Net income from continuing operations per share-diluted ^(a)																$	0.43		$	0.03		$	(0.01	)	$	—		$	(0.04	)	$	0.40

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

																			Special Items
Nine months ended September 30, 2019																GAAP measure			Severance expense			Acquisition-related costs			Spectrum repacking reimbursements and other			Gains on equity method investments			Other non-operating items			Special tax benefits			Non-GAAP measure

Cost of revenues																$	873,078		$	(875	)	$	—		$	—		$	—		$	—		$	—		$	872,203
Business units - Selling, general and administrative expenses																223,845			(376		)	—			—			—			—			—			223,469
Corporate - General and administrative expenses																60,363			(201		)	(29,092		)	—			—			—			—			31,070
Spectrum repacking reimbursements and other																(11,399		)	—			—			11,399			—			—			—			—
Operating expenses																1,223,248			(1,452		)	(29,092		)	11,399			—			—			—			1,204,103
Operating income																382,294			1,452			29,092			(11,399		)	—			—			—			401,439
Equity income in unconsolidated investments, net																10,922			—			—			—			(13,126		)	—			—			(2,204		)
Other non-operating items, net																6,962			—			—			—			—			(6,285		)	—			677
Total non-operating expense																(127,282		)	—			—			—			(13,126		)	(6,285		)	—			(146,693		)
Income before income taxes																255,012			1,452			29,092			(11,399		)	(13,126		)	(6,285		)	—			254,746
Provision for income taxes																52,732			359			5,931			(2,850		)	(3,169		)	(1,574		)	5,992			57,421
Net income from continuing operations																202,280			1,093			23,161			(8,549		)	(9,957		)	(4,711		)	(5,992		)	197,325
Net income from continuing operations per share-diluted																$	0.93		$	0.01		$	0.11		$	(0.04	)	$	(0.05	)	$	(0.02	)	$	(0.03	)	$	0.91

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


				Special Items																		Special Items
Nine Months Ended September 30, 2017	GAAP measure			Severance expense			Operating asset impairment			Other non-operating items		Tax benefits			Non-GAAP measure
Nine months ended September 30, 2018																			GAAP measure			Severance expense			Spectrum repacking reimbursements and other			Gain on equity method investment			Other non-operating items		Pension payment timing related charges		Special tax benefits			Non-GAAP measure

Cost of revenues																			$	873,078		$	(931	)	$	—		$	—		$	—	$	—	$	—		$	872,147
Business units - Selling, general and administrative expenses																			223,845			(875		)	—			—			—		—		—			222,970
Corporate - General and administrative expenses																			41,522			(5,481		)	—			—			—		—		—			36,041
Spectrum repacking reimbursements and other																			(9,331		)	—			9,331			—			—		—		—			—
Operating expenses	$	1,022,651		$	(3,053	)	$	(11,086	)	$	—	$	—		$	1,008,512			1,119,712			(7,287		)	9,331			—			—		—		—			1,121,756
Operating income	390,052			3,053			11,086			—		—			404,191				445,434			7,287			(9,331		)	—			—		—		—			443,390
Equity income (loss) in unconsolidated investments, net																			15,080			—			—			(16,758		)	—		—					(1,678		)
Other non-operating items	(26,853		)	—			—			31,991		—			5,138				(13,005		)	—			—			—			15,184		7,498					9,677
Total non-operating expense	(190,515		)	—			—			31,991		—			(158,524		)		(142,980		)	—			—			(16,758		)	15,184		7,498		—			(137,056		)
Income before income taxes	199,537			3,053			11,086			31,991		—			245,667				302,454			7,287			(9,331		)	(16,758		)	15,184		7,498		—			306,334
Provision for income taxes	54,855			1,174			4,104			6,921		11,724			78,778				61,929			1,714			(798		)	(4,216		)	2,178		1,909		7,007			69,723
Income from continuing operations	144,682			1,879			6,982			25,070		(11,724		)	166,889
Earnings from continuing operations per share - diluted	$	0.66		$	0.01		$	0.03		$	0.12	$	(0.05	)	$	0.77
Net income from continuing operations																			240,525			5,573			(8,533		)	(12,542		)	13,006		5,589		(7,007		)	236,611
Net income from continuing operations per share-diluted ^(a)																			$	1.11		$	0.03		$	(0.04	)	$	(0.06	)	$	0.06	$	0.03	$	(0.03	)	$	1.09

				Special Items
Nine Months Ended September 30, 2016	GAAP measure			Severance expense			Operating asset impairment			Equity investment impairment		Other non-operating items			Non-GAAP measure

Operating expenses	$	959,344		$	(20,118	)	$	(18,946	)	$	—	$	—		$	920,280
Operating income	497,889			20,118			18,946			—		—			536,953
Equity (loss) income in unconsolidated charges	(2,763		)	—			—			1,869		—			(894		)
Other non-operating items	(16,029		)	—			—			—		16,324			295
Total non-operating expense	(194,236		)	—			—			1,869		16,324			(176,043		)
Income before income taxes	303,653			20,118			18,946			1,869		16,324			360,910
Provision for income taxes	92,038			7,799			7,345			725		4,583			112,490
Income from continuing operations	211,615			12,319			11,601			1,144		11,741			248,420
Earnings from continuing operations per share - diluted	$	0.96		$	0.06		$	0.05		$	0.01	$	0.05		$	1.13

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

Adjusted Revenues

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

Quarter ended Sept. 30, Nine months ended Sept. 30,
2017 2016 Change 2017 2016 Change

Advertising & Marketing Services ^(a)
$ 277,817
$ 330,589
(16.0 %) $ 843,175
$ 934,977
(9.8 %)
Political 3,783
38,060
(90.1 %) 13,386
64,050
(79.1 %)
Subscription 177,692
143,676
23.7 % 540,345
436,292
23.8 %
Other 4,972
4,696
5.9 % 15,797
13,883
13.8 %
Cofactor —
2,596
***
—
8,031
***
Total company revenues (GAAP basis) $ 464,264
$ 519,617
(10.7 %) $ 1,412,703
$ 1,457,233
(3.1 %)
Factors impacting comparisons:
     Estimated incremental Olympic and Super Bowl $ —
$ (28,300 ) ***
$ —
$ (37,210 ) ***
     Political (3,783 ) (38,060 ) (90.1 %) (13,386 ) (64,050 ) (79.1 %)
     CoFactor (sold in December 2016) —
(2,596 ) ***
—
(8,031 ) ***
     Discontinued digital marketing services —
(13,893 ) ***
(16,673 ) (40,509 ) (58.8 %)
Total company adjusted revenues $ 460,481
$ 436,768
5.4 % $ 1,382,644
$ 1,307,433
5.8 %

(a) Includes traditional advertising, digital advertising as well as revenue from our DMS businesses.



	Quarter ended Sept. 30,								Nine months ended Sept. 30,
	2019			2018			Change		2019			2018			Change

Advertising & Marketing Services	$	297,333		$	264,852		12	%	$	851,304		$	829,638		3	%
Subscription	240,735			207,463			16	%	718,472			622,382			15	%
Political	8,131			60,410			(87	%)	14,064			93,725			(85	%)
Other	5,658			6,251			(9	%)	21,702			19,401			12	%
Total revenues (GAAP basis)	$	551,857		$	538,976		2	%	$	1,605,542		$	1,565,146		3	%
Factors impacting comparisons:
Estimated net incremental Olympic and Super Bowl	$	—		$	—		***		$	(8,000	)	$	(24,000	)	(67	%)
Political	(8,131		)	(60,410		)	(87	%)	(14,064		)	(93,725		)	(85	%)
Total company adjusted revenues (non-GAAP basis)	$	543,726		$	478,566		14	%	$	1,583,478		$	1,447,421		9	%

*** Not meaningful

Excluding the impacts of ~~Political revenue, impacts from the discontinued DMS transition services agreement, the absence of Cofactor revenue, and~~ estimated ~~prior year~~net incremental Olympic and Super Bowl and Political advertising revenue, total company adjusted revenues on a comparable basis increased ~~five percent~~$65.2 million in the third quarter 2019 and ~~six percent~~$136.1 million in the first nine months of ~~2017~~2019 compared to the same periods in ~~2016.~~2018. This increase was primarily attributable to the Recent Acquisitions and increases in subscription revenue.

Adjusted EBITDA - Non-GAAP

Reconciliations of Adjusted EBITDA to net income ~~from continuing operations attributable to TEGNA Inc.~~ presented in accordance with GAAP on our Consolidated Statements of Income are presented below (in thousands):

Quarter ended Sept. 30, Nine months ended Sept. 30,
2017 2016 Change 2017 2016 Change

Net income from continuing operations (GAAP basis) $ 50,754
$ 76,737
(34 %) $ 144,682
$ 211,615
(32 %)
Provision for income taxes 11,447
38,441
(70 %) 54,855
92,038
(40 %)
Interest expense 51,855
57,601
(10 %) 162,113
175,444
(8 %)
Equity loss in unconsolidated investments, net (866 ) 1,198
***
1,549
2,763
(44 %)
Other non-operating items 3,671
11,874
(69 %) 26,853
16,029
68 %
Operating income (GAAP basis) 116,861
185,851
(37 %) 390,052
497,889
(22 %)
Severance expense —
2,870
***
3,053
20,118
(85 %)
Asset impairment and facility consolidation charges 7,553
15,218
(50 %) 11,086
18,946
(41 %)
Adjusted operating income (non-GAAP basis) 124,414
203,939
(39 %) 404,191
536,953
(25 %)
Depreciation 15,186
13,212
15 % 41,721
42,653
(2 %)
Amortization of intangible assets 5,395
5,775
(7 %) 16,172
17,542
(8 %)
Adjusted EBITDA (non-GAAP basis) 144,995
222,926
(35 %) 462,084
597,148
(23 %)
Corporate - General and administrative expense, exclusive of depreciation (non-GAAP basis) 12,881
14,470
(11 %) 41,402
42,308
(2 %)
Adjusted EBITDA, excluding Corporate (non-GAAP basis) $ 157,876
$ 237,396
(33 %) $ 503,486
$ 639,456
(21 %)



	Quarter ended Sept. 30,								Nine months ended Sept. 30,
	2019			2018			Change		2019			2018			Change

Net income from continuing operations (GAAP basis)	$	48,346		$	92,826		(48	%)	$	202,280		$	240,525		(16	%)
Plus: Provision for income taxes	5,079			13,789			(63	%)	52,732			61,929			(15	%)
Plus: Interest expense	52,454			48,226			9	%	145,166			145,055			—	%
Plus (Less): Equity loss (income) in unconsolidated investments, net	491			(771		)	***		(10,922		)	(15,080		)	(28	%)
Plus: Other non-operating items, net	463			214			***		(6,962		)	13,005			***
Operating income (GAAP basis)	106,833			154,284			(31	%)	382,294			445,434			(14	%)
Plus: Severance expense	—			7,287			***		1,452			7,287			(80	%)
Plus: Acquisition-related costs	19,973			—			***		29,092			—			***
Less: Spectrum repacking reimbursements and other	(80		)	(3,005		)	(97	%)	(11,399		)	(9,331		)	22	%
Adjusted operating income (non-GAAP basis)	126,726			158,566			(20	%)	401,439			443,390			(9	%)
Plus: Depreciation	15,381			14,262			8	%	44,831			41,594			8	%
Plus: Amortization of intangible assets	15,018			8,047			87	%	32,530			22,791			43	%
Adjusted EBITDA (non-GAAP basis)	157,125			180,875			(13	%)	478,800			507,775			(6	%)
Corporate - General and administrative expense (non-GAAP basis)	9,819			12,112			(19	%)	31,070			36,041			(14	%)
Adjusted EBITDA, excluding Corporate (non-GAAP basis)	$	166,944		$	192,987		(13	%)	$	509,870		$	543,816		(6	%)

*** Not meaningful

~~Third~~

In the third quarter ~~2017 adjusted~~of 2019 Adjusted EBITDA margin was ~~34%~~30% without corporate expense or ~~31%~~28% with ~~corporate.~~ corporate expense. For the nine months ended September 30, 2019, Adjusted EBITDA margin was 32% without corporate expense or 30% with corporate expense.

Our total Adjusted EBITDA decreased ~~$77.9~~$23.8 millionor~~35%~~ in the third quarter of ~~2017~~2019 compared to ~~2016~~2018. Our Recent Acquisitions added Adjusted EBITDA of $14.4 million. Excluding Recent Acquisitions, Adjusted EBITDA was lower by $38.2 million. This decrease was primarily driven by the operational factors discussed above within the revenue and ~~decreased $135.1 million or 23% for~~operating expense fluctuation explanation sections, most notably, the expected decline of political revenue.

For the first nine months of ~~2017 from~~2019, Adjusted EBITDA decreased $29.0 million primarily due to the ~~prior year comparable period. The~~same factors affecting the third quarter. Our Recent Acquisitions added Adjusted EBITDA of $19.7 million. Excluding Recent Acquisitions, Adjusted EBITDA was lower by $48.7 million. This decrease was primarily driven by ~~higher programming costs (due to 11 of our NBC stations which began making reverse compensation payments for~~ the ~~first time),~~operational factors discussed above within the ~~absence of Olympic~~ revenue ~~in 2017~~ and operating expense fluctuation explanation sections. most notably, the expected decline ~~in political revenue in 2017.~~

~~Certain Matters Affecting Future Operating Results~~

~~The following items will affect year-over-year comparisons for 2017 results:~~

~~Revenues~~ ~~- In the fourth quarter~~ of 2017 revenue will be impacted primarily due to the absence of $82 million in net political revenues compared to the fourth quarter of 2016, and the absence of $16 million of DMS revenue due to the conclusion of a transition services agreement with Gannett.

~~Based on current trends, we expect total company revenues on a GAAP basis compared to the prior year quarter to be down in the high-single to low double-digits. Adjusting to remove~~ political revenue and absence of revenue ~~related to~~associated with the ~~terminated transition services agreement, we expect our fourth quarter adjusted company revenues to be up~~Winter Olympics.

Free Cash Flow Reconciliation

Our free cash flow, a non-GAAP performance measure, was $265.4 million in ~~the high single-digit to low double-digits year-over-year.~~

~~Programming Costs~~ - Beginning in January 2017, 11 of our NBC stations began making reverse compensation payments for the first time. As such, 2017 is an unusual year as there will be an unfavorable gap between the increase in subscription revenue we earn from multichannel video programming distributors (MVPD), compared to the increase in fees we will pay our affiliates. At the end of 2016, we renegotiated several new subscriptions agreements with major MVPD carriers, and as a result, we have reduced our net retransmission gap in 2017 to approximately $31 million to $34 million. Further, we expect our strategic initiatives launched in 2016 (including Premion, centralized pricing initiatives, and Hatch) will more than offset the remaining net retransmission gap in 2017.

~~Income Taxes~~ - After the spin-off of Cars.com and disposition of CareerBuilder, the recurring effective income tax rate for 2018 is anticipated to be approximately 35%. This estimated effective income tax rate is higher than that for the third quarter and the first nine months of ~~2017 due~~2019 compared to ~~tax benefits associated with~~$313.0 millionfor the ~~spin-off of Cars.com and other non-recurring items realized~~same period in ~~2017.~~2018.

Reconciliations from “Net income” to “Free cash flow” follow (in thousands):



	Nine months ended Sept. 30,
	2019			2018			Change

Net income from continuing operations (GAAP basis)	$	202,280		$	240,525		(16	%)
Plus: Provision for income taxes	52,732			61,929			(15	%)
Plus: Interest expense	145,166			145,055			—	%
Plus: Acquisition-related costs	29,092			—			***
Plus: Depreciation	44,831			41,594			8	%
Plus: Amortization	32,530			22,791			43	%
Plus: Stock-based compensation	13,887			12,292			13	%
Plus: Company stock 401(k) contribution	6,486			—			***
Plus: Syndicated programming amortization	42,510			40,235			6	%
Plus: Pension reimbursements	—			29,240			***
Plus: Severance expense	1,452			7,287			(80	%)
Plus: Cash dividend from equity investments for return on capital	751			11,295			(93	%)
Plus: Cash reimbursements from spectrum repacking	13,975			5,057			***
(Less) Plus: Other non-operating items, net	(6,962		)	13,005			***
Less: Tax payments, net of refunds	(73,457		)	(51,325		)	43	%
Less: Spectrum repacking reimbursements and other	(11,399		)	(9,331		)	22	%
Less: Equity income in unconsolidated investments, net	(10,922		)	(15,080		)	(28	%)
Less: Syndicated programming payments	(40,038		)	(40,523		)	(1	%)
Less: Pension contributions	(8,407		)	(44,175		)	(81	%)
Less: Interest payments	(117,913		)	(121,616		)	(3	%)
Less: Purchases of property and equipment	(51,231		)	(35,281		)	45	%
Free cash flow (non-GAAP basis)	$	265,363		$	312,974		(15	%)

*** Not meaningful

Liquidity, Capital Resources and Cash Flows

Our ~~strong~~ cash generation capability and financial condition, together with our significant borrowing capacity under our revolving credit agreement, are sufficient to fund our capital expenditures, interest expense, dividends, ~~share repurchases,~~ investments in strategic initiatives (including acquisitions) and other operating requirements. Over the longer term, we expect to continue to fund debt maturities, acquisitions and investments through a combination of cash flows from operations, ~~borrowings~~borrowing under our revolving credit agreement and funds raised in the capital markets.

As we summarize below, during 2017 we have completed several strategic actions that have positioned us to be able to pursue strategic acquisition opportunities that may develop in our sector, invest in new content and revenue initiatives, and grow revenue in fiscal year 2018.

~~During the second quarter we completed our spin-off~~ of Cars.com which resulted in a one-time tax-free cash distribution of $650.0 million to TEGNA. We used $609.9 million of the tax-free distribution proceeds to fully pay down our then outstanding revolving credit agreement borrowings.

On July 31, 2017, we sold our majority ownership interest in CareerBuilder. Our share of the pre-tax net cash proceeds from the sale was $198.3 million, net of cash transferred of $36.6 million. Additionally, prior to the sale, CareerBuilder issued a final dividend to its selling shareholders, of which $25.8 million was retained by TEGNA. On October 16 2017, we used the net proceeds from the CareerBuilder sale, the remaining cash distribution proceeds from Cars.com of $40.1 million, and cash on hand to early retire $280.0 million of principal of unsecured notes due in October 2019.

~~On August 1, 2017, we amended our Amended and Restated Competitive Advance and Revolving Credit Agreement. Under the amended terms, our maximum total leverage ratio will remain at 5.0x through June~~September 30, ~~2018, after which, as amended, it will be reduced to 4.75x through June~~ 2019, and then to 4.5x until the expiration of the credit agreement on June 29, 2020. Lastly, on September 19, 2017, we announced that our Board of Directors authorized a new share repurchase program for up to $300 million of our common stock over the next three years.

~~At the end of the third quarter of 2017,~~ our total debt was ~~$3.32~~$4.18 billion, ~~and~~ cash and cash equivalents totaled ~~$383.4 million. As of September 30, 2017,~~$9.2 million, and we had unused borrowing capacity of ~~$1.5~~$1.22 billion under our revolving credit facility. ~~We intend~~As of September 30, 2019, approximately $3.79 billion, or 90%, of our debt has a fixed interest rate.

Our operations have historically generated strong positive cash flow which, along with availability under our existing revolving credit facility and the ability to ~~continue~~raise funds in capital markets, provides adequate liquidity to invest in organic and strategic growth opportunities, as well as acquisitions such as our Recent Acquisitions of the Gray Stations, Justice/Quest multicast networks, Dispatch Stations and ~~also intend to maintain the financial flexibility to pursue strategic acquisitions when appropriate.~~Nexstar Stations. 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 ~~the Part II. Other Information,~~ Item 1A. ~~Risk Factors discussion below.~~“Risk Factors” in our 2018 Annual Report on Form 10-K for further discussion.

On August 15, 2019, we entered into an amendment of our Amended and Restated Competitive Advance and Revolving Credit Agreement. Under the amended terms, the $1.51 billion of revolving credit commitments and letter of credit commitments

have been extended until August 15, 2024. The amendment increased our permitted total leverage ratio as follows:



Period	Leverage Ratio
July 1, 2019 - September 30, 2020	5.50 to 1.00
October 1, 2020 - March 31, 2021	5.25 to 1.00
April 1, 2021 - September 30, 2021	5.00 to 1.00
October 1, 2021 - September 30, 2022	4.75 to 1.00
October 1, 2022 and thereafter	4.50 to 1.00

The amendment also increases the amount of unrestricted cash that we are allowed to offset debt by in our leverage ratio calculation to $500.0 million.

On September 13, 2019, we completed a private placement offering of $1.1 billion aggregate principal amount of unsecured notes bearing an interest rate of 5.00% which are due in September 2029. The net proceeds of $1.08 billion were used to finance the acquisition of the Nexstar Stations and to pay down borrowing under the revolving credit agreement.

On October 15, 2019 we repaid the remaining $320.0 million of our unsecured notes bearing fixed rate interest at 5.125% which had become due. Additionally, on October 18, 2019 we repaid $290.0 million of our $600.0 million unsecured notes bearing fixed interest at 5.125% which are due in July 2020. Both repayments were made by utilizing our revolving credit facility, which had an unused borrowing capacity of $615.0 million following these repayments.

On September 19, 2017, we announced that our Board of Directors authorized a share repurchase program for up to $300 million of our common stock over three years. During the first nine month of 2019, given acquisition investment opportunities, no shares were repurchased and as of September 30, 2019, approximately $279.1 million remained under this program. As a result of our Recent Acquisitions, we have suspended share repurchases under this program.

Cash Flows

The following table provides a summary of our cash flow information followed by a discussion of the key elements of our cash flow (in thousands):

Nine months ended Sept. 30,
2017 2016

Cash and cash equivalents from continuing operations, beginning of period $ 15,879
$ 26,096
Cash and cash equivalents from discontinued operations, beginning of period 61,041
103,104
     Balance of cash and cash equivalents, beginning of the period 76,920
129,200

Operating activities:
    Net (loss) income (88,579 ) 343,756
    Loss on write down of CareerBuilder 342,900
—
    Depreciation, amortization and other non-cash adjustments 153,242
197,025
    Pension (contributions), net of expense (12,547 ) 2,135
    Spectrum channel share agreement proceeds 32,588
—
    Other, net (76,421 ) (88,153 )
Net cash flows from operating activities 351,183
454,763
Net cash from (used for) investing activities 152,499
(273,309 )
Net cash used for financing activities (197,248 ) (203,325 )
Increase (decrease) in cash and cash equivalents 306,434
(21,871 )

Cash and cash equivalents from continuing operations, end of period 383,354
19,185
Cash and cash equivalents from discontinued operations, end of period —
88,144
     Balance of cash and cash equivalents, end of the period $ 383,354
$ 107,329



	Nine months ended Sept. 30,
	2019			2018

Balance of cash, cash equivalents and restricted cash beginning of the period	$	135,862		$	128,041

Operating activities:
Net income	202,280			244,850
Depreciation, amortization and other non-cash adjustments	75,084			54,606
Pension contributions, net of expense	(5,543		)	(39,932		)
Other, net	(57,236		)	73,136
Cash flow from operating activities	214,585			332,660
Investing activities:
Payments for acquisitions of businesses, net of cash acquired	(1,507,483		)	(328,433		)
All other investing activities	(15,544		)	(23,974		)
Cash flow used for investing activities	(1,523,027		)	(352,407		)

Cash flow provided by (used for) financing activities	1,181,774			(84,528		)
Decrease in cash, cash equivalents and restricted cash	(126,668		)	(104,275		)

Balance of cash, cash equivalents and restricted cash end of the period	$	9,194		$	23,766

Operating Activities -Cash flow from operating activities was ~~$351.2~~$214.6 million for the nine months ended September 30, ~~2017,~~2019, compared to ~~$454.8~~$332.7 million for the ~~nine months ended September 30, 2016.~~same period in 2018. The $118.1 million net decrease in ~~net~~ cash flow from operating activities was primarily due to ~~higher programming costs of $135.1 million (primarily due to the NBC affiliation agreement), the decline~~a decrease in political revenue, ~~of $50.7 million, and~~for which customers pre-pay, the absence of ~~operating cash flow Cars.com~~the Olympics in 2018 and ~~CareerBuilder following their spin-off~~lower Super Bowl related revenue, and ~~sale, respectively.~~a decline in certain payables and accruals (due to refunds paid to certain Premion customers and the payment of legal fees related to the DOJ matter described in Note 12 of the condensed consolidated financial statements). Also contributing to the decline was an increase in tax payments of $22.1 million. These ~~decreases~~amounts were partially offset by ~~declines~~a decline in ~~tax~~pension payments of ~~$40.6 million and interest payments of $19.8~~$35.6 million. ~~Also partially offsetting the net operating cash flow decrease was a cash inflow received in 2017 of $32.6 million from a spectrum channel sharing agreement.~~

Investing Activities -Cash flow ~~from~~used for investing activities ~~totaled $152.5 million~~was $1.52 billion for the nine months ended September 30, ~~2017,~~2019, compared to ~~cash used for investing activities of $273.3~~$352.4 million for the same period ~~2016.~~2018. The ~~2017 net cash inflow was primarily a result~~increase of the sale of the majority of our ownership in CareerBuilder, which provided $198.3 million of proceeds, net of cash transferred. Additionally, we had cash inflow of $15.1 million from the sale of assets, primarily comprised of proceeds of $14.6 million from the sale of Gannett Co., Inc., common stock. These inflows were partially offset by purchases of property and equipment of $63.8 million in 2017.

~~The 2016 net cash used for investing activities of $273.3~~$1,170.6 million was primarily ~~comprised of $196.8 million paid for the acquisitions of businesses (net of cash acquired) and purchase of property and equipment~~due an increase in the amount of ~~$68.6~~cash used for Recent Acquisitions. In 2019, we used $1,507.5 million for the acquisition of Gray Stations, Justice/Quest multicast networks, Dispatch and Nexstar stations as compared to the 2018 acquisition of KFMB for $328.4 million.

Financing Activities - Cash ~~used for~~flow provided by financing activities ~~totaled $197.2 million~~was $1.18 billion for the nine months ended September 30, ~~2017,~~2019, compared to ~~$203.3 million net outflow for the same period in 2016. The 2017 net outflow of~~ cash flow used for financing activities ~~was primarily due to debt activity and dividends. With regards to 2017 debt activity, prior to the completion~~ of the spin-off, Cars.com borrowed approximately $675.0 million under a revolving credit facility agreement, while incurring $6.2 million of debt issuance costs. The proceeds were used to make a one time tax-free cash distribution of $650.0 million from Cars.com to TEGNA. We used most of the cash received to pay down our then outstanding revolving credit balance of $609.9 million. Total net payments on the revolving credit facility in the first nine months of 2017 were $635.0 million. We used an additional $99.2 million to pay down other existing debt. Additionally, in 2017 we made dividend payments of $75.1 million, paid a final dividend to the noncontrolling owners of CareerBuilder of $23.0 million, and transferred $20.1 million to Cars.com in connection with the spin-off.

The 2016 net financing outflow of $203.3 million was primarily a result of stock repurchases of $150.9 million and dividend payments of $91.6 million. These outflows were partially offset by a net debt inflow of $58.7 million primarily comprised of $310.0 million of borrowings which were partially offset by debt repayments of $249.6 million.

~~Non-GAAP Liquidity Measure~~

~~Our free cash flow, a non-GAAP liquidity measure, was $287.3 million for the first nine months of 2017 compared to $386.2~~$84.5 million for the same period in ~~2016. Our free cash flow for~~2018. The change was primarily due to the issuance of $1.1 billion of Senior Notes in 2019 and the activity on our revolving credit facility. In the first nine months of ~~2017 was lower than~~2019 we had net borrowings of $223.0 million on the ~~first nine months of 2016 because of~~revolver as compared to the same ~~factors affecting cash flow from operating activities discussed above. Free cash flow, which~~period in 2018 when we ~~reconcile~~had net borrowings of $72.0 million. The borrowings in 2019 were primarily used to ~~“Net cash flow from operating activities,” is cash flow from operating activities reduced by “Purchase~~finance the Recent Acquisitions while the 2018 borrowings were primarily used to finance the acquisition of property and equipment.” We believe that free cash flow is a useful measure for management and investors to evaluate the level of cash generated by operations and the ability of our operations to fund investments in new and existing businesses, return cash to shareholders under our capital program, repay indebtedness or to use in other discretionary activities.

~~Reconciliations from “Net cash flow from operating activities” to “Free cash flow” follow (in thousands):~~

Nine months ended September 30,
2017 2016

Net cash flow from operating activities $ 351,183
$ 454,763
Purchase of property and equipment (63,846 ) (68,577 )
Free cash flow

$ 287,337
$ 386,186
KFMB.

Certain Factors Affecting Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q contain forward-looking statements regarding business strategies, market potential, future financial performance and other matters. The words “believe,” “expect,” “estimate,” “could,” “should,” “intend,” “may,” “plan,” “seek,” “anticipate,” “project” and similar expressions, among others, generally identify “forward-looking statements”. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results and events to differ materially from those anticipated in the forward-looking statements, including those described under Item 1A. “Risk Factors” in our ~~2016~~2018 Annual Report on Form 10-K.

Our actual financial results may be different from those projected due to the inherent nature of projections. Given these uncertainties, forward-looking statements should not be relied on in making investment decisions. The forward-looking

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

For quantitative and qualitative disclosures about market risk, refer to the following section of our ~~2016~~2018 Annual Report on Form 10-K: “Item 7A. Quantitative and Qualitative Disclosures about Market Risk.” Our ~~exposure~~exposures to market risk ~~has been reduced~~have not changed materially since December 31, ~~2016, due to the sale of our majority ownership in CareerBuilder, which has decreased our exposure to changes in foreign exchange rates related to CareerBuilder’s international operations.~~2018.

As of September 30, ~~2017, we had $379.2~~2019, approximately $3.79 billion of our debt has a fixed interest rate (which represents approximately 90% of our total principal debt obligation). Our remaining debt obligation of $423 million ~~in long-term~~has floating ~~rate obligations outstanding.~~interest rates. These obligations fluctuate with market interest rates. By way of comparison, a 50 basis points increase or decrease in the average interest rate for these obligations would result in a change in ~~annualized~~annual interest expense of approximately ~~$1.9~~$2.1 million. The fair value of our total debt, based on bid and ask quotes for the related debt, totaled ~~$3.49~~$4.32 billion as of September 30, ~~2017,~~2019 and ~~$4.19~~$2.96 billion as of December 31, ~~2016.~~2018.

Item 4. Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, ~~2017.~~2019. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective, as of September 30, ~~2017,~~2019, to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

~~There~~On September 19, 2019 we completed our acquisition from Nexstar Media Group of 11 local television stations in eight markets (the Nexstar Stations). In addition, on August 8, 2019 we completed our acquisition of Dispatch Broadcast Group’s two top-rated television stations and two radio stations (the Dispatch Stations). On June 18, 2019, we completed the acquisition of the remaining approximately 85% interest that we did not previously own in the multicast networks Justice Network and Quest (the Justice and Quest Networks) from Cooper Media. See Note 2 to the condensed consolidated financial statements for additional information on these three acquisitions. On a combined basis, the Nexstar Stations, Dispatch Stations and Justice and Quest Networks constitute approximately 23% of the Company’s total assets, 3% of total liabilities, and less than 7% of revenues for the three and nine months ended September 30, 2019.

We are in the process of evaluating the existing controls and procedures of these acquired businesses and integrating the acquired businesses into our system of internal control over financial reporting. In accordance with SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed, we have excluded from the above assessment of the Company’s disclosure controls and procedures the disclosure controls and procedures of these acquired businesses that are subsumed by internal control over financial reporting.

Other than the implementation of controls at the acquired Nexstar and Dispatch Stations and Justice and Quest Networks businesses, there have been no material changes in our internal controls or in other factors during the fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

~~Other than ordinary, routine litigation incidental~~See Note 12 to the condensed consolidated financial statements for information regarding our ~~business, neither we nor any of our subsidiaries currently is party to any material pending~~ legal ~~proceeding.~~proceedings.

Item 1A. Risk Factors

While we attempt to identify, manage and mitigate risks and uncertainties associated with our business, some level of risk and uncertainty will always be present. “Item 1A. Risk Factors” of our ~~2016~~2018 Annual Report on Form 10-K describes the risks and uncertainties that we believe may have the potential to materially affect our business, results of operations, financial condition, cash flows, projected results and future prospects. ~~The information below describes~~We do not believe that there have been any material changes from the risk factors previously disclosed in our ~~2016~~2018 Annual Report on Form ~~10-K and should be read in conjunction with the risk factors and information described therein.~~10-K.

The spin-off of our Cars.com business and sale of our majority ownership interest in CareerBuilder has reduced the size and diversification of our business, which in turn increases our exposure to the changes and highly competitive environment of the broadcast industry.

We now operate as a single business segment which is more exposed to the increased competition and changing regulatory environment within the broadcast industry. Broadcast companies operate in a highly competitive environment and compete for audiences, advertising & marketing services revenue and quality programing. Lower audience share, declines in advertising & marketing services revenue and increased programming costs would adversely affect our business, financial condition and results of operations.

In addition, the Federal Communications Commission (FCC) and Congress are contemplating several new laws and changes to existing media ownership and other broadcast-related regulations, regarding a wide range of matters (including permitting companies to own more stations in a single market, as well as owning more stations nationwide). Changes to FCC rules may lead to additional opportunities and increased uncertainty in the industry. We cannot be assured that we will be able to compete successfully in the future 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On September 19, 2017, we announced that our Board of Directors authorized a ~~new~~ share repurchase program for up to $300.0 million of our common stock over ~~the next~~ three years. During the third quarter of ~~2017,~~2019, no shares were ~~repurchased.~~repurchased and as of September 30, 2019, approximately $279.1 million remained under this program. As a result of our Recent Acquisitions, we have suspended share repurchases under this program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits



Exhibit Number	Description	Location

3-1	Third Restated Certificate of Incorporation of TEGNA Inc.	Incorporated by reference to Exhibit 3-1 to TEGNA Inc.’s Form 10-Q for the fiscal quarter ended April 1, 2007.

3-1-1	Amendment to Third Restated Certificate of Incorporation of TEGNA Inc.	Incorporated by reference to Exhibit 3-1 to TEGNA Inc.’s Form 8-K filed on May 1, 2015.

3-1-2	Amendment to Third Restated Certificate of Incorporation of TEGNA Inc.	Incorporated by reference to Exhibit 3-1 to TEGNA Inc.’s Form 8-K filed on July 2, 2015.

3-2	By-laws, as amended through ~~December 8, 2015.~~July 24, 2018.	Incorporated by reference to Exhibit ~~3-2~~3-1 to TEGNA Inc.’s Form 8-K filed on ~~December 11, 2015.~~July 27, 2018.

4-1	Thirteenth Supplemental Indenture, dated as of September 13, 2019, between TEGNA Inc. and U.S. Bank National Association, as Trustee.	Attached.

10-1	~~Tenth~~Twelfth Amendment, dated as of August ~~1, 2017,~~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, ~~2005,~~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.	~~Attached~~Attached..

31-1	Rule 13a-14(a) Certification of CEO.	~~Attached~~Attached..

31-2	Rule 13a-14(a) Certification of CFO.	~~Attached~~Attached..

32-1	Section 1350 Certification of CEO.	~~Attached~~Attached..

32-2	Section 1350 Certification of CFO.	~~Attached~~Attached..

~~101~~101.INS	~~The following financial information from TEGNA Inc. Quarterly Report on Form 10-Q for~~XBRL Instance Document - the ~~quarter ended September 30, 2017, formatted~~instance document does not appear in the Interactive Data File because its XBRL ~~includes: (i) Condensed Consolidated Balance Sheets at September 30, 2017 and December 31, 2016, (ii) Consolidated Statements of Income for~~tags are embedded within the quarter and year-to-date periods ended September 30, 2017 and September 30, 2016, (iii) Consolidated Statements of Comprehensive Income for the quarter and year-to-date periods ended September 30, 2017 and September 30, 2016, (iv) Condensed Consolidated Cash Flow Statements for the year-to-date periods ended September 30, 2017 and September 30, 2016, and (v) the notes to unaudited condensed consolidated financial statements. Inline XBRL document.	~~Attached~~Attached.

101.SCH	XBRL Taxonomy Extension Schema Document.	Attached.

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.	Attached.

101.DEF	XBRL Taxonomy Extension Definition Document.	Attached.

101.LAB	XBRL Taxonomy Extension Label Linkbase Document.	Attached.

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.	Attached.

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).	Attached.

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 representing less than 10% of our total consolidated assets.

* Asterisks identify management contracts and compensatory plans or arrangements.

SIGNATURE

Pursuant to the requirements 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.



Date: November ~~8, 2017~~7, 2019	TEGNA INC.

	/s/ Clifton A. McClelland III
	Clifton A. McClelland III
	Senior Vice President and Controller
	(on behalf of Registrant and as Chief Accounting Officer)

3640



Delaware			16-0442930
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

~~7950 Jones Branch Drive, McLean,~~ 8350 Broad Street, Suite 2000,	Tysons,	Virginia	~~22107-0150~~22102-5151
(Address of principal executive offices)			(Zip Code)

(703)	873-6600
(Registrant’s telephone number, including area code)



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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	TGNA	New York Stock Exchange



Large accelerated filer	x☒	Accelerated filer	¨☐

Non-accelerated filer	¨ ~~(Do not check if a smaller reporting company)~~ ☐	Smaller reporting company	¨☐

		Emerging growth company	¨☐


	Sept. 30, 2017			Dec. 31, 2016			Sept. 30, 2019			Dec. 31, 2018
	(Unaudited)			(Recast)
ASSETS
Current assets
Cash and cash equivalents	$	383,354		$	15,879		$	9,194		$	135,862
Accounts receivable, net of allowances of $3,222 and $3,404, respectively	382,791			386,074
Accounts receivable, net of allowances of $5,269 and $3,090, respectively							521,118			425,404
Other receivables	20,384			20,685			29,234			20,967
Syndicated programming rights							63,263			35,252
Prepaid expenses and other current assets	80,201			62,090			25,522			17,737
Current discontinued operations assets	—			305,960
Total current assets	866,730			790,688			648,331			635,222
Property and equipment
Cost	801,791			805,349			986,263			858,170
Less accumulated depreciation	(456,768		)	(430,028		)	(515,436		)	(482,955		)
Net property and equipment	345,023			375,321			470,827			375,215
Intangible and other assets
Goodwill	2,579,417			2,579,417			2,874,063			2,596,863
Indefinite-lived and amortizable intangible assets, less accumulated amortization	1,278,667			1,294,839			2,672,683			1,526,077
Right-of-use assets for operating leases							90,406			—
Investments and other assets	173,219			180,616			145,927			143,465
Noncurrent discontinued operations assets	—			3,321,844
Total intangible and other assets	4,031,303			7,376,716			5,783,079			4,266,405
Total assets	$	5,243,056		$	8,542,725		$	6,902,237		$	5,276,842


	Sept. 30, 2017			Dec. 31, 2016			Sept. 30, 2019			Dec. 31, 2018
	(Unaudited)			(Recast)
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	102,758		$	99,568		$	63,097		$	83,226
Accrued liabilities	219,701			200,417
Compensation							38,658			52,726
Interest							56,570			37,458
Contracts payable for programming rights							129,989			112,059
Other							71,352			49,211
Dividends payable	15,190			30,178			15,173			15,154
Income taxes	14,304			11,448
Current portion of long-term debt	280,646			646
Current discontinued operations liabilities	—			276,924
Income taxes payable							—			19,383
Total current liabilities	632,599			619,181			374,839			369,217
Noncurrent liabilities
Income taxes	19,711			22,644			9,227			13,624
Deferred income taxes	585,173			648,920
Deferred income tax liability							513,995			396,847
Long-term debt	3,035,166			4,042,749			4,180,938			2,944,466
Pension liabilities	168,024			187,290			128,517			139,375
Operating lease liabilities							101,348			—
Other noncurrent liabilities	96,508			75,438			71,677			72,389
Noncurrent discontinued operations liabilities	—			347,233
Total noncurrent liabilities	3,904,582			5,324,274			5,005,702			3,566,701
Total liabilities	4,537,181			5,943,455			5,380,541			3,935,918

Redeemable noncontrolling interests related to discontinued operations	—			46,265

Equity
TEGNA Inc. shareholders’ equity
Shareholders’ equity
Common stock of $1 par value per share, 800,000,000 shares authorized, 324,418,632 shares issued	324,419			324,419			324,419			324,419
Additional paid-in capital	390,886			473,742			252,224			301,352
Retained earnings	5,777,443			7,384,556			6,586,321			6,429,512
Accumulated other comprehensive loss	(121,073		)	(161,573		)	(133,359		)	(136,511		)
Less treasury stock at cost, 109,212,809 shares and 109,930,832 shares, respectively	(5,665,800		)	(5,749,726		)
Total TEGNA Inc. shareholders’ equity	705,875			2,271,418
Noncontrolling interests related to discontinued operations	—			281,587
Treasury stock at cost, 107,603,811 shares and 108,660,002 shares, respectively							(5,507,909		)	(5,577,848		)
Total equity	705,875			2,553,005			1,521,696			1,340,924
Total liabilities, redeemable noncontrolling interests and equity	$	5,243,056		$	8,542,725
Total liabilities and equity							$	6,902,237		$	5,276,842


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


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


Item No.		Page		Page
	PART I. FINANCIAL INFORMATION		PART I. FINANCIAL INFORMATION

1.	Financial Statements		Financial Statements

			Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018	3

	Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016	3	Consolidated Statements of Income for the Quarters and Nine Months Ended September 30, 2019 and 2018	5

	Consolidated Statements of Income for the Quarters and Nine Months Ended September 30, 2017 and 2016	5	Consolidated Statements of Comprehensive Income for the Quarters and Nine Months Ended September 30, 2019 and 2018	6

	Consolidated Statements of Comprehensive Income for the Quarters and Nine Months Ended September 30, 2017 and 2016	6	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018	7

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016	7	Consolidated Statements of Equity for the Quarters and Nine Months Ended September 30, 2019 and 2018	8

	Notes to Condensed Consolidated Financial Statements	8	Notes to Condensed Consolidated Financial Statements	10

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

3.	Quantitative and Qualitative Disclosures about Market Risk	33	Quantitative and Qualitative Disclosures about Market Risk	37

4.	Controls and Procedures	34	Controls and Procedures	37

	PART II. OTHER INFORMATION		PART II. OTHER INFORMATION

1.	Legal Proceedings	34	Legal Proceedings	38

1A.	Risk Factors	34	Risk Factors	38

2.	Unregistered Sales of Equity Securities and Use of Proceeds	34	Unregistered Sales of Equity Securities and Use of Proceeds	38

3.	Defaults Upon Senior Securities	34	Defaults Upon Senior Securities	38

4.	Mine Safety Disclosures	34	Mine Safety Disclosures	38

5.	Other Information	34	Other Information	38

6.	Exhibits	35	Exhibits	39

SIGNATURE	SIGNATURE	36	SIGNATURE	40


	Quarter ended Sept. 30,						Nine months ended Sept. 30,
	2017			2016			2017			2016			Quarter ended Sept. 30,						Nine months ended Sept. 30,
				(recast)						(recast)			2019			2018			2019			2018

Revenues	$	464,264		$	519,617		$	1,412,703		$	1,457,233		$	551,857		$	538,976		$	1,605,542		$	1,565,146

Operating expenses:
Cost of revenues, exclusive of depreciation	235,474			200,495			696,565			590,058
Business units - Selling, general and administrative expenses, exclusive of depreciation	70,914			83,039			214,645			246,280
Corporate - General and administrative expenses, exclusive of depreciation	12,881			16,027			42,462			43,865
Cost of revenues¹													306,474			271,156			873,078			793,943
Business units - Selling, general and administrative expenses													78,439			76,639			223,845			229,193
Corporate - General and administrative expenses													29,792			17,593			60,363			41,522
Depreciation	15,186			13,212			41,721			42,653			15,381			14,262			44,831			41,594
Amortization of intangible assets	5,395			5,775			16,172			17,542			15,018			8,047			32,530			22,791
Asset impairment and facility consolidation charges	7,553			15,218			11,086			18,946
Spectrum repacking reimbursements and other													(80		)	(3,005		)	(11,399		)	(9,331		)
Total	347,403			333,766			1,022,651			959,344			445,024			384,692			1,223,248			1,119,712
Operating income	116,861			185,851			390,052			497,889			106,833			154,284			382,294			445,434

Non-operating income (expense):
Equity income (loss) in unconsolidated investments, net	866			(1,198		)	(1,549		)	(2,763		)
Equity (loss) income in unconsolidated investments, net													(491		)	771			10,922			15,080
Interest expense	(51,855		)	(57,601		)	(162,113		)	(175,444		)	(52,454		)	(48,226		)	(145,166		)	(145,055		)
Other non-operating items	(3,671		)	(11,874		)	(26,853		)	(16,029		)
Other non-operating items, net													(463		)	(214		)	6,962			(13,005		)
Total	(54,660		)	(70,673		)	(190,515		)	(194,236		)	(53,408		)	(47,669		)	(127,282		)	(142,980		)

Income before income taxes	62,201			115,178			199,537			303,653			53,425			106,615			255,012			302,454
Provision for income taxes	11,447			38,441			54,855			92,038			5,079			13,789			52,732			61,929
Net Income from continuing operations	50,754			76,737			144,682			211,615			48,346			92,826			202,280			240,525
(Loss) income from discontinued operations, net of tax	(10,803		)	56,698			(233,261		)	132,141
Net income (loss)	39,951			133,435			(88,579		)	343,756
Net loss (income) attributable to noncontrolling interests from discontinued operations	2,806			(14,752		)	58,698			(40,178		)
Net income (loss) attributable to TEGNA Inc.	$	42,757		$	118,683		$	(29,881	)	$	303,578
Income from discontinued operations, net of tax													—			4,325			—			4,325
Net income													$	48,346		$	97,151		$	202,280		$	244,850

Earnings from continuing operations per share - basic	$	0.24		$	0.36		$	0.67		$	0.98		$	0.22		$	0.43		$	0.93		$	1.11
(Loss) earnings from discontinued operations per share - basic	(0.04		)	0.19			(0.81		)	0.42
Net income (loss) per share – basic	$	0.20		$	0.55		$	(0.14	)	$	1.40
Earnings from discontinued operations per share - basic													—			0.02			—			0.02
Net income per share – basic													$	0.22		$	0.45		$	0.93		$	1.13

Earnings from continuing operations per share - diluted	$	0.23		$	0.35		$	0.66		$	0.96		$	0.22		$	0.43		$	0.93		$	1.11
(Loss) earnings from discontinued operations per share - diluted	(0.04		)	0.19			(0.80		)	0.42
Net income (loss) per share – diluted	$	0.19		$	0.54		$	(0.14	)	$	1.38
Earnings from discontinued operations per share - diluted													—			0.02			—			0.02
Net income per share – diluted													$	0.22		$	0.45		$	0.93		$	1.13

Weighted average number of common shares outstanding:
Basic shares	215,863			214,813			215,558			216,865			217,315			216,015			217,040			216,210
Diluted shares	218,095			218,099			217,827			220,511			218,310			216,348			217,808			216,617

Dividends declared per share	$	0.07		$	0.14		$	0.28		$	0.42
¹Cost of revenues exclude charges for depreciation and amortization expense, which are shown separately above.													¹Cost of revenues exclude charges for depreciation and amortization expense, which are shown separately above.



	TEGNA Inc. Shareholders’ Equity			Noncontrolling Interests			Total Equity

Balance at Dec. 31, 2016	$	2,271,418		$	281,587		$	2,553,005
Comprehensive income:
Net loss	(29,881		)	(58,698		)	(88,579		)
Redeemable noncontrolling interests (income not available to shareholders)	—			(2,797		)	(2,797		)
Other comprehensive income	34,241			5,819			40,060
Total comprehensive income (loss)	4,360			(55,676		)	(51,316		)
Dividends declared	(60,121		)	—			(60,121		)
Stock-based compensation	14,189			—			14,189
Treasury shares acquired	(8,453		)	—			(8,453		)
Spin-off of Cars.com	(1,510,851		)	—			(1,510,851		)
Deconsolidation of CareerBuilder	—			(225,911		)	(225,911		)
Other activity, including shares withheld for employee taxes	(4,667		)	—			(4,667		)
Balance at Sept. 30, 2017	$	705,875		$	—		$	705,875

Balance at Dec. 31, 2015	$	2,191,971		$	264,773		$	2,456,744
Comprehensive income:
Net income	303,578			40,178			343,756
Redeemable noncontrolling interests (income not available to shareholders)	—			(3,628		)	(3,628		)
Other comprehensive (loss)	(8,497		)	(3,737		)	(12,234		)
Total comprehensive income	295,081			32,813			327,894
Dividends declared	(90,755		)	—			(90,755		)
Stock-based compensation	13,216			—			13,216
Treasury shares acquired	(150,917		)	—			(150,917		)
Spin-off of Publishing businesses	(39,456		)	—			(39,456		)
Other activity, including shares withheld for employee taxes	(17,645		)	(2,923		)	(20,568		)
Balance at Sept. 30, 2016	$	2,201,495		$	294,663		$	2,496,158



	Retirement Plans			Foreign Currency Translation (1)			Other			Total

Quarters Ended:
Balance at June 30, 2017	$	(124,632	)	$	(23,608	)	$	2,364		$	(145,876	)
Other comprehensive income before reclassifications	—			1,428			—			1,428
Amounts reclassified from AOCL	1,351			22,024			—			23,375
Other comprehensive income	1,351			23,452			—			24,803
Balance at Sept. 30, 2017	$	(123,281	)	$	(156	)	$	2,364		$	(121,073	)

Balance at June 30, 2016	$	(113,854	)	$	(23,282	)	$	1,400		$	(135,736	)
Other comprehensive loss before reclassifications	—			(1,043		)	(3,743		)	(4,786		)
Amounts reclassified from AOCL	1,075			—			—			1,075
Other comprehensive income (loss)	1,075			(1,043		)	(3,743		)	(3,711		)
Balance at Sept. 30, 2016	$	(112,779	)	$	(24,325	)	$	(2,343	)	$	(139,447	)


	Retirement Plans			Foreign Currency Translation (1)			Other			Total

Nine Months Ended:
Balance at Dec. 31, 2016	$	(127,341	)	$	(28,560	)	$	(5,672	)	$	(161,573	)
Other comprehensive income (loss) before reclassifications	—			6,380			(1,707		)	4,673
Amounts reclassified from AOCL	4,060			22,024			9,743			35,827
Other comprehensive income	4,060			28,404			8,036			40,500
Balance at Sept. 30, 2017	$	(123,281	)	$	(156	)	$	2,364		$	(121,073	)

Balance at Dec. 31, 2015	$	(116,496	)	$	(20,129	)	$	5,674		$	(130,951	)
Other comprehensive loss before reclassifications	—			(4,196		)	(8,017		)	(12,213		)
Amounts reclassified from AOCL	3,717			—			—			3,717
Other comprehensive income (loss)	3,717			(4,196		)	(8,017		)	(8,496		)
Balance at Sept. 30, 2016	$	(112,779	)	$	(24,325	)	$	(2,343	)	$	(139,447	)

(1) Our entire foreign currency translation adjustment is related to our CareerBuilder investment. As a result of deconsolidating the investment due to the sale of our majority ownership, we reclassified the translation adjustment from AOCL to the Consolidated Statement of Income as of the date of sale, July 31, 2017. Due to the noncontrolling stake that we retained in CareerBuilder, we will continue to record our ownership share of foreign currently translation adjustments through our equity method investment.



	Fair Value Measurements as of Sept. 30, 2017
	Level 1		Level 2		Level 3		Total

Available for sale investment	—		—		—		—
Total	$	—	$	—	$	—	$	—

Deferred compensation investments valued using net asset value as a practical expedient:
Interest in registered investment companies							$	14,921
Fixed income fund							13,672
Total investments at fair value							$	28,593



	Quarter ended Sept. 30,						Nine months ended Sept. 30,
	2017 (1)			2016			2017 (1)			2016 (2)

Operating revenues	$	54,874		$	340,649		$	647,021		$	999,929

Cost of revenue and SG&A expenses	60,301			228,152			522,287			708,815
Depreciation	—			9,421			19,569			24,843
Amortization	—			23,385			40,300			68,159
Loss on sale of CareerBuilder	(1,872		)	—			342,900			—
Total operating expenses	58,429			260,958			925,056			801,817

Total operating (loss) income	(3,555		)	79,691			(278,035		)	198,112

Non-operating income (expense)	647			(3,304		)	(1,078		)	(8,989		)

(Loss) income from discontinued operations, before income taxes	(2,908		)	76,387			(279,113		)	189,123
Provision for income taxes	(7,895		)	(19,689		)	45,852			(56,982		)
(Loss) income from discontinued operations, net of tax	$	(10,803	)	$	56,698		$	(233,261	)	$	132,141

(1) The quarter and nine months ended September 30, 2017 include CareerBuilder’s operations through the date of sale on July 31, 2017. Cars.com operations are included in the nine months ended September 30, 2017 through the date of spin-off on May 31, 2017.
(2) The nine months ended September 30, 2016 include approximately $7.5 million of net loss from discontinued operations related to the operations of our former Sightline business through the date of sale on March 18, 2016.



	Nine months ended September 30,
	2017			2016

Net cash flow from operating activities	$	351,183		$	454,763
Purchase of property and equipment	(63,846		)	(68,577		)
Free cash flow	$	287,337		$	386,186