Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 17, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 1-6961 | ||
Entity Registrant Name | TEGNA INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 16-0442930 | ||
Entity Address, Address Line One | 8350 Broad Street, | ||
Entity Address, Address Line Two | Suite 2000, | ||
Entity Address, City or Town | Tysons, | ||
Entity Address, State or Province | VA | ||
Entity Address, Postal Zip Code | 22102-5151 | ||
City Area Code | (703) | ||
Local Phone Number | 873-6600 | ||
Title of 12(b) Security | Common Stock, par value $1.00 per share | ||
Trading Symbol | TGNA | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,639,159,645 | ||
Entity Common Stock, Shares Outstanding | 223,552,503 | ||
Documents Incorporated by Reference | Information pertaining to Part III of this Form 10-K is incorporated by reference to our 2023 definitive proxy statement or, if not filed within 120 days of December 31, 2022 , as an amended report on Form 10-K/A filed in the same time period. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000039899 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 238 |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Washington, District of Columbia |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 551,681 | $ 56,989 |
Accounts receivable, net of allowances of $3,697 and $4,371, respectively | 658,318 | 642,280 |
Other receivables | 13,493 | 15,496 |
Syndicated programming rights | 44,064 | 53,100 |
Prepaid expenses and other current assets | 36,152 | 19,724 |
Total current assets | 1,303,708 | 787,589 |
Property and equipment | ||
Land | 86,447 | 86,447 |
Buildings and improvements | 346,341 | 341,112 |
Equipment, furniture and fixtures | 625,754 | 615,531 |
Construction in progress | 8,649 | 10,761 |
Total | 1,067,191 | 1,053,851 |
Less accumulated depreciation | (610,138) | (586,656) |
Net property and equipment | 457,053 | 467,195 |
Intangible and other assets | ||
Goodwill | 2,981,587 | 2,981,587 |
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $348,087 and $298,593, respectively | 2,381,606 | 2,441,488 |
Right-of-use assets for operating leases | 78,448 | 87,279 |
Investments and other assets | 126,494 | 152,508 |
Total intangible and other assets | 5,568,135 | 5,662,862 |
Total assets | 7,328,896 | 6,917,646 |
Current liabilities | ||
Accounts payable | 76,212 | 72,996 |
Accrued liabilities | ||
Compensation | 50,339 | 55,179 |
Interest | 45,480 | 45,905 |
Contracts payable for programming rights | 117,743 | 98,534 |
Other | 78,265 | 91,098 |
Income taxes payable | 22,985 | 11,420 |
Total current liabilities | 391,024 | 375,132 |
Noncurrent liabilities | ||
Net deferred income tax liabilities | 556,131 | 548,374 |
Long-term debt | 3,069,316 | 3,231,970 |
Pension liabilities | 73,684 | 58,063 |
Operating lease liabilities | 79,503 | 88,970 |
Other noncurrent liabilities | 70,098 | 79,102 |
Total noncurrent liabilities | 3,848,732 | 4,006,479 |
Total liabilities | 4,239,756 | 4,381,611 |
Commitments and contingent liabilities (see Note 11) | ||
Redeemable noncontrolling interest (see Note 1) | 17,418 | 16,129 |
Shareholders’ equity | ||
Common stock of $1 par value per share, 800,000,000 shares authorized, 324,418,632 shares issued | 324,419 | 324,419 |
Additional paid-in capital | 27,941 | 27,941 |
Retained earnings | 7,898,055 | 7,459,380 |
Accumulated other comprehensive loss | (125,533) | (97,216) |
Less treasury stock at cost, 100,970,426 shares and 103,012,455 shares, respectively | (5,053,160) | (5,194,618) |
Total equity | 3,071,722 | 2,519,906 |
Total liabilities, redeemable noncontrolling interest and equity | $ 7,328,896 | $ 6,917,646 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 3,697 | $ 4,371 |
Accumulated amortization | $ 348,087 | $ 298,593 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, authorized (in shares) | 800,000,000 | 800,000,000 |
Common stock, issued (in shares) | 324,418,632 | 324,418,632 |
Treasury stock (in shares) | 100,970,426 | 103,012,455 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Statement [Abstract] | ||||
Revenues | $ 3,279,245 | $ 2,991,093 | $ 2,937,780 | |
Operating expenses: | ||||
Cost of revenues | [1] | 1,693,221 | 1,598,759 | 1,503,287 |
Business units - Selling, general and administrative expenses | 414,530 | 396,446 | 365,601 | |
Corporate - General and administrative expenses | 60,108 | 68,127 | 73,295 | |
Depreciation | 61,195 | 64,841 | 66,880 | |
Amortization of intangible assets | 59,882 | 63,011 | 67,690 | |
Spectrum repacking reimbursements and other, net (see Note 10) | (323) | (2,307) | (9,955) | |
Total | 2,288,613 | 2,188,877 | 2,066,798 | |
Operating income | 990,632 | 802,216 | 870,982 | |
Non-operating income (expense): | ||||
Equity (loss) income in unconsolidated investments, net | (4,473) | (9,713) | 10,397 | |
Interest expense | (174,022) | (185,650) | (210,294) | |
Other non-operating items, net | 21,431 | 6,825 | (34,029) | |
Total | (157,064) | (188,538) | (233,926) | |
Income before income taxes | 833,568 | 613,678 | 637,056 | |
Provision for income taxes | 202,370 | 135,481 | 154,293 | |
Net Income | 631,198 | 478,197 | 482,763 | |
Net (income) loss attributable to redeemable noncontrolling interest | (729) | (1,242) | 15 | |
Net income attributable to TEGNA Inc. | $ 630,469 | $ 476,955 | $ 482,778 | |
Earnings per share - basic (in dollars per share) | $ 2.82 | $ 2.15 | $ 2.20 | |
Earnings per share - diluted (in dollars per share) | $ 2.81 | $ 2.14 | $ 2.19 | |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 223,652 | 221,504 | 219,232 | |
Diluted (in shares) | 224,486 | 222,471 | 219,733 | |
[1]Cost of revenues exclude charges for depreciation and amortization expense, which are shown separately above. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 631,198 | $ 478,197 | $ 482,763 |
Other comprehensive (loss) income, before tax: | |||
Foreign currency translation adjustments | 142 | 743 | 138 |
Pension and other post-retirement benefit items: | |||
Recognition of previously deferred post-retirement benefit plan costs | 4,158 | 5,217 | 6,209 |
Actuarial (loss) gain arising during the period | (21,892) | 4,463 | 22,574 |
Pension payment timing related charge | 300 | 946 | 0 |
Pension and other postretirement benefit items | (17,434) | 10,626 | 28,783 |
Realized gain on available-for-sale investment during the period | (20,800) | 0 | 0 |
Unrealized gain on available-for-sale investment during the period | 0 | 20,800 | 0 |
Other comprehensive income (loss), before tax | (38,092) | 32,169 | 28,921 |
Income tax effect related to components of other comprehensive income (loss) | 9,775 | (8,309) | (7,400) |
Other comprehensive income (loss), net of tax | (28,317) | 23,860 | 21,521 |
Comprehensive income | 602,881 | 502,057 | 504,284 |
Comprehensive loss attributable to redeemable non-controlling interest | (729) | (1,242) | 15 |
Total comprehensive income | $ 602,152 | $ 500,815 | $ 504,299 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income | $ 631,198 | $ 478,197 | $ 482,763 |
Adjustments to reconcile net income to net cash flows from operating activities: | |||
Depreciation | 61,195 | 64,841 | 66,880 |
Amortization of intangible assets | 59,882 | 63,011 | 67,690 |
Stock-based compensation | 30,481 | 31,515 | 20,306 |
Company stock 401(k) contribution | 18,661 | 17,142 | 16,469 |
Amortization of deferred financing costs, debt discounts and premiums | 6,919 | 8,323 | 20,251 |
(Gains) losses on assets | (18,308) | 0 | 12,457 |
Provision for deferred income taxes | 17,476 | 9,916 | 8,533 |
Equity loss (income) in unconsolidated investees, net | 4,473 | 9,713 | (10,397) |
Pension contributions, net of expense | (3,487) | (19,139) | (10,400) |
Changes in operating assets and liabilities, net of acquisitions: | |||
(Increase) decrease in accounts receivable | (15,365) | (88,687) | 27,474 |
Increase in accounts payable | 3,216 | 14,947 | 7,245 |
Increase (decrease) in interest and taxes payable | 15,330 | (53,303) | 66,466 |
(Decrease) increase in deferred revenue | (2,151) | 1,589 | 1,013 |
Changes in other assets and liabilities, net | 2,631 | (36,453) | 28,386 |
Net cash flows from operating activities | 812,151 | 501,612 | 805,136 |
Cash flows from investing activities: | |||
Purchase of property and equipment | (51,333) | (63,076) | (45,499) |
Reimbursement from spectrum repacking | 323 | 4,942 | 13,180 |
Payments for acquisitions of businesses and other assets, net of cash acquired | 0 | (13,335) | (34,841) |
Payments for investments | (5,691) | (1,791) | (2,415) |
Proceeds from investments | 4,997 | 3,701 | 5,028 |
Proceeds from sale of assets | 472 | 303 | 5,026 |
Net cash used for investing activities | (51,232) | (69,256) | (59,521) |
Cash flows from by financing activities: | |||
Payments of borrowings under revolving credit facilities, net | (166,000) | (189,000) | (548,000) |
Dividends paid | (84,756) | (78,465) | (76,465) |
Proceeds from borrowings | 0 | 0 | 1,550,000 |
Debt repayments | 0 | (137,000) | (1,623,000) |
Payments for debt issuance and premiums for early redemption costs | 0 | (1,256) | (41,378) |
Proceeds from sale of minority ownership interest in Premion | 0 | 0 | 14,000 |
Other, net | (15,471) | (10,614) | (9,208) |
Net cash used for financing activities | (266,227) | (416,335) | (734,051) |
Increase in cash | 494,692 | 16,021 | 11,564 |
Balance of cash at beginning of year | 56,989 | 40,968 | 29,404 |
Balance of cash at end of year | 551,681 | 56,989 | 40,968 |
Supplemental cash flow information: | |||
Cash paid for income taxes, net of refunds | 171,095 | 179,164 | 84,889 |
Cash paid for interest | $ 167,533 | $ 179,803 | $ 200,766 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTEREST - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income (loss) | Treasury stock |
Beginning balance at Dec. 31, 2019 | $ 0 | |||||
Redeemable noncontrolling interest | ||||||
Net income | (15) | |||||
Sale of minority interest in Premion | 14,000 | |||||
Adjustment of redeemable noncontrolling interest to redemption value | 948 | |||||
Ending balance at Dec. 31, 2020 | 14,933 | |||||
Beginning Balance at Dec. 31, 2019 | 1,590,377 | $ 324,419 | $ 247,497 | $ 6,655,088 | $ (142,597) | $ (5,494,030) |
TEGNA Inc. Shareholders’ Equity | ||||||
Net income | 482,778 | 482,778 | ||||
Other comprehensive income (loss), net of tax | 21,521 | 21,521 | ||||
Total comprehensive income | 504,299 | |||||
Dividends declared | (61,278) | (61,278) | ||||
Company stock 401(k) contribution | 16,469 | (71,808) | 88,277 | |||
Stock-based awards activity | (9,207) | (80,805) | 71,598 | |||
Stock-based compensation | 20,306 | 20,306 | ||||
Adjustment of redeemable noncontrolling interest to redemption value | (948) | (948) | ||||
Other activity | (1,923) | (1,923) | ||||
Ending Balance at Dec. 31, 2020 | 2,058,095 | 324,419 | 113,267 | 7,075,640 | (121,076) | (5,334,155) |
Redeemable noncontrolling interest | ||||||
Net income | 1,242 | |||||
Adjustment of redeemable noncontrolling interest to redemption value | (46) | |||||
Ending balance at Dec. 31, 2021 | 16,129 | |||||
TEGNA Inc. Shareholders’ Equity | ||||||
Net income | 476,955 | 476,955 | ||||
Other comprehensive income (loss), net of tax | 23,860 | 23,860 | ||||
Total comprehensive income | 500,815 | |||||
Dividends declared | (78,466) | (78,466) | ||||
Company stock 401(k) contribution | 17,142 | (32,777) | (14,795) | 64,714 | ||
Stock-based awards activity | (10,613) | (85,436) | 74,823 | |||
Stock-based compensation | 31,515 | 31,515 | ||||
Adjustment of redeemable noncontrolling interest to redemption value | 46 | 46 | ||||
Other activity | 1,372 | 1,372 | ||||
Ending Balance at Dec. 31, 2021 | 2,519,906 | 324,419 | 27,941 | 7,459,380 | (97,216) | (5,194,618) |
Redeemable noncontrolling interest | ||||||
Net income | 729 | |||||
Adjustment of redeemable noncontrolling interest to redemption value | 560 | |||||
Ending balance at Dec. 31, 2022 | 17,418 | |||||
TEGNA Inc. Shareholders’ Equity | ||||||
Net income | 630,469 | 630,469 | ||||
Other comprehensive income (loss), net of tax | (28,317) | (28,317) | ||||
Total comprehensive income | 602,152 | |||||
Dividends declared | (84,756) | (84,756) | ||||
Company stock 401(k) contribution | 18,661 | (19,494) | (22,975) | 61,130 | ||
Stock-based awards activity | (15,471) | (12,296) | (83,503) | 80,328 | ||
Stock-based compensation | 30,481 | 30,481 | ||||
Adjustment of redeemable noncontrolling interest to redemption value | (560) | (560) | ||||
Other activity | 1,309 | 1,309 | ||||
Ending Balance at Dec. 31, 2022 | $ 3,071,722 | $ 324,419 | $ 27,941 | $ 7,898,055 | $ (125,533) | $ (5,053,160) |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTEREST (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends declared, per share (in dollars per share) | $ 0.38 | $ 0.35 | $ 0.28 |
Description of business, basis
Description of business, basis of presentation and summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of business, basis of presentation and summary of significant accounting policies | Description of business, basis of presentation and summary of significant accounting policies Description of business : We are an innovative media company serving the greater good of our communities. Our business includes 64 television stations operating in 51 U.S. markets, offering high-quality television programming and digital content. Each television station also has a robust digital presence across online, mobile and social platforms, reaching consumers on all devices and platforms they use to consume news content. We also own two radio stations in Columbus, OH and leading multicast networks True Crime Network, Twist and Quest. Through TEGNA Marketing Solutions (TMS), our integrated sales and back-end fulfillment operations, we deliver results for advertisers across television, digital and over-the-top (OTT) platforms, including Premion, our OTT advertising network. Use of estimates: The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). In doing so, we are required to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates include, but are not limited to, evaluation of goodwill and other intangible assets for impairment, allocation of purchase price to assets and liabilities in business combinations , fair value measurements, post-retirement benefit plans, income taxes including deferred tax assets, and contingencies. Basis of presentation: The consolidated financial statements include the accounts of subsidiaries we control and variable interest entities if we are the primary beneficiary. We eliminate all intercompany balances, transactions, and profits in consolidation. Investments in entities for which we have significant influence, but do not have control, are accounted for under the equity method. Our share of net earnings and losses from these ventures is included in “Equity (loss) income in unconsolidated investments, net” in the Consolidated Statements of Income. Merger Agreement: On February 22, 2022, we entered into an Agreement and Plan of Merger (as amended, the Merger Agreement), with Teton Parent Corp., a newly formed Delaware corporation (Parent), Teton Merger Corp., a newly formed Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and solely for purposes of certain provisions specified therein, other subsidiaries of Parent, certain affiliates of Standard General L.P., a Delaware limited partnership (Standard General) and CMG Media Corporation, a Delaware corporation (CMG), and certain of its subsidiaries. Parent, Merger Sub, the other subsidiaries of Parent, those affiliates of Standard General, CMG and those subsidiaries of CMG, are collectively, referred to as the “Parent Restructuring Entities.” The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into TEGNA (the Merger), with TEGNA continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent. The Merger Agreement provides that each share of common stock, par value $1.00 per share, of TEGNA (the Common Stock) outstanding immediately prior to the effective time of the Merger (the Effective Time), other than certain excluded shares, will at the Effective Time automatically be converted into the right to receive (i) $24.00 per share of Common Stock in cash, without interest, plus (ii) additional amounts in cash, without interest, if the Merger does not close within a certain period of time after the date of the Merger Agreement. TEGNA shareholders will receive additional cash consideration in the form of a “ticking fee” of (a) if the Closing Date occurs after November 22, 2022 and before February 22, 2023, an amount in cash equal to (i) $0.00166667 multiplied by (ii) the number of calendar days elapsed after November 22, 2022 to and including the Closing Date, (b) if the Closing Date occurs on or after February 22, 2023 and before March 22, 2023, an amount in cash equal to (i) $0.15333333 plus (ii)(A) $0.0025 multiplied by (B) the number of calendar days elapsed after February 22, 2023 to and including the Closing Date, (c) if the Closing Date occurs on or after March 22, 2023 and before April 22, 2023, an amount in cash equal to (i) $0.22333333 plus (ii)(A) $0.00333333 multiplied by (B) the number of calendar days elapsed after March 22, 2023 to and including the Closing Date and (d) if the Closing Date occurs on or after April 22, 2023 and before May 22, 2023, an amount in cash equal to (i) $0.3266667 plus (ii)(A) $0.00416667 multiplied by (B) the number of calendar days elapsed after April 22, 2023 to and including the Closing Date. The Merger Agreement contains certain termination rights and provides that, upon termination of the Merger Agreement under certain specified circumstances, Parent will be required to pay TEGNA a termination fee of either $136.0 million or $272.0 million. TEGNA has made customary representations, warranties and covenants in the Merger Agreement. If the Merger is consummated, the Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934. On March 10, 2022, TEGNA, Parent, Merger Sub, and, solely for purposes of certain provisions specified therein, the other Parent Restructuring Entities, entered into an amendment to the Merger Agreement (the Amendment). The Amendment provides, among other things and subject to the terms and conditions set forth therein, that certain regulatory efforts covenants will apply with respect to certain station transfers from Parent or an affiliate of Parent to CMG or an affiliate of CMG that are contemplated to be consummated as of immediately following the Effective Time. On May 17, 2022 the stockholders of TEGNA voted to adopt the Merger Agreement. On February 21, 2023, TEGNA elected, pursuant to the terms of the Merger Agreement, to extend the Outside Date (as defined in the Merger Agreement) from 5:00 p.m. Eastern time on February 22, 2023 to 5:00 p.m. Eastern time on May 22, 2023. All waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the Merger and related transactions have expired. The closing of the Merger remains subject to the approval of the Federal Communications Commission (the “FCC”) and customary closing conditions. On February 24, 2023, the FCC issued a hearing designation order with respect to the transaction. TEGNA is currently evaluating its options. Segment presentation: We operate one operating and reportable segment, which primarily consists of our 64 television stations and two radio stations operating in 51 markets. Our reportable segment structure has been determined based on our management and internal reporting structure, the nature of products and services we offer, and the financial information that is evaluated regularly by our chief operating decision maker. Cash and cash equivalents: Cash and cash equivalents consist of cash and highly liquid short-term investments with original maturities of three months or less. Cash and cash equivalents are carried at cost plus accrued interest, which approximates fair value. Trade receivables and allowances for doubtful accounts: Trade receivables are recorded at invoiced amounts and generally do not bear interest. The allowance for doubtful accounts reflects our estimate of credit exposure, determined principally on the basis of our collection experience, aging of our receivables and any specific reserves needed for certain customers based on their credit risk. Our allowance also takes into account expected future trends which may impact our customers’ ability to pay, such as economic growth (or declines), unemployment and demand for our products and services. We monitor the credit quality of our customers and their ability to pay through the use of analytics and communication with individual customers. Bad debt expense is included in “Business units - Selling, general and administrative expenses” on our Consolidated Statements of Income. In 2022, we had bad debt expense of $3.1 million. In 2021, we had a net reversal of bad debt expense of $(0.7) million due to improved collection trends in 2021 and we had bad debt expense of $8.0 million in 2020. Write-offs of trade receivables (net of recoveries) were $3.8 million in 2022, $1.9 million in 2021 and $4.7 million in 2020. Property and equipment: Property and equipment are recorded at cost, and depreciation expense is recorded generally on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives are generally: buildings and improvements, 10 to 40 years; and machinery, equipment and fixtures, 3 to 25 years. Expenditures for maintenance and repairs are expensed as incurred. Valuation of long-lived assets: We review the carrying amount of long-lived assets (mostly property and equipment and definite-lived intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Once an indicator of potential impairment has occurred, the impairment test is based on whether the intent is to hold the asset for continued use or to hold the asset for sale. If the intent is to hold the asset for continued use, the impairment test first requires a comparison of projected undiscounted future cash flows against the carrying amount of the asset group. If the carrying value of the asset group exceeds the estimated undiscounted future cash flows, the asset group would be deemed to be potentially impaired. The impairment, if any, would be measured based on the amount by which the carrying amount exceeds the fair value. Fair value is determined primarily using the projected future cash flows, discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. We recognized impairment charges in 2021 related to long-lived assets. See Note 10 for further discussion. Goodwill and indefinite-lived intangible assets: The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Goodwill represents the excess of acquisition cost over the fair value of assets acquired, including identifiable intangible assets, net of liabilities assumed. Our goodwill balance was $2.98 billion as of both December 31, 2022 and 2021. Goodwill is tested for impairment on an annual basis (first day of our fourth quarter) or between annual tests if events or changes in circumstances indicate that the fair value of our reporting unit may be below its carrying amount. Before performing the annual goodwill impairment test quantitatively, we first have the option to perform a qualitative assessment to determine if the quantitative test must be completed. The qualitative assessment considers events and circumstances such as macroeconomic conditions, industry and market conditions, cost factors and overall financial performance, as well as company and specific reporting unit specifications. If after performing this assessment, we conclude it is more likely than not that the fair value of a reporting unit is less than its carrying amou nt, then we are required to perform the quantitative test. Otherwise, the quantitative test is not required. In 2022 , we elected not to perform the optional qualitative assessment of goodwill and instead performed the quantitative impairment test. Goodwill is accounted for at the segment level and allocated to, and tested for impairment at, a level referred to as the reporting unit. We have determined that our one segment, Media, consists of a single reporting unit. When performing the quantitative test, we determine the fair value of the reporting unit and compare it to the carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, the reporting unit’s goodwill is impaired and we must recognize an impairment loss for the difference between the carrying amount and the fair value of the reporting unit. We estimate the fair value of our reporting unit based on a market-based valuation methodology, which is primarily based on our consolidated market capitalization plus a reasonable control premium. In the fourth quarter of 2022, we completed our annual goodwill impairment test for our reporting unit. The results of the test indicated that the estimated fair value of our reporting unit significantly exceeded the carrying value. We also have significant intangible assets with indefinite lives associated with FCC broadcast licenses related to our acquisitions of television and radio stations. The FCC broadcast licenses are recorded at their estimated fair value at the date of acquisition. Fair value is estimated using an income approach called the Greenfield method, which utilizes a discounted cash flow model that incorporates several key assumptions, including market revenues, long-term growth projections, estimated market share for a typical market participant, estimated profit margins based on market size and station type, and a discount rate (determined using a weighted average cost of capital). Since these licenses are considered indefinite lived intangible assets we do not amortize them, rather they are tested for impairment annually (first day of our fourth quarter), or more often if circumstances dictate, for impairment and written down to fair value as required. We have the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of the indefinite lived asset is more than its carrying amount. If that is the case, then we do not need to perform the quantitative analysis. The qualitative assessment considers trends in macroeconomic conditions, industry and market conditions, cost factors and overall financial performance of the indefinite lived asset. In 2022, we elected to perform the quantitative assessment for certain FCC lice nses which have experienced limited headroom in recent years. The aggregate carrying value of such licenses is $412.2 million . No impairment charges were recorded as a result of this analysis. However, material adverse changes in any of the significant valuation inputs could result in future declines in the fair value of these FCC license assets, and could result in non-cash impairment charges which could have a material adverse impact on our future results from operations and financial position. We performed the optional qualitative assessment for all of our other FCC licenses, which represented an aggregate carrying value of $1.71 billion. In performing the qualitative impairment analysis, we analyzed trends in the significant inputs used in the fair value determination of the FCC license assets. This included reviewing trends in market revenues, market share, profit margins, long-term expected growth rates, and changes in the discount rate. The results of our qualitative procedures showed no material adverse change in inputs that would indicate an impairment exists since the last quantitative test of these assets. As such, we concluded it was more likely than not that the fair value of these indefinite lived FCC broadcast licenses was more than their carrying amounts and therefore, we did not perform a quantitative test on these licenses in 2022. Investments and other assets: Investments where we have the ability to exercise significant influence, but do not control, are accounted for under the equity method of accounting. Significant influence typically exists if we have a 20% to 50% ownership interest in the investee. Under this method of accounting, our share of the net earnings or losses of the investee is included in non-operating income on our Consolidated Statement of Income. We evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. Certain differences exist between our investment carrying value and the underlying equity of the investee companies principally due to fair value measurement at the date of investment acquisition and due to impairment charges we recorded for certain of the investments. Investments in the equity of non-public businesses that do not have readily determinable pricing, and for which we do not have control or do not exert significant influence, are carried at cost less impairments, if any, plus or minus changes in observable prices for those investments. Gains or losses resulting from changes in the carrying value of these investments are included as a non-operating expense on our Consolidated Statements of Income. As of December 31, 2022 and 2021, such investments totaled $20.2 million and $20.3 million, respectively. During 2022, we recorded a $2.5 million impairment charge on one such investment. In 2021, we recorded a $1.9 million gain for one of these investments and a $1.9 million impairment charge on a different investment. During 2020, we recorded a $9.2 million impairment charge related to the decline in fair value of one of our investees. Our television stations are party to program broadcasting contracts which provide us with rights to broadcast syndicated programs, original series and films. These contracts are recorded at the gross amount of the related liability when the programs are available for telecasting. The related assets are recorded at the lower of cost or estimated net realizable value. Program assets are classified as current (as a prepaid expense) or noncurrent (as an other asset) in the Consolidated Balance Sheets, based on when the programming is expected to air. Expense is recognized on a straight line basis which appropriately matches the cost of the programs with the revenues associated with them. During 2022, 2021 and 2020, we incurred programming expense of $68.8 million, $70.7 million and $71.1 million, respectively. Programming expense is included in “Cost of revenues” within our Consolidated Statements of Income. As of December 31, 2022, $44.1 million of programming assets existed which we expect to be expensed within the next twelve months. The liability for these contracts is classified as current or noncurrent in accordance with the payment terms of the contracts. The payment period generally coincides with the period of telecast for the programs, but may be shorter. We evaluate the net realizable value of our program broadcasting contract assets when a triggering event occurs, such as a change in our intended usage, or sustained lower than expected ratings for the program. Impairment analyses are performed at the syndicated program level (across all stations that utilize the program). We determine the net realizable value based on a projection of the estimated revenues less projected direct costs associated with the syndicated program (which is classified as Level 3 in the fair value hierarchy). If the future direct costs exceed expected revenues, impairment of the program asset may be required. No impairment charges were recognized in 2022, 2021 or 2020. Redeemable Noncontrolling interest: Our Premion business operates an advertising network for OTT streaming and connected television pl atforms. In March 2020, we sold a minority interest in Premion to an affiliate of Gray Television (Gray) and entered into a commercial reselling agreement with the affiliate which expires on March 31, 2023. Gray’ s investment allows it to sell its interest to Premion if there is a change in control of TEGNA or if the existing commercial agreement terminates. Since redemption of the minority ownership interest is outside our control, Gray’s equity interest is presented outside of the Equity section on the Consolidated Balance Sheet in the caption “Redeemable noncontrolling interest.” When the redemption or carrying value (the acquisition date fair value adjusted for the noncontrolling interest’s share of net income (loss) and dividends) is less than the recorded redemption value, we adjust the redeemable noncontrolling interest to equal the redemption value with changes recognized as an adjustment to retained earnings. Any such adjustment, when necessary, will be performed as of the applicable balance sheet date. Treasury Stock: We account for treasury stock under the cost method. When treasury stock is re-issued at a price higher than its cost, the difference is recorded as a component of additional paid-in-capital (APIC) in our Consolidated Balance Sheets. When treasury stock is re-issued at a price lower than its cost, the difference is recorded as a component of APIC to the extent that there are previously recorded gains to offset the losses. If there are no treasury stock gains in APIC, the losses upon re-issuance of treasury stock are recorded as a reduction of retained earnings in our Consolidated Balance Sheet. Revenue recognition: Revenue is recognized upon the transfer of control of promised services to our customers in an amount that reflects the consideration we expect to receive in exchange for those services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Amounts received from customers in advance of providing services to our customers are recorded as deferred revenue. Our primary source of revenue is our subscription revenue from retransmission consent contracts with multichannel video programming distributors (e.g., cable and satellite providers) and over the top providers (companies that deliver video content to consumers over the Internet). Under these multi-year contracts, we have performance obligations to provide our customers with our stations’ signals, as well as our consent to retransmit those signals to their customers. Subscription revenue is recognized in accordance with the guidance for licensing intellectual property utilizing a usage based method. The amount of revenue earned is based on the number of subscribers to which our customers retransmit our signal, and the negotiated fee per subscriber included in our contract agreement. Our customers generally submit payments monthly, generally within 60-90 days after the month that the service was provided. Our performance obligations are satisfied, and revenue is recognized, as our customers retransmit our signal. This measure toward satisfaction of our performance obligations and recognition of revenue is the most appropriate as it aligns our revenue recognition with the value that we are delivering to our customers through our retransmission consent. We also earn revenue through the sale of advertising and marketing services (AMS). This revenue stream includes all sources of our traditional television and radio advertising, as well as digital revenues including Premion. Contracts within this revenue stream are short-term in nature (most often three months or less). Contracts generally consist of multiple deliverables, such as television commercials, or digital advertising solutions, that we have identified as individual performance obligations. Before performing under the contract, we establish the transaction price with our customer based on the agreed upon rates for each performance obligation. There is no material variability in the transaction price during the term of the contract. Revenue is recognized as we fulfill our performance obligations to our customers. For our AMS revenue stream, we measure the fulfillment of our performance obligations based on the airing of the individual television commercials or display of digital advertisements. This measure is most appropriate as it aligns our revenue recognition with the value we are providing to our customers. The price of each individual commercial and digital advertisement is negotiated with our customer and is determined based on multiple factors, including, but not limited to, the programming and day-part selected, supply of available inventory, our station’s viewership ratings and overall market conditions (e.g., timing of the year and strength of U.S. economy). Customers are billed monthly and payment is generally due 30 days after the date of invoice. Commission costs related to these contracts are expensed as incurred due to the short-term nature of the contracts. We also generate revenue from the sale of political advertising. Contracts within this revenue stream are short-term in nature (typically weekly or monthly buys during political campaigns). Customers pre-pay these contracts and we therefore defer the associated revenue until the advertising has been delivered, at which time we have satisfied our performance obligations and recognize revenue. Commission costs related to these contracts are expensed as incurred due to the short-term nature of the contracts. Our remaining revenue is comprised of various other services, primarily production services (for news content and commercials) and sublease tower rental income and distribution of our local news content. Revenue is recognized as these various services are provided to our customers. In instances where we sell services from more than one revenue stream to the same customer at the same time, we recognize one contract and allocate the transaction price to each deliverable element (e.g., performance obligation) based on the relative fair value of each element. Revenue earned by categories in 2022, 2021 and 2020 are shown below (amounts in thousands): 2022 2021 2020 Subscription $ 1,530,402 $ 1,466,433 $ 1,286,611 Advertising & Marketing Services 1,363,417 1,428,082 1,174,774 Political 341,110 60,573 445,535 Other 44,316 36,005 30,860 Total revenues $ 3,279,245 $ 2,991,093 $ 2,937,780 Retirement plans: Certain employees are covered by defined benefit pension plans and we provide certain medical and life insurance benefits to eligible retirees (collectively postretirement benefit plans). The amounts we record related to our postretirement benefit plans are computed using actuarial valuations that are based in part on certain key economic assumptions we make, including the discount rate, the expected long-term rate of return on plan assets and other actuarial assumptions including mortality estimates, health care cost trend rates and employee turnover, each as appropriate based on the nature of the plans. Depending on the timing of the estimated payments, we recognize the funded status of our postretirement benefit plans as a current or non-current liability within our Consolidated Balance Sheets. When annually adjusting to recognize the funded status of the plan, there is a corresponding non-cash adjustment to accumulated other comprehensive loss, net of tax benefits, recorded in the Consolidated Statements of Equity. The funded status is measured as the difference between the fair value of the plan’s assets and the benefit obligation of the plan. Stock-based employee compensation: We grant restricted stock units (RSUs) and performance shares to employees as a form of compensation. The expense for the RSUs is based on the grant date fair value of the award and is generally recognized on a straight-line basis. Expense related to the performance share program is marked to market each month over the first two-year performance period, as the award provides the Leadership Development and Compensation Committee with limited discretion to make adjustments to the financial targets to ensure consistent year-to-year comparison for the performance criteria. Expense under these programs is recognized over the requisite service period, which is typically a four-year period for RSUs and a three-year period for performance shares. Performance share expense for participants meeting certain retirement eligible criteria as defined in the plan is recognized using the accelerated attribution method. See Note 9 for further discussion. Advertising and marketing costs : We expense advertising and marketing costs, such as costs to promote our brands, as they are incurred. Advertising expenses were $9.7 million in 2022, $9.8 million in 2021 and $5.8 million in 2020, and are included in “Business units - Selling, general and administrative expenses” on the Consolidated Statement of Income. Income taxes: Income taxes are presented on the consolidated financial statements using the asset and liability method, under which deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences that exist between the financial statement carrying amount of assets and liabilities and their respective tax basis, as well as from tax loss and tax credit carry-forwards. Deferred income taxes reflect expected future tax benefits (i.e., assets) and future tax costs (i.e., liabilities). The tax effect of net operating loss, capital loss and general business credit carryovers result in deferred tax assets. We measure deferred tax assets and liabilities using the enacted tax rate expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. We recognize the effect on deferred taxes of a change in tax rates in income in the period that includes the enactment date. Valuation allowances are established if, based upon the weight of available evidence, management determines it is “more likely than not” that some portion or all of the deferred tax asset will not be realized. We periodically assess our tax filing exposures related to periods that are open to examination. Based on the latest available information, we evaluate our tax positions to determine whether it is more likely than not the position will be sustained upon examination by the relevant taxing authority. If we cannot reach a more likely than not determination, no benefit is recorded. If we determine the tax position is more likely than not to be sustained, we record the largest amount of benefit that is more likely than not to be realized when the tax position is settled. We record interest and penalties related to income taxes as a component of income tax expense on our Consolidated Statements of Income. Interest and penalties were not material in each year presented. Loss contingencies: We are subject to various legal proceedings, claims and regulatory matters, the outcomes of which are subject to significant uncertainty. We determine whether to disclose or accrue for loss contingencies based on an assessment of whether the risk of loss is remote, reasonably possible or probable, and whether it can be reasonably estimated. We accrue for loss contingencies when such amounts are probable and reasonably estimable. If a contingent liability is only reasonably possible, we will disclose the potential range of the loss, if material and estimable. Accounting guidance adopted in 2022: We did not adopt any new accounting guidance in 2022 that had a material impact on our consolidated financial statements or disclosures. New accounting guidance not yet adopted: There is no accounting guidance currently pending that we expect to have a material impact on our consolidated financial statements or disclosures. |
Goodwill and other intangible a
Goodwill and other intangible assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and other intangible assets | Goodwill and other intangible assets We operate as one operating and reportable segment which includes the goodwill balances as of December 31, 2022 and 2021 shown below (in thousands): Goodwill Balance as of Dec. 31, 2020 $ 2,968,693 Business acquisition 12,894 Balance as of Dec. 31, 2021 2,981,587 Adjustments — Balance as of Dec. 31, 2022 $ 2,981,587 The following table displays indefinite-lived intangible assets and amortizable intangible assets as of December 31, 2022 and 2021 (in thousands): Gross Accumulated Amortization Net Dec. 31, 2022 Indefinite-lived intangibles: Television and radio station FCC broadcast licenses $ 2,123,898 $ — $ 2,123,898 Amortizable intangible assets: Retransmission agreements 224,827 (184,796) 40,031 Network affiliation agreements 309,503 (121,664) 187,839 Other 71,465 (41,627) 29,838 Total indefinite-lived and amortizable intangible assets $ 2,729,693 $ (348,087) $ 2,381,606 Dec. 31, 2021 Indefinite-lived intangibles: Television and radio station FCC broadcast licenses $ 2,123,898 $ — $ 2,123,898 Amortizable intangible assets: Retransmission agreements 235,215 (168,439) 66,776 Network affiliation agreements 309,503 (97,195) 212,308 Other 71,465 (32,959) 38,506 Total indefinite-lived and amortizable intangible assets $ 2,740,081 $ (298,593) $ 2,441,488 Our retransmission agreements and network affiliation agreements are amortized on a straight-line basis over their estimated useful lives. Other intangibles primarily include distribution agreements from our multicast networks acquisition and brand names which are also amortized on a straight-line basis over their useful lives. In 2022, gross retransmission agreement intangible assets and associated accumulated amortization decreased by $10.4 million due to certain retransmission intangible assets reaching the end of their useful lives. On January 27, 2021, we acquired Locked On Podcast Network LLC for $13.3 million, which consisted of a base purchase price of $13.8 million and a working capital adjustment of $0.5 million. Locked On produces daily podcasts for every team across the four major professional sports leagues, as well as for major college sports teams. In connection with this acquisition, we recorded goodwill and trade name assets of $12.9 million and $0.9 million, respectively. The goodwill is calculated as the excess of the purchase price over the net fair value of the identifiable assets acquired and liabilities assumed, and represents the future economic benefits expected to arise from the acquisition that do not qualify for separate recognition, including assembled workforce, as well as future synergies that we expect to generate. The goodwill recognized is deductible for tax purposes. The following table shows the projected annual amortization expense related to amortizable intangible assets existing as of December 31, 2022 (in thousands): 2023 $ 53,467 2024 47,293 2025 28,468 2026 24,431 2027 14,577 Thereafter 89,472 Total $ 257,708 |
Investments and other assets
Investments and other assets | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Investments and other assets | Investments and other assets Our investments and other assets consisted of the following as of December 31, 2022 and 2021 (in thousands): Dec. 31, 2022 2021 Cash value life insurance $ 48,919 $ 53,189 Available-for-sale debt security — 23,800 Equity method investments 17,003 21,986 Other equity investments 20,158 20,331 Deferred debt issuance costs 2,232 5,805 Long-term contract assets 14,135 — Other long-term assets 24,047 27,397 Total $ 126,494 $ 152,508 Cash value life insurance: We are the beneficiary of life insurance policies on the lives of certain employees/retirees, which are recorded at their cash surrender value as determined by the insurance carrier. These policies are utilized as a partial funding source for deferred compensation and other non-qualified employee retirement plan. 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. Available-for-sale debt security: We previously held a debt security investment issued by MadHive, Inc. (MadHive), that was classified as an available-for-sale investment. Available-for-sale debt securities are required to be carried at their fair value, with unrealized gains and losses (net of income taxes) that are considered temporary in nature recorded in “Accumulated other comprehensive loss” on the Consolidated Balance Sheet. In the first quarter of 2022, we amended the terms of the debt security, which became effective on January 3, 2022, in parallel with an amendment and extension of our commercial agreements with MadHive. The amendments modified several items, including the conversion rights as well as the maturity date of the note. In exchange for the convertible debt modifications, we received favorable terms in our renewed commercial agreements with MadHive. As a result of these amendments, in the first quarter of 2022 we recognized a previously unrecognized gain of $20.8 million. The gain was recorded in “Other non-operating items, net” within our Consolidated Statement of Income. The debt matured in June 2022 at which time the principal balance of $3.0 million plus accrued interest was paid to us. The $3.0 million principal balance was classified as “Proceeds from investments” within our Consolidated Statement of Cash Flow. See Note 11 for additional information regarding our related party transactions with MadHive. 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 2022, we recorded a $2.5 million impairment charge, due to the decline in the fair value of one of our investments. In 2021, we recognized a $1.9 million gain on one of these investments due to an observable price increase in the fair value of the investment. Also in 2021, we recorded a $1.9 million impairment charge, due to the decline in the fair value of a different investment. The impairment charges and gains were recorded within “Other non-operating items, net” in the Consolidated Statement of Income. Deferred debt issuance costs : These costs consist of amounts paid to lenders related to our revolving credit facility. Debt issuance costs paid for our unsecured notes are accounted for as a reduction in the debt obligation. Long-term contract assets: These amounts primarily consist of an asset related to a long-term services agreement for IT security and an asset representing the long-term portion of a contract asset that was recognized as a result of the $20.8 million gain discussed above related to favorable rates obtained on recent commercial agreements with MadHive. This gain resulted in a contract asset which was recognized in January 2022 and is being amortized over two years (through December 2023). See Note 11 for additional details. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The provision (benefit) for income taxes consists of the following (in thousands): 2022 Current Deferred Total Federal $ 161,438 $ 13,435 $ 174,873 State and other 23,456 4,041 27,497 Total $ 184,894 $ 17,476 $ 202,370 2021 Current Deferred Total Federal $ 114,255 $ 15,400 $ 129,655 State and other 11,310 (5,484) 5,826 Total $ 125,565 $ 9,916 $ 135,481 2020 Current Deferred Total Federal $ 123,882 $ 4,532 $ 128,414 State and other 21,878 4,001 25,879 Total $ 145,760 $ 8,533 $ 154,293 Income before income taxes attributable to TEGNA Inc. consists entirely of domestic income. The provision for income taxes varies from the U.S. federal statutory tax rate as a result of the following differences: 2022 2021 2020 U.S. statutory tax rate 21.0% 21.0% 21.0% Increase (decrease) in taxes resulting from: State taxes (net of federal income tax benefit) 2.7 2.6 3.3 Uncertain tax positions, settlements and lapse of statutes of limitations — 0.3 (0.1) Valuation allowance on equity method investment 0.6 — 0.4 Other valuation allowances, tax rate changes, & deferred adjustments (0.6) (1.7) (0.1) Non-deductible transaction costs 0.5 0.1 — Net excess benefits or expense on share-based payments (0.3) (0.2) (0.1) Other, net 0.4 — (0.2) Effective tax rate 24.3% 22.1% 24.2% Deferred income taxes reflect temporary differences in the recognition of revenue and expense for tax reporting and financial statement purposes. Deferred tax liabilities and assets are adjusted for changes in tax laws or tax rates of the various tax jurisdictions as of the enacted date. Deferred tax liabilities and assets were composed of the following as of December 31, 2022 and 2021 (in thousands): Dec. 31, 2022 2021 Deferred tax liabilities Accelerated amortization of deductible intangibles $ 540,260 $ 534,438 Accelerated depreciation 67,278 67,697 Right-of-use assets for operating leases 19,467 21,648 Other 4,183 3,792 Total deferred tax liabilities 631,188 627,575 Deferred tax assets Accrued compensation costs 23,439 24,147 Pension and post-retirement medical and life 20,775 17,400 Loss carryforwards 12,537 31,841 Operating lease liabilities 20,403 22,582 Other 24,242 25,160 Total deferred tax assets 101,396 121,130 Deferred tax asset valuation allowance 26,339 41,929 Total net deferred tax liabilities $ 556,131 $ 548,374 As of December 31, 2022, we had approximately $5.1 million of state net operating loss carryovers that, if not utilized, will expire in various amounts beginning in 2023 through 2041 in addition to $1.8 million of federal and $9.1 million of state interest disallowance carryforwards that do not expire. Included in total deferred tax assets are valuation allowances of approximately $26.3 million as of December 31, 2022 and $41.9 million as of December 31, 2021, primarily related to minority investments, federal and state interest disallowance carryforwards, accrued compensation costs, state net operating loss carryforwards, and state capital loss carryforwards. This $15.6 million change in valuation allowance is primarily the result of federal and state capital loss carryforwards expiring on December 31, 2022 and accounted for $14.3 million of the decrease. The capital loss carryforward deferred tax asset and associated valuation allowance were both reduced in equal amounts for the expired tax attribute. If, in the future, we believe that it is more likely than not that deferred tax assets with valuation allowances recorded against them will be realized, the valuation allowances will be reversed in the Consolidated Statements of Income. Realization of deferred tax assets for which valuation allowances have not been established is dependent upon generating sufficient future taxable income. We expect to realize the benefit of these deferred tax assets through future reversals of our deferred tax liabilities, through the recognition of taxable income in the allowable carryback and carryforward periods, and through implementation of future tax planning strategies. Although realization is not assured, we believe it is more likely than not that all deferred tax assets for which valuation allowances have not been established will be realized. The following table summarizes the activity related to deferred tax asset valuation allowances (in thousands): 2022 2021 2020 Beginning at beginning of period $ 41,929 $ 43,467 $ 45,661 Additions to valuation allowance 7,228 6,108 3,719 Reductions to valuation allowance (22,818) (7,646) (5,913) Balance at the end of the period $ 26,339 $ 41,929 $ 43,467 Tax Matters Agreements Prior to the May 31, 2017 spin-off of the Cars.com business, we entered into a Tax Matters Agreement with Cars.com Inc. that governs each company’s respective rights, responsibilities, and obligations with respect to tax liabilities and benefits, tax attributes, tax contests and other matters regarding income taxes, non-income taxes and related tax returns. The agreement provides that we will generally indemnify Cars.com against taxes attributable to assets or operations for all tax periods or portions thereof prior to the spin-off date including separately-filed U.S. federal, state, and foreign taxes. Our 2017 tax year is currently under examination by the Internal Revenue Service and the relevant federal statute of limitations remains open until November 30, 2023. Uncertain Tax Positions The following table summarizes the activity related to unrecognized tax benefits, excluding the federal tax benefit of state tax deductions (in thousands): 2022 2021 2020 Change in unrecognized tax benefits Balance at beginning of year $ 8,196 $ 7,435 $ 8,050 Additions for tax positions of prior years — 1,363 630 Settlements (9) — — Reductions due to lapse of statutes of limitations (462) (602) (1,245) Balance as of end of year $ 7,725 $ 8,196 $ 7,435 The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $6.4 million as of December 31, 2022, and $6.8 million as of December 31, 2021. This amount includes the federal tax benefit of state tax deductions. We recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. We also recognize interest income attributable to overpayment of income taxes and from the reversal of interest expense previously recorded for uncertain tax positions which are subsequently released as a component of income tax expense. We recognized expense from interest for uncertain tax positions of $0.2 million in 2022 and $0.7 million in 2021. We did not recognize income or expense in 2020. The amount of accrued interest expense and penalties payable related to unrecognized tax benefits was $0.9 million as of December 31, 2022 and $0.7 million as of December 31, 2021. We file income tax returns in the U.S. and various state jurisdictions. The 2016 through 2022 tax years remain subject to examination by the Internal Revenue Service and state authorities. Tax years before 2016 remain subject to examination by certain states due to ongoing audits. It is reasonably possible that the amount of unrecognized benefit with respect to certain of our unrecognized tax positions will increase or decrease within the next 12 months. These changes may be the result of settlement of ongoing audits, lapses of statutes of limitations or other regulatory developments. At this time, we estimate the amount of our gross unrecognized tax positions may decrease by up to approximately $2.1 million within the next 12 months primarily due to lapses of statutes of limitations and settlement of ongoing audits in various jurisdictions. |
Long-term debt
Long-term debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term debt | Long-term debt Our long-term debt is summarized below (in thousands): Dec. 31, 2022 2021 Borrowings under revolving credit facility expiring August 2024 $ — $ 166,000 Unsecured notes bearing fixed rate interest at 4.75% due March 2026 550,000 550,000 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 4.625% due March 2028 1,000,000 1,000,000 Unsecured notes bearing fixed rate interest at 5.00% due September 2029 1,100,000 1,100,000 Total principal long-term debt 3,090,000 3,256,000 Debt issuance costs (26,911) (31,378) Unamortized premiums and discounts, net 6,227 7,348 Total long-term debt $ 3,069,316 $ 3,231,970 As of December 31, 2022, we had unused borrowing capacity of $1.49 billion under our $1.51 billion revolving credit facility, which expires in August 2024. As of December 31, 2022, we were in compliance with all covenants contained in our debt agreements and credit facility, including the leverage ratio (our one financial covenant) contained in our debt agreements and revolving credit facility. We believe, based on our current financial forecasts and trends, that we will remain compliant with all covenants for the foreseeable future. Under our revolving credit facility we have the ability to draw loans based on two different interest rate indices, one of which is LIBOR based. We are able to draw LIBOR-based loans based on one month, three month, six month and twelve month durations originated through June 2023. We are working with our lenders to establish alternative interest rate measurements for periods subsequent to June 2023. Our debt maturities may be repaid with cash flow from operating activities, accessing capital markets or a combination of both. The following schedule discloses annual maturities of the principal amount of total debt due (in thousands): Repayment schedule of principal long-term debt as of Dec. 31, 2022 2023 $ — 2024 — 2025 — 2026 550,000 2027 440,000 Thereafter 2,100,000 Total $ 3,090,000 |
Retirement plans
Retirement plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Retirement plans | Retirement plans We have various defined benefit retirement plans. Our principal defined benefit pension plan is the TEGNA Retirement Plan (TRP). The disclosure tables presented below primarily include the assets and obligations of the TRP and the TEGNA Supplemental Retirement Plan (SERP). We use a December 31 measurement date convention for our retirement plans. Pension costs, which primarily include costs for our qualified TRP and non-qualified SERP, are presented in the following table (in thousands): 2022 2021 2020 Service cost-benefits earned during the period $ — $ 2 $ 7 Interest cost on benefit obligation 16,830 15,887 19,487 Expected return on plan assets (19,502) (34,679) (31,058) Amortization of prior service cost 90 90 90 Amortization of actuarial loss 4,583 4,952 6,207 Pension payment timing related charge 300 946 — Expense for (income from) company-sponsored retirement plans $ 2,301 $ (12,802) $ (5,267) Benefits no longer accrue for TRP and SERP participants as a result of amendments to the plans in the past years and as such we no longer incur a service cost component of pension expense. All other components of our pension expense presented above are included within the “Other non-operating items, net” line item of the Consolidated Statements of Income. The following table provides a reconciliation of pension benefit obligations (on a projected benefit obligation measurement basis), plan assets and funded status of company-sponsored retirement plans, along with the related amounts that are recognized in the Consolidated Balance Sheets (in thousands). Dec. 31, 2022 2021 Change in benefit obligations Benefit obligations as of beginning of year $ 605,834 $ 646,662 Service cost — 2 Interest cost 16,830 15,887 Actuarial gains (119,462) (18,246) Benefits paid (36,943) (35,874) Settlements (1) (1,950) (2,597) Benefit obligations as of end of year $ 464,309 $ 605,834 Change in plan assets Fair value of plan assets as of beginning of year $ 541,758 $ 552,996 Actual (losses) gains experienced by plan assets (123,648) 20,896 Employer contributions 5,788 6,337 Benefits paid (36,943) (35,874) Settlements (1) (1,950) (2,597) Fair value of plan assets as of end of year $ 385,005 $ 541,758 Funded status as of end of year $ (79,304) $ (64,076) Amounts recognized in Consolidated Balance Sheets Accrued liabilities other—current $ (5,620) $ (6,013) Pension liabilities—non-current $ (73,684) $ (58,063) (1) Settlements represent lump sum benefit payments to certain SERP plan participants. When aggregate lump sums exceed the settlement threshold, pension payment timing related charges are incurred, and the lump sum payments prompting the charge are shown on a separate line from other benefit payments. The actuarial gain in 2022 of $119.5 million was primarily due to an increase in the discount rate used to calculate the benefit obligations (which increased from 2.89% at December 31, 2021 to 5.50% as of December 31, 2022) which resulted in an actuarial gain of $120.1 million. The actuarial gain in 2021 of $18.2 million was primarily due to increase in the discount rate used to calculate the benefit obligations (which increased from 2.54% at December 31, 2020 to 2.89% as of December 31, 2021) which resulted in an actuarial gain of $22.1 million. The funded status (on a projected benefit obligation basis) of our principal retirement plans as of December 31, 2022, is as follows (in thousands): Fair Value of Plan Assets Benefit Obligation Funded Status TRP $ 385,005 $ 417,950 $ (32,945) SERP (1) — 46,048 (46,048) All other — 311 (311) Total $ 385,005 $ 464,309 $ (79,304) (1) The SERP is an unfunded, unsecured liability. The accumulated benefit obligation for all defined benefit pension plans was $464.3 million as of December 31, 2022 and $605.8 million as of December 31, 2021. No contributions to the TRP were required nor made in 2021 and 2022. We made payments to participants of unfunded pension plans, principally the SERP, of $5.8 million in 2022. Based on actuarial projections, we do not expect to make any contributions to the TRP in 2023. Cash payments of $5.5 million are expected to be made to our SERP participants in 2023. The following table presents information for our retirement plans for which accumulated benefit obligation exceed assets (in thousands): Dec. 31, 2022 2021 Accumulated benefit obligation $ 464,309 $ 605,817 Fair value of plan assets $ 385,005 $ 541,758 The following table presents information for our retirement plans for which projected benefit obligations exceed assets (in thousands): Dec. 31, 2022 2021 Projected benefit obligation $ 464,309 $ 605,834 Fair value of plan assets $ 385,005 $ 541,758 The following table summarizes the pre-tax amounts recorded in accumulated other comprehensive loss that have not yet been recognized as a component of pension expense (in thousands): Dec. 31, 2022 2021 Net actuarial losses $ (167,502) $ (148,696) Prior service cost (1,526) (1,617) Amounts in accumulated other comprehensive loss $ (169,028) $ (150,313) Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss), pre-tax, consist of the following (in thousands): 2022 2021 2020 Current year net actuarial (loss) gain $ (23,688) $ 4,463 $ 23,597 Amortization of actuarial loss 4,583 4,952 6,207 Amortization of previously deferred prior service costs 90 90 91 Pension payment timing related charges 300 946 — Total $ (18,715) $ 10,451 $ 29,895 Pension costs: The following assumptions were used to determine net pension costs: 2022 2021 2020 Discount rate 2.89% 2.54% 3.29% Expected return on plan assets 3.75% 6.50% 6.75% The expected return on plan assets assumption was determined based on plan asset allocations, a review of historical capital market performance, historical plan asset performance and a forecast of expected future plan asset returns. Benefit obligations and funded status: The following assumptions were used to determine the year-end benefit obligations: Dec. 31, 2022 2021 Discount rate 5.50% 2.89% Plan assets: The asset allocation for the TRP as of the end of 2022 and 2021, and target allocations for 2023, by asset category, are presented in the table below: Target Allocation Allocation of Plan Assets 2023 2022 2021 Equity securities 14 % 14 % 10 % Debt securities 86 % 86 % 86 % Other (including hedge funds and private real estate) — % — % 4 % Total 100 % 100 % 100 % The primary objective of company-sponsored retirement plans is to provide eligible employees with scheduled pension benefits. Consistent with standards for preservation of capital and maintenance of liquidity, the goal is to earn the highest possible total rate of return while minimizing risk. The principal means of reducing volatility and exercising prudent investment judgment is diversification by asset class and by investment manager; consequently, portfolios are constructed to attain diversification in the total portfolio, and each asset class. Investment diversification is consistent with the intent to minimize the risk of large losses. All objectives are based upon an investment horizon spanning five years so that interim market fluctuations can be viewed with the appropriate perspective. Risk characteristics are measured and compared with an appropriate benchmark quarterly; periodic reviews are made of the investment objectives and the investment managers. The target asset allocation represents the long-term perspective. Retirement plan assets will be rebalanced periodically to align them with the target asset allocations. Target asset allocations are based on the funded status of the TRP (fair value of pension assets as a percentage of the projected pension obligation). During 2022, the target allocation was 14% for equity securities and 86% for debt securities. In early 2022, we switched our investment portfolio from being mostly actively managed to a passive (or indexed) investment strategy. Our actual investment return on our TRP assets wa s (23.0)% for 2022, 4.5% for 2021 and 23.5% for 2020. Cash flows: We estimate we will make the following benefit payments from either retirement plan assets or directly from our funds (in thousands): 2023 $ 50,145 2024 $ 39,405 2025 $ 39,884 2026 $ 39,473 2027 $ 38,829 2028 through 2032 $ 179,115 401(k) savings plan Substantially all our employees (other than those covered by a collective bargaining agreement) are eligible to participate in our principal defined contribution plan, The TEGNA 401(k) Savings Plan. Employees can elect to contribute up to 50% of their compensation to the plan subject to certain limits. For most participants, the plan’s 2022 matching formula is 100% of the first 4% of compensation that an employee contributes. We also make additional employer contributions on behalf of certain long-term employees. Compensation expense related to 401(k) contributions was $18.7 million in 2022, $17.1 million in 2021 and $16.5 million in 2020. During 2022, 2021 and 2020, we settled the 401(k) employer match obligation by issuing our common stock from treasury stock and depositing it in the participants’ accounts. Multi-employer plan We contribute to the AFTRA Retirement Plan (AFTRA Plan), a multi-employer defined benefit pension plan, under the terms of collective-bargaining agreements (CBA) that cover certain union-represented employees. The Employee Identification Number (EIN) and three-digit plan number of the AFTRA Plan is 13-6414972/001. The AFTRA Plan reports for plan year (December 1, 2020 to November 30, 2021) that the AFTRA Plan was neither in endangered, critical, or critical and declining status in the Plan Year (e.g. 79% funded). A financial improvement plan or a rehabilitation plan is neither pending nor has one been implemented for the AFTRA Plan. We make all required contributions to the AFTRA plan as determined under the respective CBAs. We contributed $2.7 million in 2022 and $2.9 million in 2021 and $2.4 million in 2020. Our contribution to the AFTRA Retirement Plan represented less than 5% of total contributions to the plan. This calculation is based on the plan financial statements issued for the period ending November 30, 2021. Expiration dates of the CBAs in place range from May 16 , 2023 to June 16, 2025 . The AFTRA Plan has elected to utilize special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010. We incurred no expenses for multi-employer withdrawal liabilities for the years ended December 31, 2022, 2021 and 2020. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases We determine if an arrangement contains a lease at the agreement’s inception. Our portfolio of leases primarily consists of leases for the use of corporate offices, station facilities, equipment and for antenna/transmitter sites. Our lease portfolio consists entirely of operating leases, with most of our leases having remaining terms of less than 15 years. Operating lease balances are included in our right-of-use assets for operating leases, other accrued liabilities and operating lease liabilities on our Consolidated Balance Sheet. Lease liabilities are calculated as of the lease commencement date based on the present value of lease payments to be made over the term of the lease. Our lease agreements often contain lease and non-lease components (e.g., common-area maintenance or other executory costs). We include the non-lease payments in the calculation of our lease liabilities to the extent they are either fixed or included within the fixed base rental payments. Some of our leases include variable lease components (e.g., rent increases based on the consumer price index) and variable non-lease components, which are expensed as they are incurred. Such variable costs are not material. The interest rate implicit in our lease contracts is typically not readily determinable. As a result, we use our estimated incremental borrowing rate in determining the present value of future payments, which reflects the fixed rate at which we could borrow on a collateralized basis the amount of the lease payments for a similar term. The operating lease right-of-use asset as of the lease commencement date is calculated based on the amount of the operating lease liability, less any lease incentive. Some of our lease agreements include options to renew for additional terms or provide us with the ability terminate the lease early. In determining the term of the lease, we consider whether or not we are reasonably certain to exercise these options. Lease expense for fixed lease payments is recognized on a straight-line basis over the lease term. The following table presents lease related assets and liabilities on the Consolidated Balance Sheets as of December 31, 2022 and 2021 (in thousands): Dec. 31, 2022 2021 Assets Right-of-use assets for operating leases $ 78,448 $ 87,279 Liabilities Operating lease liabilities (current) 1 $ 11,491 $ 11,867 Operating lease liabilities (non-current) 79,503 88,970 Total operating lease liabilities $ 90,994 $ 100,837 (1) Current operating lease liabilities are included within the other accrued liabilities line item of the Consolidated Balance Sheets. As of December 31, 2022, the weighted-average remaining lease term for our lease portfolio was 8.4 years and the weighted average discount rate used to calculate the present value of our lease liabilities was 5.0%. For the years ended December 31, 2022, 2021 and 2020, we recognized lease expense of $16.7 million, $17.8 million, and $18.0 million respectively. In addition, in 2022, 2021 and 2020, we made cash payments for operating leases of $17.6 million, $18.5 million and $17.1 million, respectively, which are included in cash flows from operating activities on Consolidated Statements of Cash Flows. The table below reconciles future lease payments for each of the next five years and remaining years thereafter, in aggregate, to the lease liabilities recorded on the Consolidated Balance Sheets as of December 31, 2022 (in thousands): Future Period Cash Payments 2023 $ 16,867 2024 15,163 2025 12,661 2026 11,880 2027 11,660 Thereafter 46,583 Total lease payments 114,814 Less: amount of lease payments representing interest 23,820 Present value of lease liabilities $ 90,994 |
Fair value measurement
Fair value measurement | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value measurement | Fair value measurement We measure and record certain assets and liabilities at fair value in the accompanying consolidated financial statements. U.S. GAAP establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our own assumptions (unobservable inputs). The hierarchy consists of three levels: Level 1 – Quoted market prices in active markets for identical assets or liabilities; Level 2 – Inputs other than Level 1 inputs that are either directly or indirectly observable; and Level 3 – Unobservable inputs developed using our own estimates and assumptions, which reflect those that a market participant would use. Equity investments in private companies that we do not significantly influence are recorded at cost, less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment. In 2022, we recorded a $2.5 million impairment charge due to the decline in the fair value of one of our investments. The fair value was determined using a market approach which was based on significant inputs not observable in the market, and thus represented a Level 3 fair value measurement. In 2021, we recognized a $1.9 million gain on one such investment and a $1.9 million impairment charge on another, which related to fair value changes. These adjustments were a result of observable price changes in their fair values (Level 2). In 2021, we recorded an unrealized gain of $20.8 million due to the increase in the fair value of an available-for-sale debt security, which included features that allow us to convert the investment into equity ownership upon the occurrence of certain events. The fair value of the available for sale debt security was determined to be $23.8 million. The valuation utilized a market based fair value approach relying on observable market data (Level 3). The unrealized gain was initially recorded in "Accumulated other comprehensive loss” on the Consolidated Balance Sheet until it was realized in 2022 and recorded as a gain in the Consolidated Statement of Income. We additionally hold other financial instruments, including cash and cash equivalents, receivables, accounts payable and long-term debt. The carrying amounts for cash and cash equivalents, receivables and accounts payable approximated their fair values due to the short-term nature of these instruments. The fair value of our total long-term debt, determined based on the bid and ask quotes for the related debt (Level 2), totaled $2.95 billion as of December 31, 2022 and $3.40 billion as of December 31, 2021. The below fair value tables relate to our TRP pension plan assets (in thousands): Pension Plan Assets Fair value measurement as of Dec. 31, 2022 Level 1 Level 2 Level 3 Total Assets: Pension plan investments valued using net asset value as a practical expedient: Common collective trust - equities $ 54,917 Common collective trust - fixed income 329,821 Partnership/joint venture interests 267 Total fair value of plan assets $ 385,005 Fair value measurement as of Dec. 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash and other $ 544 $ — $ — $ 544 Corporate stock 25,324 — — 25,324 Interest in registered investment companies 6,239 — — 6,239 Total $ 32,107 $ — $ — $ 32,107 Pension plan investments valued using net asset value as a practical expedient: Common collective trust - equities $ 22,356 Common collective trust - fixed income 465,842 Hedge fund 19,156 Partnership/joint venture interests 2,297 Total fair value of plan assets $ 541,758 Valuation methodologies used for TRP pension assets measured at fair value in 2021 and 2022 are as follows: Corporate stock classified as Level 1 was valued primarily at the closing price reported on the active market on which the individual securities are traded. These investments were liquidated in 2022. Interest in registered investment companies was valued using the published net asset values as quoted through publicly available pricing sources. These investments were redeemable on request. Investments were liquidated in 2022. Interest in common/collective trusts are valued using the net asset value as provided monthly by the investment manager or fund company. As of December 31, 2022, there were primarily five investments in collective trusts of which four are fixed income funds, whose strategy is to use individual subfunds to efficiently add a representative sample of securities in individual market sectors to the portfolio. The remaining collective fund is invested in equity securities. The strategy of the fund is to generate returns predominantly from developed equity markets. The collective funds are generally redeemable with a short-term written or verbal notice. There are no unfunded commitments rela ted to these types of funds. Investments in partnerships are valued at the net asset value of our investment in the fund as reported by the fund managers. The Plan held investments in two partnerships in 2021. One partnership’s strategy is to generate returns through real estate-related investments. Certain distributions are received from this fund as the underlying assets are liquidated. The other partnership’s strategy was to generate returns through investment in developing equity markets. This fund was redeemable with a 30-day notice, subject to a withdrawal charge to 0.45% of the amount redeemed, and was redeemed in 2022. Future funding commitments to our real estate partnership investments totaled $0.7 million as of December 31, 2022 and 2021 . As of December 31, 2021, pension plan assets inclu ded a hedge fund of funds whose objective was to produce a return that is uncorrelated with market movements. Investments in the hedge fund were valued at the net asset value as reported by the fund managers. Shares in the hedge fund are generally redeemable twice a year or on the last business day of each quarter with at least 95 days written notice subject to a potential 5% holdback. There are no unfunded commitments related to the hedge funds. These investments were liquidated in 2022. We review audited financial statements and additional investor information to evaluate fair value estimates from our investment managers or fund administrator. Our policy is to recognize transfers between levels at the beginning of the reporting period. There were no transfers between levels during the year. |
Shareholders' equity
Shareholders' equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' equity | Shareholders’ equity As of December 31, 2022, and 2021, our authorized capital was comprised of 800 million shares of common stock and 2 million shares of preferred stock. As of December 31, 2022, shareholders’ equity of TEGNA included 223.4 million shares that were outstanding (net of 101.0 million shares of common stock held in treasury). As of December 31, 2021, shareholders’ equity of TEGNA included 221.4 million shares that were outstanding (net of 103.0 million shares of common stock held in treasury). No shares of preferred stock were issued and outstanding as of December 31, 2022 or 2021. Capital stock and earnings per share We report earnings per share on two bases, basic and diluted. All basic income per share amounts are based on the weighted average number of common shares outstanding during the year. The calculation of diluted earnings per share also considers the assumed dilution from the issuance of performance shares and restricted stock units and exercise of stock options. Our earnings per share (basic and diluted) for 2022, 2021, and 2020 are presented below (in thousands, except per share amounts): 2022 2021 2020 Net income $ 631,198 $ 478,197 $ 482,763 Net (income) loss attributable to noncontrolling interest (729) (1,242) 15 Adjustment of redeemable noncontrolling interest to redemption value (560) 46 (948) Earnings available to common shareholders $ 629,909 $ 477,001 $ 481,830 Weighted average number of common shares outstanding - basic 223,652 221,504 219,232 Effect of dilutive securities Restricted stock 535 736 246 Performance share units 299 230 254 Stock options — 1 1 Weighted average number of common shares outstanding - diluted 224,486 222,471 219,733 Earnings per share - basic $ 2.82 $ 2.15 $ 2.20 Earnings per share - diluted $ 2.81 $ 2.14 $ 2.19 Our calculation of diluted earnings per share includes the dilutive effects for the assumed vesting of outstanding restricted stock units and performance share units . Share repurchase program In December 2020, our Board of Directors authorized a new share repurchase program for up to $300.0 million of our common stock over the next three years. From 2020 through 2022, no shares were repurchased. Certain of the shares we previously acquired have been reissued in settlement of employee stock awards. As a result of the announcement of the Merger Agreement on February 22, 2022, we have suspended share repurchases under this program. Stock-Based Compensation Plans In May 2001, our shareholders approved the adoption of the 2001 Omnibus Incentive Compensation Plan. This plan was amended and restated as of May 4, 2010, to increase the number of shares reserved for issuance to 60.0 million shares of our common stock. In April 2020, our shareholders approved the adoption of the 2020 Omnibus Incentive Compensation Plan (the Plan). The Plan reserved the issuance of an additional 20.0 million shares or our common stock. The Plan provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units (RSUs), performance share units, performance share awards, and other equity-based and cash-based awards. Awards may be granted to our employees and members of the Board of Directors. The Plan provides that shares of common stock subject to awards granted become available again for issuance if such awards are canceled or forfeited. Performance share program - The Leadership Development and Compensation Committee (LDCC) of the Board of Directors has established a long-term incentive performance share program for our executives under the Plan. The number of shares earned under the performance share awards (PSAs) program is determined based on the achievement of certain financial performance criteria (adjusted EBITDA and free cash flow as a percent of revenue as defined by the PSA agreement) over a two-year cumulative financial performance period. If the financial performance criteria are met and certified by the LDCC, the shares earned under the PSA will be subject to an additional one year service period before the common stock is released to the employees. The PSAs do not pay dividends or allow voting rights during the three-year incentive period. Therefore, the fair value of the PSA is the quoted market value of our stock on the grant date less the present value of the expected dividends not received during the relevant performance period. The PSA provides the LDCC with limited discretion to make adjustments to the financial targets to ensure consistent year-to-year comparison for the performance criteria. For expense recognition, in the period it becomes probable that the minimum performance criteria specified in the PSA will be achieved, we recognize expense, net of estimated forfeitures, for the proportionate share of the total fair value of the shares subject to the PSA related to the vesting period that has already lapsed. Each reporting period during the two-year performance period, we adjust the fair value of the PSAs to the quoted market value of our stock price. In the event we determine it is no longer probable that we will achieve the minimum performance criteria specified in the PSA, we reverse all of the previously recognized compensation expense in the period such a determination is made. RSU program - We also issue stock-based compensation to employees in the form of RSUs. These awards generally entitle employees to receive at the end of a specified vesting period one share of common stock for each RSU granted, conditioned on continued employment for the relevant vesting period. RSUs vest 25% per year and settle annually. RSUs do not pay dividends or confer voting rights in respect of the underlying common stock during the vesting period. RSUs are valued based on the fair value of our common stock on the date of grant less the present value of the expected dividends not received during the relevant vesting period. The fair value of the RSU, less estimated forfeitures, is recognized as compensation expense ratably over the vesting period. We generally grant both RSUs and performance share awards annually to employees on March 1. Stock-based Compensation Expense: The following table shows the stock-based compensation related amounts recognized in the Consolidated Statements of Income for equity awards (in thousands): 2022 2021 2020 RSUs $ 16,182 $ 12,806 $ 11,686 PSAs 14,299 18,709 8,620 Total stock-based compensation 30,481 31,515 20,306 Total income tax benefit 10,744 8,082 4,297 Stock-based compensation net of tax $ 19,737 $ 23,433 $ 16,009 RSUs: As of December 31, 2022, there was $26.7 million of unrecognized compensation cost related to non-vested restricted stock and RSUs. This amount will be adjusted for future changes in estimated forfeitures and recognized on a straight-line basis over a weighted average period of 2.4 years. A summary of RSU awards is presented below: 2022 2021 2020 RSU Activity Shares Weighted average fair value Shares Weighted average fair value Shares Weighted average fair value Unvested at beginning of year 2,842,288 $ 15.11 2,614,654 $ 13.09 2,132,936 $ 13.22 Granted 949,022 21.90 1,282,636 17.83 1,416,300 13.39 Vested (1,118,395) 14.62 (899,282) 13.21 (738,159) 14.03 Canceled (129,183) 16.39 (155,720) 14.56 (196,423) 13.14 Unvested at end of year 2,543,732 $ 17.80 2,842,288 $ 15.11 2,614,654 $ 13.09 PSAs: As of December 31, 2022, there was $6.9 million of unrecognized compensation cost related to non-vested PSAs (holding valuation inputs as of December 31, 2022 constant). This amount will be recognized as expense over a weighted average period of 1.8 years. A summary for the PSAs activity is presented below: 2022 2021 2020 PSAs Activity Target number of shares Weighted average fair value Target number of shares Weighted average fair value Target number of shares Weighted average fair value Unvested at beginning of year 1,015,433 $ 15.04 1,142,879 $ 12.87 698,482 $ 12.26 Granted 484,781 21.80 553,090 17.48 673,127 13.47 Vested (503,844) 15.26 (646,635) 13.22 (151,511) 13.40 Canceled (10,266) 17.09 (33,901) 14.20 (77,219) 12.50 Unvested at end of year 986,104 $ 18.18 1,015,433 $ 15.04 1,142,879 $ 12.87 Accumulated other comprehensive loss The elements of our Accumulated Other Comprehensive Loss (AOCL) principally consisted of pension, retiree medical and life insurance liabilities, foreign currency translation and an unrealized gain on our available-for-sale investment. The following tables summarize the components of, and changes in AOCL, net of tax (in thousands): 2022 Retirement Plans Foreign Currency Translation (1) Available-For-Sale Investment Total Balance at beginning of year $ (113,090) $ 455 $ 15,419 $ (97,216) Other comprehensive (loss) gain before reclassifications (16,288) 77 — (16,211) Amounts reclassified from AOCL 3,313 — (15,419) (12,106) Balance at end of year $ (126,065) $ 532 $ — $ (125,533) 2021 Retirement Plans Foreign Currency Translation (1) Available-For-Sale Investment Total Balance at beginning of year $ (120,979) $ (97) $ — $ (121,076) Other comprehensive gain before reclassifications 3,316 552 15,419 19,287 Amounts reclassified from AOCL 4,573 — — 4,573 Balance at end of year $ (113,090) $ 455 $ 15,419 $ (97,216) 2020 Retirement Plans Foreign Currency Translation (1) Total Balance at beginning of year $ (142,398) $ (199) $ (142,597) Other comprehensive gain before reclassifications 16,779 102 16,881 Amounts reclassified from AOCL 4,640 — 4,640 Balance at end of year $ (120,979) $ (97) $ (121,076) (1) Our entire foreign currency translation adjustment is related to our CareerBuilder investment. We record our share of foreign currency translation adjustments through our equity method investment. AOCL components are included in the computation of net periodic post-retirement costs which include pension costs discussed in Note 6 and our other post-retirement benefits (health care and life insurance benefits). Reclassifications out of AOCL related to these post-retirement plans included the following (in thousands): 2022 2021 2020 Amortization of prior service credit $ (481) $ (481) $ (481) Amortization of actuarial loss 4,639 5,698 6,690 Realized gain on available-for-sale investment (20,800) — — Pension payment timing related charges 300 946 — Total reclassifications, before tax (16,342) 6,163 6,209 Income tax effect 4,236 (1,590) (1,569) Total reclassifications, net of tax $ (12,106) $ 4,573 $ 4,640 |
Spectrum repacking reimbursemen
Spectrum repacking reimbursements and other, net | 12 Months Ended |
Dec. 31, 2022 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Spectrum repacking reimbursements and other, net | Spectrum repacking reimbursements and other, netAs events occur, or circumstances change, we may recognize non-cash impairment charges to reduce the book value of intangible and other long-lived assets or to record charges (gains) related to spectrum repacking reimbursements and other efforts, or unique events. A summary of these items by year (pre-tax basis) is presented below (in thousands): 2022 2021 2020 Reimbursement of spectrum repacking $ (323) $ (4,942) $ (13,180) Property and equipment impairments — 1,095 — Intangible asset impairments charges — — 3,225 Contract termination and other costs related to national sales — 1,540 — Total spectrum repacking reimbursements and other, net $ (323) $ (2,307) $ (9,955) Reimbursement of spectrum repacking: Some of our stations have had to purchase new equipment in order to comply with the FCC spectrum repacking initiative. As part of this initiative, the FCC is reimbursing companies for costs incurred to comply with the new requirements. In 2022, 2021 and 2020, we received $0.3 million , $4.9 million, $13.2 million of such reimbursements, respectively, which we have recorded as contra expense. All of our repacked stations have completed their transitions to their new channels. Property and equipment impairments : During 2021, we recorded $1.1 million of impairment charges associated with the disposal of operating assets at several of our television stations. Intangible asset impairments charges: In 2020, as a result of our annual impairment analysis we determined that a radio FCC license experienced a decline in value which resulted in a $1.1 million impairment charge. Also in 2020, we recognized a $2.1 million impairment charge in connection with eliminating the use of the Justice Network brand name and re-establishing the business under a new brand name called True Crime Network. Contract termination and other costs related to national sales: In 2021, we incurred a $1.5 million charge associated with contract termination and other incremental transition costs related to bringing our national sales organization in-house. Prior to the transition we utilized a third party national marketing representation firm for our national television advertising. |
Other matters
Other matters | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Other matters | Other matters Litigation In the third quarter of 2018, certain national media outlets reported the existence of a confidential investigation by the United States Department of Justice Antitrust Division (DOJ) into the local television advertising sales practices of station owners. We received a Civil Investigative Demand (CID) in connection with the DOJ’s investigation. On November 13 and December 13, 2018, the DOJ and seven other broadcasters settled a DOJ complaint alleging the exchange of competitively sensitive information in the broadcast television industry. In June 2019, we and four other broadcasters entered into a substantially identical agreement with DOJ, which was entered by the court on December 3, 2019. The settlement contains no finding of wrongdoing or liability and carries no penalty. It prohibits us and the other settling entities from sharing certain confidential business information, or using such information pertaining to other broadcasters, except under limited circumstances. The settlement also requires the settling parties to make certain enhancements to their antitrust compliance programs, to continue to cooperate with the DOJ’s investigation, and to permit DOJ to verify compliance. We do not expect the costs of compliance to be material. Since the national media reports, numerous putative class action lawsuits were filed against owners of television stations (the Advertising Cases) in different jurisdictions. Plaintiffs are a class consisting of all persons and entities in the United States who paid for all or a portion of advertisement time on local television provided by the defendants. The Advertising Cases assert antitrust and other claims and seek monetary damages, attorneys’ fees, costs and interest, as well as injunctions against the allegedly wrongful conduct. These cases were consolidated into a single proceeding in the United States District Court for the Northern District of Illinois, captioned In re: Local TV Advertising Antitrust Litigation on October 3, 2018. At the court’s direction, plaintiffs filed an amended complaint on April 3, 2019, that superseded the original complaints. Although we were named as a defendant in sixteen of the original complaints, the amended complaint did not name TEGNA as a defendant. After TEGNA and four other broadcasters entered into consent decrees with the DOJ in June 2019, the plaintiffs sought leave from the court to further amend the complaint to add TEGNA and the other settling broadcasters to the proceeding. The court granted the plaintiffs’ motion, and the plaintiffs filed the second amended complaint on September 9, 2019. On October 8, 2019, the defendants jointly filed a motion to dismiss the matter. On November 6, 2020, the court denied the motion to dismiss. On March 16, 2022, the plaintiffs filed a third amended complaint, which, among other things, added ShareBuilders, Inc., as a named defendant. ShareBuilders filed a motion to dismiss on April 15, 2022, which was granted by the court without prejudice on August 29, 2022. TEGNA has filed its answer to the third amended complaint denying any violation of law and asserting various affirmative defenses. We believe that the claims asserted in the Advertising Cases are without merit, and intend to defend vigorously against them. Litigation Relating to the Merger As of February 27, 2023, seven la wsuits have been filed by purported TEGNA stockholders in connection with the Merger. The lawsuits have been filed against TEGNA and the current members of the Board of Directors of TEGNA (the Board of Directors). The complaints generally allege that the preliminary proxy statement filed by TEGNA with the SEC on March 25, 2022 in connection with the Merger contained alleged material misstatements and/or omissions in violation of federal law. Plaintiffs in the complaints generally seek, among other things, to enjoin TEGNA from consummating the Merger, or in the alternativ e, rescission of the Merger and/or compensatory damages, as well as attorneys’ fees. As of February 27, 2023, all but one of those lawsuits have been voluntarily dismissed. In addition, as of February 27, 2023, TEGNA received four demand letters from purported TEGNA shareholders in connection with TEGNA’s filing of a definitive proxy statement with the SEC on April 13, 2022 relating to the Merger (the “definitive proxy statement”). Each letter alleged deficiencies in the definitive proxy statement that were similar to the deficiencies alleged in the complaints referenced above. We believe that the claims asserted in the complaints and letters described above are without merit and no additional disclosures were or are required under applicable law. However, to moot the unmeritorious disclosure claims, to avoid the risks of the actions described above delaying or adversely affecting the Merger and to minimize the costs, risks and uncertainties inherent in litigation, without admitting any liability or wrongdoing, TEGNA voluntarily made supplemental disclosures to the definitive proxy statement as described in the Form 8-K filed by TEGNA with the SEC on May 9, 2022. Additional lawsuits arising out of the Merger may also be filed in the future. We, along with a number of our subsidiaries, also are defendants in other judicial and administrative proceedings involving matters incidental to our business. We do not believe that any material liability will be imposed as a result of any of the foregoing matters. Commitments : The following tabl e summarizes the expected cash outflow related to our commitments related to programming contracts that are not recorded on our balance sheet as of December 31, 2022. Such obligations include future payments related to network affiliation agreements and commitments to purchase syndicated television programming that will be produced in the future. Certain network affiliation agreements include variable fee components which have been reflected in the table below based the minimum known amounts that we are obligated to pay. The aggregate programming commitments of $2.83 billion at December 31, 2022 compares to $1.35 billion at December 31, 2021. The increase in the aggregate commitments is mainly due to the CBS and FOX affiliation agreements which were renewed in 2022. The table below lists programming contract commitments by year for each of the next five years all years thereafter in aggregate (in thousands): Year Programming Contracts 2023 $ 862,534 2024 417,141 2025 397,708 2026 377,558 2027 397,951 Thereafter 380,925 Total $ 2,833,817 See Note 7 for further information on our lease commitments. Major Customers: Customers that purchase our advertising and marketing services are comprised of local, regional, and national advertisers across our markets. Our subscription revenue customers include cable operators and satellite providers that pay us to carry our programming. In 2022, two customers purchased both advertising and marketing services and paid us compensation related to retransmission consent agreements, which in the aggregate represented more than 10% of consolidated revenues in 2022. These customers represented $416.3 million and $387.3 million of consolidated revenue in the year ended December 31, 2022. In 2021, we had two major customers that purchased more than 10% of our revenue with $410.8 million and $399.7 million while we had one customer that purchased more than 10% of our revenue with $393.4 million in 2020. Related Party Transactions: We have equity investments in MadHive which is a related party of TEGNA. In addition to our investments, we also have commercial agreements with MadHive where they support our Premion business in acquiring OTT advertising inventory, as well as delivering and tracking the ad impressions. During the year ended December 31, 2022, we incurred expenses of $121.1 million as a result of the commercial agreements with MadHive. During the years ended December 31, 2021 and 2020, we incurred $80.3 million and $55.1 million of expenses respectively, under the commercial agreements. These expenses are recorded as “Cost of revenue” on our Consolidated Statement of Income. As of December 31, 2022 and 2021, we had accounts payable and accrued liabilities associated with the MadHive commercial agreements of $10.0 million and $8.9 million, respectively. |
Description of business, basi_2
Description of business, basis of presentation and summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of estimates | Use of estimates: The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). In doing so, we are required to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates include, but are not limited to, evaluation of goodwill and other intangible assets for impairment, allocation of purchase price to assets and liabilities in business combinations , fair value measurements, post-retirement benefit plans, income taxes including deferred tax assets, and contingencies. |
Basis of presentation | Basis of presentation: The consolidated financial statements include the accounts of subsidiaries we control and variable interest entities if we are the primary beneficiary. We eliminate all intercompany balances, transactions, and profits in consolidation. Investments in entities for which we have significant influence, but do not have control, are accounted for under the equity method. Our share of net earnings and losses from these ventures is included in “Equity (loss) income in unconsolidated investments, net” in the Consolidated Statements of Income. |
Merger Agreement | Merger Agreement: On February 22, 2022, we entered into an Agreement and Plan of Merger (as amended, the Merger Agreement), with Teton Parent Corp., a newly formed Delaware corporation (Parent), Teton Merger Corp., a newly formed Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and solely for purposes of certain provisions specified therein, other subsidiaries of Parent, certain affiliates of Standard General L.P., a Delaware limited partnership (Standard General) and CMG Media Corporation, a Delaware corporation (CMG), and certain of its subsidiaries. Parent, Merger Sub, the other subsidiaries of Parent, those affiliates of Standard General, CMG and those subsidiaries of CMG, are collectively, referred to as the “Parent Restructuring Entities.” The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into TEGNA (the Merger), with TEGNA continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent. The Merger Agreement provides that each share of common stock, par value $1.00 per share, of TEGNA (the Common Stock) outstanding immediately prior to the effective time of the Merger (the Effective Time), other than certain excluded shares, will at the Effective Time automatically be converted into the right to receive (i) $24.00 per share of Common Stock in cash, without interest, plus (ii) additional amounts in cash, without interest, if the Merger does not close within a certain period of time after the date of the Merger Agreement. TEGNA shareholders will receive additional cash consideration in the form of a “ticking fee” of (a) if the Closing Date occurs after November 22, 2022 and before February 22, 2023, an amount in cash equal to (i) $0.00166667 multiplied by (ii) the number of calendar days elapsed after November 22, 2022 to and including the Closing Date, (b) if the Closing Date occurs on or after February 22, 2023 and before March 22, 2023, an amount in cash equal to (i) $0.15333333 plus (ii)(A) $0.0025 multiplied by (B) the number of calendar days elapsed after February 22, 2023 to and including the Closing Date, (c) if the Closing Date occurs on or after March 22, 2023 and before April 22, 2023, an amount in cash equal to (i) $0.22333333 plus (ii)(A) $0.00333333 multiplied by (B) the number of calendar days elapsed after March 22, 2023 to and including the Closing Date and (d) if the Closing Date occurs on or after April 22, 2023 and before May 22, 2023, an amount in cash equal to (i) $0.3266667 plus (ii)(A) $0.00416667 multiplied by (B) the number of calendar days elapsed after April 22, 2023 to and including the Closing Date. |
Segment presentation | Segment presentation: We operate one operating and reportable segment, which primarily consists of our 64 television stations and two radio stations operating in 51 markets. Our reportable segment structure has been determined based on our management and internal reporting structure, the nature of products and services we offer, and the financial information that is evaluated regularly by our chief operating decision maker. |
Cash and cash equivalents | Cash and cash equivalents: Cash and cash equivalents consist of cash and highly liquid short-term investments with original maturities of three months or less. Cash and cash equivalents are carried at cost plus accrued interest, which approximates fair value. |
Trade receivables and allowances for doubtful accounts | Trade receivables and allowances for doubtful accounts: Trade receivables are recorded at invoiced amounts and generally do not bear interest. The allowance for doubtful accounts reflects our estimate of credit exposure, determined principally on the basis of our collection experience, aging of our receivables and any specific reserves needed for certain customers based on their credit risk. Our allowance also takes into account expected future trends which may impact our customers’ ability to pay, such as economic growth (or declines), unemployment and demand for our products and services. We monitor the credit quality of our customers and their ability to pay through the use of analytics and communication with individual customers. |
Property and equipment | Property and equipment: Property and equipment are recorded at cost, and depreciation expense is recorded generally on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives are generally: buildings and improvements, 10 to 40 years; and machinery, equipment and fixtures, 3 to 25 years. Expenditures for maintenance and repairs are expensed as incurred. |
Valuation of long-lived assets | Valuation of long-lived assets: We review the carrying amount of long-lived assets (mostly property and equipment and definite-lived intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Once an indicator of potential impairment has occurred, the impairment test is based on whether the intent is to hold the asset for continued use or to hold the asset for sale. If the intent is to hold the asset for continued use, the impairment test first requires a comparison of projected undiscounted future cash flows against the carrying amount of the asset group. If the carrying value of the asset group exceeds the estimated undiscounted future cash flows, the asset group would be deemed to be potentially impaired. The impairment, if any, would be measured based on the amount by which the carrying amount exceeds the fair value. Fair value is determined primarily using the projected future cash flows, discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. We recognized impairment charges in 2021 related to long-lived assets. |
Goodwill and indefinite-lived intangible assets | Goodwill and indefinite-lived intangible assets: The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Goodwill represents the excess of acquisition cost over the fair value of assets acquired, including identifiable intangible assets, net of liabilities assumed. Before performing the annual goodwill impairment test quantitatively, we first have the option to perform a qualitative assessment to determine if the quantitative test must be completed. The qualitative assessment considers events and circumstances such as macroeconomic conditions, industry and market conditions, cost factors and overall financial performance, as well as company and specific reporting unit specifications. If after performing this assessment, we conclude it is more likely than not that the fair value of a reporting unit is less than its carrying amou nt, then we are required to perform the quantitative test. Otherwise, the quantitative test is not required. In 2022 , we elected not to perform the optional qualitative assessment of goodwill and instead performed the quantitative impairment test. Goodwill is accounted for at the segment level and allocated to, and tested for impairment at, a level referred to as the reporting unit. We have determined that our one segment, Media, consists of a single reporting unit. When performing the quantitative test, we determine the fair value of the reporting unit and compare it to the carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, the reporting unit’s goodwill is impaired and we must recognize an impairment loss for the difference between the carrying amount and the fair value of the reporting unit. We estimate the fair value of our reporting unit based on a market-based valuation methodology, which is primarily based on our consolidated market capitalization plus a reasonable control premium. In the fourth quarter of 2022, we completed our annual goodwill impairment test for our reporting unit. The results of the test indicated that the estimated fair value of our reporting unit significantly exceeded the carrying value. |
Investments and other assets | Investments and other assets: Investments where we have the ability to exercise significant influence, but do not control, are accounted for under the equity method of accounting. Significant influence typically exists if we have a 20% to 50% ownership interest in the investee. Under this method of accounting, our share of the net earnings or losses of the investee is included in non-operating income on our Consolidated Statement of Income. We evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. |
Redeemable Noncontrolling interest | Redeemable Noncontrolling interest: Our Premion business operates an advertising network for OTT streaming and connected television pl atforms. In March 2020, we sold a minority interest in Premion to an affiliate of Gray Television (Gray) and entered into a commercial reselling agreement with the affiliate which expires on March 31, 2023. Gray’ s investment allows it to sell its interest to Premion if there is a change in control of TEGNA or if the existing commercial agreement terminates. Since redemption of the minority ownership interest is outside our control, Gray’s equity interest is presented outside of the Equity section on the Consolidated Balance Sheet in the caption “Redeemable noncontrolling interest.” When the redemption or carrying value (the acquisition date fair value adjusted for the noncontrolling interest’s share of net income (loss) and dividends) is less than the recorded redemption value, we adjust the redeemable noncontrolling interest to equal the redemption value with changes recognized as an adjustment to retained earnings. Any such adjustment, when necessary, will be performed as of the applicable balance sheet date. |
Treasury Stock | Treasury Stock: We account for treasury stock under the cost method. When treasury stock is re-issued at a price higher than its cost, the difference is recorded as a component of additional paid-in-capital (APIC) in our Consolidated Balance Sheets. When treasury stock is re-issued at a price lower than its cost, the difference is recorded as a component of APIC to the extent that there are previously recorded gains to offset the losses. If there are no treasury stock gains in APIC, the losses upon re-issuance of treasury stock are recorded as a reduction of retained earnings in our Consolidated Balance Sheet. |
Revenue recognition | Revenue recognition: Revenue is recognized upon the transfer of control of promised services to our customers in an amount that reflects the consideration we expect to receive in exchange for those services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Amounts received from customers in advance of providing services to our customers are recorded as deferred revenue. Our primary source of revenue is our subscription revenue from retransmission consent contracts with multichannel video programming distributors (e.g., cable and satellite providers) and over the top providers (companies that deliver video content to consumers over the Internet). Under these multi-year contracts, we have performance obligations to provide our customers with our stations’ signals, as well as our consent to retransmit those signals to their customers. Subscription revenue is recognized in accordance with the guidance for licensing intellectual property utilizing a usage based method. The amount of revenue earned is based on the number of subscribers to which our customers retransmit our signal, and the negotiated fee per subscriber included in our contract agreement. Our customers generally submit payments monthly, generally within 60-90 days after the month that the service was provided. Our performance obligations are satisfied, and revenue is recognized, as our customers retransmit our signal. This measure toward satisfaction of our performance obligations and recognition of revenue is the most appropriate as it aligns our revenue recognition with the value that we are delivering to our customers through our retransmission consent. We also earn revenue through the sale of advertising and marketing services (AMS). This revenue stream includes all sources of our traditional television and radio advertising, as well as digital revenues including Premion. Contracts within this revenue stream are short-term in nature (most often three months or less). Contracts generally consist of multiple deliverables, such as television commercials, or digital advertising solutions, that we have identified as individual performance obligations. Before performing under the contract, we establish the transaction price with our customer based on the agreed upon rates for each performance obligation. There is no material variability in the transaction price during the term of the contract. Revenue is recognized as we fulfill our performance obligations to our customers. For our AMS revenue stream, we measure the fulfillment of our performance obligations based on the airing of the individual television commercials or display of digital advertisements. This measure is most appropriate as it aligns our revenue recognition with the value we are providing to our customers. The price of each individual commercial and digital advertisement is negotiated with our customer and is determined based on multiple factors, including, but not limited to, the programming and day-part selected, supply of available inventory, our station’s viewership ratings and overall market conditions (e.g., timing of the year and strength of U.S. economy). Customers are billed monthly and payment is generally due 30 days after the date of invoice. Commission costs related to these contracts are expensed as incurred due to the short-term nature of the contracts. We also generate revenue from the sale of political advertising. Contracts within this revenue stream are short-term in nature (typically weekly or monthly buys during political campaigns). Customers pre-pay these contracts and we therefore defer the associated revenue until the advertising has been delivered, at which time we have satisfied our performance obligations and recognize revenue. Commission costs related to these contracts are expensed as incurred due to the short-term nature of the contracts. Our remaining revenue is comprised of various other services, primarily production services (for news content and commercials) and sublease tower rental income and distribution of our local news content. Revenue is recognized as these various services are provided to our customers. |
Retirement plans | Retirement plans: Certain employees are covered by defined benefit pension plans and we provide certain medical and life insurance benefits to eligible retirees (collectively postretirement benefit plans). The amounts we record related to our postretirement benefit plans are computed using actuarial valuations that are based in part on certain key economic assumptions we make, including the discount rate, the expected long-term rate of return on plan assets and other actuarial assumptions including mortality estimates, health care cost trend rates and employee turnover, each as appropriate based on the nature of the plans. Depending on the timing of the estimated payments, we recognize the funded status of our postretirement benefit plans as a current or non-current liability within our Consolidated Balance Sheets. When annually adjusting to recognize the funded status of the plan, there is a corresponding non-cash adjustment to accumulated other comprehensive loss, net of tax benefits, recorded in the Consolidated Statements of Equity. The funded status is measured as the difference between the fair value of the plan’s assets and the benefit obligation of the plan. |
Stock-based employee compensation | Stock-based employee compensation: We grant restricted stock units (RSUs) and performance shares to employees as a form of compensation. The expense for the RSUs is based on the grant date fair value of the award and is generally recognized on a straight-line basis. Expense related to the performance share program is marked to market each month over the first two-year performance period, as the award provides the Leadership Development and Compensation Committee with limited discretion to make adjustments to the financial targets to ensure consistent year-to-year comparison for the performance criteria. Expense under these programs is recognized over the requisite service period, which is typically a four-year period for RSUs and a three-year period for performance shares. Performance share expense for participants meeting certain retirement eligible criteria as defined in the plan is recognized using the accelerated attribution method. See Note 9 for further discussion. |
Advertising and marketing costs | Advertising and marketing costs: We expense advertising and marketing costs, such as costs to promote our brands, as they are incurred. |
Income taxes | Income taxes: Income taxes are presented on the consolidated financial statements using the asset and liability method, under which deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences that exist between the financial statement carrying amount of assets and liabilities and their respective tax basis, as well as from tax loss and tax credit carry-forwards. Deferred income taxes reflect expected future tax benefits (i.e., assets) and future tax costs (i.e., liabilities). The tax effect of net operating loss, capital loss and general business credit carryovers result in deferred tax assets. We measure deferred tax assets and liabilities using the enacted tax rate expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. We recognize the effect on deferred taxes of a change in tax rates in income in the period that includes the enactment date. Valuation allowances are established if, based upon the weight of available evidence, management determines it is “more likely than not” that some portion or all of the deferred tax asset will not be realized. We periodically assess our tax filing exposures related to periods that are open to examination. Based on the latest available information, we evaluate our tax positions to determine whether it is more likely than not the position will be sustained upon examination by the relevant taxing authority. If we cannot reach a more likely than not determination, no benefit is recorded. If we determine the tax position is more likely than not to be sustained, we record the largest amount of benefit that is more likely than not to be realized when the tax position is settled. We record interest and penalties related to income taxes as a component of income tax expense on our Consolidated Statements of Income. Interest and penalties were not material in each year presented. |
Loss contingencies | Loss contingencies: We are subject to various legal proceedings, claims and regulatory matters, the outcomes of which are subject to significant uncertainty. We determine whether to disclose or accrue for loss contingencies based on an assessment of whether the risk of loss is remote, reasonably possible or probable, and whether it can be reasonably estimated. We accrue for loss contingencies when such amounts are probable and reasonably estimable. If a contingent liability is only reasonably possible, we will disclose the potential range of the loss, if material and estimable. |
Accounting guidance adopted in 2022 and New accounting guidance not yet adopted | Accounting guidance adopted in 2022: We did not adopt any new accounting guidance in 2022 that had a material impact on our consolidated financial statements or disclosures. New accounting guidance not yet adopted: There is no accounting guidance currently pending that we expect to have a material impact on our consolidated financial statements or disclosures. |
Long-term debt | Under our revolving credit facility we have the ability to draw loans based on two different interest rate indices, one of which is LIBOR based. We are able to draw LIBOR-based loans based on one month, three month, six month and twelve month durations originated through June 2023. We are working with our lenders to establish alternative interest rate measurements for periods subsequent to June 2023. |
Description of business, basi_3
Description of business, basis of presentation and summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | Revenue earned by categories in 2022, 2021 and 2020 are shown below (amounts in thousands): 2022 2021 2020 Subscription $ 1,530,402 $ 1,466,433 $ 1,286,611 Advertising & Marketing Services 1,363,417 1,428,082 1,174,774 Political 341,110 60,573 445,535 Other 44,316 36,005 30,860 Total revenues $ 3,279,245 $ 2,991,093 $ 2,937,780 |
Goodwill and other intangible_2
Goodwill and other intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | We operate as one operating and reportable segment which includes the goodwill balances as of December 31, 2022 and 2021 shown below (in thousands): Goodwill Balance as of Dec. 31, 2020 $ 2,968,693 Business acquisition 12,894 Balance as of Dec. 31, 2021 2,981,587 Adjustments — Balance as of Dec. 31, 2022 $ 2,981,587 |
Schedule of Indefinite-Lived Intangible Assets and Amortizable Intangible Assets | The following table displays indefinite-lived intangible assets and amortizable intangible assets as of December 31, 2022 and 2021 (in thousands): Gross Accumulated Amortization Net Dec. 31, 2022 Indefinite-lived intangibles: Television and radio station FCC broadcast licenses $ 2,123,898 $ — $ 2,123,898 Amortizable intangible assets: Retransmission agreements 224,827 (184,796) 40,031 Network affiliation agreements 309,503 (121,664) 187,839 Other 71,465 (41,627) 29,838 Total indefinite-lived and amortizable intangible assets $ 2,729,693 $ (348,087) $ 2,381,606 Dec. 31, 2021 Indefinite-lived intangibles: Television and radio station FCC broadcast licenses $ 2,123,898 $ — $ 2,123,898 Amortizable intangible assets: Retransmission agreements 235,215 (168,439) 66,776 Network affiliation agreements 309,503 (97,195) 212,308 Other 71,465 (32,959) 38,506 Total indefinite-lived and amortizable intangible assets $ 2,740,081 $ (298,593) $ 2,441,488 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table shows the projected annual amortization expense related to amortizable intangible assets existing as of December 31, 2022 (in thousands): 2023 $ 53,467 2024 47,293 2025 28,468 2026 24,431 2027 14,577 Thereafter 89,472 Total $ 257,708 |
Investments and other assets (T
Investments and other assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Schedule of Investments and Other Assets | Our investments and other assets consisted of the following as of December 31, 2022 and 2021 (in thousands): Dec. 31, 2022 2021 Cash value life insurance $ 48,919 $ 53,189 Available-for-sale debt security — 23,800 Equity method investments 17,003 21,986 Other equity investments 20,158 20,331 Deferred debt issuance costs 2,232 5,805 Long-term contract assets 14,135 — Other long-term assets 24,047 27,397 Total $ 126,494 $ 152,508 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision (Benefit) for Income Taxes on Income Consists | The provision (benefit) for income taxes consists of the following (in thousands): 2022 Current Deferred Total Federal $ 161,438 $ 13,435 $ 174,873 State and other 23,456 4,041 27,497 Total $ 184,894 $ 17,476 $ 202,370 2021 Current Deferred Total Federal $ 114,255 $ 15,400 $ 129,655 State and other 11,310 (5,484) 5,826 Total $ 125,565 $ 9,916 $ 135,481 2020 Current Deferred Total Federal $ 123,882 $ 4,532 $ 128,414 State and other 21,878 4,001 25,879 Total $ 145,760 $ 8,533 $ 154,293 |
Schedule of Reconciliation of Effective Tax Rate | The provision for income taxes varies from the U.S. federal statutory tax rate as a result of the following differences: 2022 2021 2020 U.S. statutory tax rate 21.0% 21.0% 21.0% Increase (decrease) in taxes resulting from: State taxes (net of federal income tax benefit) 2.7 2.6 3.3 Uncertain tax positions, settlements and lapse of statutes of limitations — 0.3 (0.1) Valuation allowance on equity method investment 0.6 — 0.4 Other valuation allowances, tax rate changes, & deferred adjustments (0.6) (1.7) (0.1) Non-deductible transaction costs 0.5 0.1 — Net excess benefits or expense on share-based payments (0.3) (0.2) (0.1) Other, net 0.4 — (0.2) Effective tax rate 24.3% 22.1% 24.2% |
Schedule of Deferred Tax Liabilities and Assets | Deferred tax liabilities and assets were composed of the following as of December 31, 2022 and 2021 (in thousands): Dec. 31, 2022 2021 Deferred tax liabilities Accelerated amortization of deductible intangibles $ 540,260 $ 534,438 Accelerated depreciation 67,278 67,697 Right-of-use assets for operating leases 19,467 21,648 Other 4,183 3,792 Total deferred tax liabilities 631,188 627,575 Deferred tax assets Accrued compensation costs 23,439 24,147 Pension and post-retirement medical and life 20,775 17,400 Loss carryforwards 12,537 31,841 Operating lease liabilities 20,403 22,582 Other 24,242 25,160 Total deferred tax assets 101,396 121,130 Deferred tax asset valuation allowance 26,339 41,929 Total net deferred tax liabilities $ 556,131 $ 548,374 The following table summarizes the activity related to deferred tax asset valuation allowances (in thousands): 2022 2021 2020 Beginning at beginning of period $ 41,929 $ 43,467 $ 45,661 Additions to valuation allowance 7,228 6,108 3,719 Reductions to valuation allowance (22,818) (7,646) (5,913) Balance at the end of the period $ 26,339 $ 41,929 $ 43,467 |
Schedule of Activity Related to Unrecognized Tax Benefits, Excluding Federal Tax Benefit of State Tax Deductions | The following table summarizes the activity related to unrecognized tax benefits, excluding the federal tax benefit of state tax deductions (in thousands): 2022 2021 2020 Change in unrecognized tax benefits Balance at beginning of year $ 8,196 $ 7,435 $ 8,050 Additions for tax positions of prior years — 1,363 630 Settlements (9) — — Reductions due to lapse of statutes of limitations (462) (602) (1,245) Balance as of end of year $ 7,725 $ 8,196 $ 7,435 |
Long-term debt (Tables)
Long-term debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term debt | Our long-term debt is summarized below (in thousands): Dec. 31, 2022 2021 Borrowings under revolving credit facility expiring August 2024 $ — $ 166,000 Unsecured notes bearing fixed rate interest at 4.75% due March 2026 550,000 550,000 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 4.625% due March 2028 1,000,000 1,000,000 Unsecured notes bearing fixed rate interest at 5.00% due September 2029 1,100,000 1,100,000 Total principal long-term debt 3,090,000 3,256,000 Debt issuance costs (26,911) (31,378) Unamortized premiums and discounts, net 6,227 7,348 Total long-term debt $ 3,069,316 $ 3,231,970 |
Schedule of Annual Maturities of Long-Term Debt | The following schedule discloses annual maturities of the principal amount of total debt due (in thousands): Repayment schedule of principal long-term debt as of Dec. 31, 2022 2023 $ — 2024 — 2025 — 2026 550,000 2027 440,000 Thereafter 2,100,000 Total $ 3,090,000 |
Retirement plans (Tables)
Retirement plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Pension Costs | Pension costs, which primarily include costs for our qualified TRP and non-qualified SERP, are presented in the following table (in thousands): 2022 2021 2020 Service cost-benefits earned during the period $ — $ 2 $ 7 Interest cost on benefit obligation 16,830 15,887 19,487 Expected return on plan assets (19,502) (34,679) (31,058) Amortization of prior service cost 90 90 90 Amortization of actuarial loss 4,583 4,952 6,207 Pension payment timing related charge 300 946 — Expense for (income from) company-sponsored retirement plans $ 2,301 $ (12,802) $ (5,267) |
Schedule of Changes in Projected Benefit Obligations | The following table provides a reconciliation of pension benefit obligations (on a projected benefit obligation measurement basis), plan assets and funded status of company-sponsored retirement plans, along with the related amounts that are recognized in the Consolidated Balance Sheets (in thousands). Dec. 31, 2022 2021 Change in benefit obligations Benefit obligations as of beginning of year $ 605,834 $ 646,662 Service cost — 2 Interest cost 16,830 15,887 Actuarial gains (119,462) (18,246) Benefits paid (36,943) (35,874) Settlements (1) (1,950) (2,597) Benefit obligations as of end of year $ 464,309 $ 605,834 Change in plan assets Fair value of plan assets as of beginning of year $ 541,758 $ 552,996 Actual (losses) gains experienced by plan assets (123,648) 20,896 Employer contributions 5,788 6,337 Benefits paid (36,943) (35,874) Settlements (1) (1,950) (2,597) Fair value of plan assets as of end of year $ 385,005 $ 541,758 Funded status as of end of year $ (79,304) $ (64,076) Amounts recognized in Consolidated Balance Sheets Accrued liabilities other—current $ (5,620) $ (6,013) Pension liabilities—non-current $ (73,684) $ (58,063) (1) Settlements represent lump sum benefit payments to certain SERP plan participants. When aggregate lump sums exceed the settlement threshold, pension payment timing related charges are incurred, and the lump sum payments prompting the charge are shown on a separate line from other benefit payments. |
Schedule of Net Funded Status | The funded status (on a projected benefit obligation basis) of our principal retirement plans as of December 31, 2022, is as follows (in thousands): Fair Value of Plan Assets Benefit Obligation Funded Status TRP $ 385,005 $ 417,950 $ (32,945) SERP (1) — 46,048 (46,048) All other — 311 (311) Total $ 385,005 $ 464,309 $ (79,304) (1) The SERP is an unfunded, unsecured liability. |
Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets | The following table presents information for our retirement plans for which accumulated benefit obligation exceed assets (in thousands): Dec. 31, 2022 2021 Accumulated benefit obligation $ 464,309 $ 605,817 Fair value of plan assets $ 385,005 $ 541,758 |
Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets | The following table presents information for our retirement plans for which projected benefit obligations exceed assets (in thousands): Dec. 31, 2022 2021 Projected benefit obligation $ 464,309 $ 605,834 Fair value of plan assets $ 385,005 $ 541,758 |
Schedule of Net Periodic Benefit Cost Not Yet Recognized | The following table summarizes the pre-tax amounts recorded in accumulated other comprehensive loss that have not yet been recognized as a component of pension expense (in thousands): Dec. 31, 2022 2021 Net actuarial losses $ (167,502) $ (148,696) Prior service cost (1,526) (1,617) Amounts in accumulated other comprehensive loss $ (169,028) $ (150,313) |
Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) | Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss), pre-tax, consist of the following (in thousands): 2022 2021 2020 Current year net actuarial (loss) gain $ (23,688) $ 4,463 $ 23,597 Amortization of actuarial loss 4,583 4,952 6,207 Amortization of previously deferred prior service costs 90 90 91 Pension payment timing related charges 300 946 — Total $ (18,715) $ 10,451 $ 29,895 |
Schedule of Assumptions Used | Pension costs: The following assumptions were used to determine net pension costs: 2022 2021 2020 Discount rate 2.89% 2.54% 3.29% Expected return on plan assets 3.75% 6.50% 6.75% |
Schedule of Assumptions Used in Calculating Pension Benefit Obligations Table | The following assumptions were used to determine the year-end benefit obligations: Dec. 31, 2022 2021 Discount rate 5.50% 2.89% |
Schedule of Allocation of Plan Assets | The asset allocation for the TRP as of the end of 2022 and 2021, and target allocations for 2023, by asset category, are presented in the table below: Target Allocation Allocation of Plan Assets 2023 2022 2021 Equity securities 14 % 14 % 10 % Debt securities 86 % 86 % 86 % Other (including hedge funds and private real estate) — % — % 4 % Total 100 % 100 % 100 % |
Schedule of Expected Benefit Payments | We estimate we will make the following benefit payments from either retirement plan assets or directly from our funds (in thousands): 2023 $ 50,145 2024 $ 39,405 2025 $ 39,884 2026 $ 39,473 2027 $ 38,829 2028 through 2032 $ 179,115 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lessee, Operating Leases, Assets and Liabilities | The following table presents lease related assets and liabilities on the Consolidated Balance Sheets as of December 31, 2022 and 2021 (in thousands): Dec. 31, 2022 2021 Assets Right-of-use assets for operating leases $ 78,448 $ 87,279 Liabilities Operating lease liabilities (current) 1 $ 11,491 $ 11,867 Operating lease liabilities (non-current) 79,503 88,970 Total operating lease liabilities $ 90,994 $ 100,837 (1) Current operating lease liabilities are included within the other accrued liabilities line item of the Consolidated Balance Sheets. |
Schedule of Future Rent Payments on Lease Liabilities | The table below reconciles future lease payments for each of the next five years and remaining years thereafter, in aggregate, to the lease liabilities recorded on the Consolidated Balance Sheets as of December 31, 2022 (in thousands): Future Period Cash Payments 2023 $ 16,867 2024 15,163 2025 12,661 2026 11,880 2027 11,660 Thereafter 46,583 Total lease payments 114,814 Less: amount of lease payments representing interest 23,820 Present value of lease liabilities $ 90,994 |
Fair value measurement (Tables)
Fair value measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Pension Plan Assets by Level within Fair Value Hierarchy | The below fair value tables relate to our TRP pension plan assets (in thousands): Pension Plan Assets Fair value measurement as of Dec. 31, 2022 Level 1 Level 2 Level 3 Total Assets: Pension plan investments valued using net asset value as a practical expedient: Common collective trust - equities $ 54,917 Common collective trust - fixed income 329,821 Partnership/joint venture interests 267 Total fair value of plan assets $ 385,005 Fair value measurement as of Dec. 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash and other $ 544 $ — $ — $ 544 Corporate stock 25,324 — — 25,324 Interest in registered investment companies 6,239 — — 6,239 Total $ 32,107 $ — $ — $ 32,107 Pension plan investments valued using net asset value as a practical expedient: Common collective trust - equities $ 22,356 Common collective trust - fixed income 465,842 Hedge fund 19,156 Partnership/joint venture interests 2,297 Total fair value of plan assets $ 541,758 |
Shareholders' equity (Tables)
Shareholders' equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Earnings (Loss) Per Share (Basic and Diluted) | Our earnings per share (basic and diluted) for 2022, 2021, and 2020 are presented below (in thousands, except per share amounts): 2022 2021 2020 Net income $ 631,198 $ 478,197 $ 482,763 Net (income) loss attributable to noncontrolling interest (729) (1,242) 15 Adjustment of redeemable noncontrolling interest to redemption value (560) 46 (948) Earnings available to common shareholders $ 629,909 $ 477,001 $ 481,830 Weighted average number of common shares outstanding - basic 223,652 221,504 219,232 Effect of dilutive securities Restricted stock 535 736 246 Performance share units 299 230 254 Stock options — 1 1 Weighted average number of common shares outstanding - diluted 224,486 222,471 219,733 Earnings per share - basic $ 2.82 $ 2.15 $ 2.20 Earnings per share - diluted $ 2.81 $ 2.14 $ 2.19 |
Schedule of Stock-Based Compensation Related Amounts Recognized in the Consolidated Statements of Income for Equity Awards | The following table shows the stock-based compensation related amounts recognized in the Consolidated Statements of Income for equity awards (in thousands): 2022 2021 2020 RSUs $ 16,182 $ 12,806 $ 11,686 PSAs 14,299 18,709 8,620 Total stock-based compensation 30,481 31,515 20,306 Total income tax benefit 10,744 8,082 4,297 Stock-based compensation net of tax $ 19,737 $ 23,433 $ 16,009 |
Schedule of Restricted Stock and RSU Awards | A summary of RSU awards is presented below: 2022 2021 2020 RSU Activity Shares Weighted average fair value Shares Weighted average fair value Shares Weighted average fair value Unvested at beginning of year 2,842,288 $ 15.11 2,614,654 $ 13.09 2,132,936 $ 13.22 Granted 949,022 21.90 1,282,636 17.83 1,416,300 13.39 Vested (1,118,395) 14.62 (899,282) 13.21 (738,159) 14.03 Canceled (129,183) 16.39 (155,720) 14.56 (196,423) 13.14 Unvested at end of year 2,543,732 $ 17.80 2,842,288 $ 15.11 2,614,654 $ 13.09 |
Schedule of Nonvested Performance-based Units Activity | A summary for the PSAs activity is presented below: 2022 2021 2020 PSAs Activity Target number of shares Weighted average fair value Target number of shares Weighted average fair value Target number of shares Weighted average fair value Unvested at beginning of year 1,015,433 $ 15.04 1,142,879 $ 12.87 698,482 $ 12.26 Granted 484,781 21.80 553,090 17.48 673,127 13.47 Vested (503,844) 15.26 (646,635) 13.22 (151,511) 13.40 Canceled (10,266) 17.09 (33,901) 14.20 (77,219) 12.50 Unvested at end of year 986,104 $ 18.18 1,015,433 $ 15.04 1,142,879 $ 12.87 |
Schedule of Accumulated Other Comprehensive Loss | The following tables summarize the components of, and changes in AOCL, net of tax (in thousands): 2022 Retirement Plans Foreign Currency Translation (1) Available-For-Sale Investment Total Balance at beginning of year $ (113,090) $ 455 $ 15,419 $ (97,216) Other comprehensive (loss) gain before reclassifications (16,288) 77 — (16,211) Amounts reclassified from AOCL 3,313 — (15,419) (12,106) Balance at end of year $ (126,065) $ 532 $ — $ (125,533) 2021 Retirement Plans Foreign Currency Translation (1) Available-For-Sale Investment Total Balance at beginning of year $ (120,979) $ (97) $ — $ (121,076) Other comprehensive gain before reclassifications 3,316 552 15,419 19,287 Amounts reclassified from AOCL 4,573 — — 4,573 Balance at end of year $ (113,090) $ 455 $ 15,419 $ (97,216) 2020 Retirement Plans Foreign Currency Translation (1) Total Balance at beginning of year $ (142,398) $ (199) $ (142,597) Other comprehensive gain before reclassifications 16,779 102 16,881 Amounts reclassified from AOCL 4,640 — 4,640 Balance at end of year $ (120,979) $ (97) $ (121,076) (1) Our entire foreign currency translation adjustment is related to our CareerBuilder investment. We record our share of foreign currency translation adjustments through our equity method investment. |
Schedule of Reclassification out of Accumulated Other Comprehensive Loss | Reclassifications out of AOCL related to these post-retirement plans included the following (in thousands): 2022 2021 2020 Amortization of prior service credit $ (481) $ (481) $ (481) Amortization of actuarial loss 4,639 5,698 6,690 Realized gain on available-for-sale investment (20,800) — — Pension payment timing related charges 300 946 — Total reclassifications, before tax (16,342) 6,163 6,209 Income tax effect 4,236 (1,590) (1,569) Total reclassifications, net of tax $ (12,106) $ 4,573 $ 4,640 |
Spectrum repacking reimbursem_2
Spectrum repacking reimbursements and other, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Schedule of Facility Consolidation and Asset Impairment Charges | A summary of these items by year (pre-tax basis) is presented below (in thousands): 2022 2021 2020 Reimbursement of spectrum repacking $ (323) $ (4,942) $ (13,180) Property and equipment impairments — 1,095 — Intangible asset impairments charges — — 3,225 Contract termination and other costs related to national sales — 1,540 — Total spectrum repacking reimbursements and other, net $ (323) $ (2,307) $ (9,955) |
Other matters (Tables)
Other matters (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Recorded Unconditional Purchase Obligations | The table below lists programming contract commitments by year for each of the next five years all years thereafter in aggregate (in thousands): Year Programming Contracts 2023 $ 862,534 2024 417,141 2025 397,708 2026 377,558 2027 397,951 Thereafter 380,925 Total $ 2,833,817 See Note 7 for further information on our lease commitments. |
Description of business, basi_4
Description of business, basis of presentation and summary of significant accounting policies - Narrative (Details) | 12 Months Ended | ||||
Feb. 22, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) station segment market radioStation $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) | ||
Significant Accounting Policies [Line Items] | |||||
Number of television stations | station | 64 | ||||
Number of markets In which entity operates | market | 51 | ||||
Number of radio stations | radioStation | 2 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 1 | $ 1 | $ 1 | ||
Number of operating segments | segment | 1 | ||||
Number of reportable segments | segment | 1 | ||||
Write-offs of accounts receivable | $ 3,800,000 | $ 1,900,000 | $ 4,700,000 | ||
Goodwill | 2,981,587,000 | 2,981,587,000 | 2,968,693,000 | ||
Programming expense | 68,800,000 | 70,700,000 | 71,100,000 | ||
Syndicated programming rights | 44,064,000 | 53,100,000 | |||
Impairment of indefinite-lived intangible assets | $ 0 | 0 | 0 | ||
Submission period for customers to submit payments | Our customers generally submit payments monthly, generally within 60-90 days after the month that the service was provided. | ||||
Cost of revenues | [1] | $ 1,693,221,000 | 1,598,759,000 | 1,503,287,000 | |
Investment One | |||||
Significant Accounting Policies [Line Items] | |||||
Investments | 20,200,000 | 20,300,000 | |||
Equity investments, impairment loss | $ 2,500,000 | ||||
Recorded gains | 1,900,000 | ||||
Restricted stock | |||||
Significant Accounting Policies [Line Items] | |||||
Requisite service period | 4 years | ||||
Performance share units | |||||
Significant Accounting Policies [Line Items] | |||||
Requisite service period | 3 years | ||||
Award vesting period | 2 years | ||||
Level 2 | Investment One | |||||
Significant Accounting Policies [Line Items] | |||||
Equity investments, impairment loss | 1,900,000 | 9,200,000 | |||
Recorded gains | 1,900,000 | ||||
Television and radio station FCC broadcast licenses | |||||
Significant Accounting Policies [Line Items] | |||||
Television and radio station FCC broadcast licenses | $ 2,123,898,000 | 2,123,898,000 | |||
Impairment of indefinite-lived intangible assets | 1,100,000 | ||||
FCC licenses which have experienced limited headroom | |||||
Significant Accounting Policies [Line Items] | |||||
Television and radio station FCC broadcast licenses | 412,200,000 | ||||
FCC licenses, all other licenses | |||||
Significant Accounting Policies [Line Items] | |||||
Television and radio station FCC broadcast licenses | $ 1,710,000,000 | ||||
Building and Improvements | Minimum | |||||
Significant Accounting Policies [Line Items] | |||||
Property, plant and equipment, useful life (in years) | 10 years | ||||
Building and Improvements | Maximum | |||||
Significant Accounting Policies [Line Items] | |||||
Property, plant and equipment, useful life (in years) | 40 years | ||||
Machinery, Equipment, and Fixtures | Minimum | |||||
Significant Accounting Policies [Line Items] | |||||
Property, plant and equipment, useful life (in years) | 3 years | ||||
Machinery, Equipment, and Fixtures | Maximum | |||||
Significant Accounting Policies [Line Items] | |||||
Property, plant and equipment, useful life (in years) | 25 years | ||||
Cost of Sales | |||||
Significant Accounting Policies [Line Items] | |||||
Bad debt expense | $ 3,100,000 | (700,000) | 8,000,000 | ||
Selling, General and Administrative Expenses | Advertising | |||||
Significant Accounting Policies [Line Items] | |||||
Cost of revenues | $ 9,700,000 | $ 9,800,000 | $ 5,800,000 | ||
Business Combination Termination Scenario One | Teton Parent Corp | |||||
Significant Accounting Policies [Line Items] | |||||
Termination fee | $ 136,000,000 | ||||
Business Combination Termination Scenario Two | Teton Parent Corp | |||||
Significant Accounting Policies [Line Items] | |||||
Termination fee | $ 272,000,000 | ||||
Teton Parent Corp | |||||
Significant Accounting Policies [Line Items] | |||||
Conversion price (in dollars per share) | $ / shares | $ 24 | ||||
Teton Parent Corp | Closing Between November 22, 2022 and February 22, 2023 | |||||
Significant Accounting Policies [Line Items] | |||||
Ticking fee, per day (dollars per share) | $ / shares | 0.00166667 | ||||
Teton Parent Corp | Closing Between February 22, 2023 and March 22, 2023 | |||||
Significant Accounting Policies [Line Items] | |||||
Ticking fee, per day (dollars per share) | $ / shares | 0.0025 | ||||
Ticking fee, per month (dollars per share) | $ / shares | 0.15333333 | ||||
Teton Parent Corp | Closing Between March 22, 2023 and April 22, 2023 | |||||
Significant Accounting Policies [Line Items] | |||||
Ticking fee, per day (dollars per share) | $ / shares | 0.00333333 | ||||
Ticking fee, per month (dollars per share) | $ / shares | 0.22333333 | ||||
Teton Parent Corp | Closing Between April 22, 2023 and May 22, 2023 | |||||
Significant Accounting Policies [Line Items] | |||||
Ticking fee, per day (dollars per share) | $ / shares | 0.00416667 | ||||
Ticking fee, per month (dollars per share) | $ / shares | $ 0.3266667 | ||||
[1]Cost of revenues exclude charges for depreciation and amortization expense, which are shown separately above. |
Description of business, basi_5
Description of business, basis of presentation and summary of significant accounting policies - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 3,279,245 | $ 2,991,093 | $ 2,937,780 |
Subscription | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 1,530,402 | 1,466,433 | 1,286,611 |
Advertising & Marketing Services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 1,363,417 | 1,428,082 | 1,174,774 |
Political | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 341,110 | 60,573 | 445,535 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 44,316 | $ 36,005 | $ 30,860 |
Goodwill and other intangible_3
Goodwill and other intangible assets - Schedule of Goodwill (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Number of reportable segments | segment | 1 | |
Number of operating segments | segment | 1 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 2,981,587 | $ 2,968,693 |
Business acquisition | 12,894 | |
Adjustments | 0 | |
Ending balance | $ 2,981,587 | $ 2,981,587 |
Goodwill and other intangible_4
Goodwill and other intangible assets - Schedule of Indefinite-Lived Intangible Assets, and Amortizable Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (348,087) | $ (298,593) |
Total | 257,708 | |
Total indefinite-lived and amortizable intangible assets, gross | 2,729,693 | 2,740,081 |
Total indefinite-lived and amortizable intangible assets, net | 2,381,606 | 2,441,488 |
Television and radio station FCC broadcast licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Television and radio station FCC broadcast licenses | 2,123,898 | 2,123,898 |
Retransmission agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 224,827 | 235,215 |
Accumulated Amortization | (184,796) | (168,439) |
Total | 40,031 | 66,776 |
Network affiliation agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 309,503 | 309,503 |
Accumulated Amortization | (121,664) | (97,195) |
Total | 187,839 | 212,308 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 71,465 | 71,465 |
Accumulated Amortization | (41,627) | (32,959) |
Total | $ 29,838 | $ 38,506 |
Goodwill and other intangible_5
Goodwill and other intangible assets - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Jan. 27, 2021 USD ($) sportLeague | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||
Number of major professional sports leagues | sportLeague | 4 | |||
Goodwill | $ 2,981,587 | $ 2,981,587 | $ 2,968,693 | |
Locked On Podcast Network LLC | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Initial purchase price | $ 13,300 | |||
Base purchase price | 13,800 | |||
Working capital adjustment | 500 | |||
Goodwill | 12,900 | |||
Retransmission agreements | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Decrease in gross intangible assets | 10,400 | |||
Decrease In accumulated amortization | $ 10,400 | |||
Trade Names | Locked On Podcast Network LLC | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | $ 900 |
Goodwill and other intangible_6
Goodwill and other intangible assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 53,467 |
2024 | 47,293 |
2025 | 28,468 |
2026 | 24,431 |
2027 | 14,577 |
Thereafter | 89,472 |
Total | $ 257,708 |
Investments and other assets -
Investments and other assets - Schedule of Investments and Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Investments, All Other Investments [Abstract] | ||
Cash value life insurance | $ 48,919 | $ 53,189 |
Available-for-sale debt security | 0 | 23,800 |
Equity method investments | 17,003 | 21,986 |
Other equity investments | 20,158 | 20,331 |
Deferred debt issuance costs | 2,232 | 5,805 |
Long-term contract assets | 14,135 | 0 |
Other long-term assets | 24,047 | 27,397 |
Total | $ 126,494 | $ 152,508 |
Investments and other assets _2
Investments and other assets - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||||
Other non-operating items, net | $ 21,431 | $ 6,825 | $ (34,029) | ||
Proceeds from maturity of debt securities available for sale | $ 3,000 | ||||
MadHive Inc | Commercial Agreement | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Amortization period | 2 years | ||||
Investment One | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity investments, impairment loss | $ 2,500 | ||||
Recorded gains | 1,900 | ||||
Different investment | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity investments, impairment loss | $ 1,900 | ||||
Reclassification out of Accumulated Other Comprehensive Income | AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-Sale, Including Noncontrolling Interest | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Other non-operating items, net | $ 20,800 | $ 20,800 |
Income taxes - Schedule of Prov
Income taxes - Schedule of Provision (Benefit) for Income Taxes on Income Consists (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | |||
Federal | $ 161,438 | $ 114,255 | $ 123,882 |
State and other | 23,456 | 11,310 | 21,878 |
Total | 184,894 | 125,565 | 145,760 |
Deferred | |||
Federal | 13,435 | 15,400 | 4,532 |
State and other | 4,041 | (5,484) | 4,001 |
Total | 17,476 | 9,916 | 8,533 |
Total | |||
Federal | 174,873 | 129,655 | 128,414 |
State and other | 27,497 | 5,826 | 25,879 |
Total | $ 202,370 | $ 135,481 | $ 154,293 |
Income taxes - Schedule of Reco
Income taxes - Schedule of Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. statutory tax rate | 21% | 21% | 21% |
Increase (decrease) in taxes resulting from: | |||
State taxes (net of federal income tax benefit) | 2.70% | 2.60% | 3.30% |
Uncertain tax positions, settlements and lapse of statutes of limitations | 0% | 0.30% | (0.10%) |
Valuation allowance on equity method investment | 0.60% | 0% | 0.40% |
Other valuation allowances, tax rate changes, & deferred adjustments | (0.60%) | (1.70%) | (0.10%) |
Non-deductible transaction costs | 0.50% | 0.10% | 0% |
Net excess benefits or expense on share-based payments | (0.30%) | (0.20%) | (0.10%) |
Other, net | 0.40% | 0% | (0.20%) |
Effective tax rate | 24.30% | 22.10% | 24.20% |
Income taxes - Schedule of Defe
Income taxes - Schedule of Deferred Tax Liabilities and Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax liabilities | ||||
Accelerated amortization of deductible intangibles | $ 540,260 | $ 534,438 | ||
Accelerated depreciation | 67,278 | 67,697 | ||
Right-of-use assets for operating leases | 19,467 | 21,648 | ||
Other | 4,183 | 3,792 | ||
Total deferred tax liabilities | 631,188 | 627,575 | ||
Deferred tax assets | ||||
Accrued compensation costs | 23,439 | 24,147 | ||
Pension and post-retirement medical and life | 20,775 | 17,400 | ||
Loss carryforwards | 12,537 | 31,841 | ||
Operating lease liabilities | 20,403 | 22,582 | ||
Other | 24,242 | 25,160 | ||
Total deferred tax assets | 101,396 | 121,130 | ||
Deferred tax asset valuation allowance | 26,339 | 41,929 | $ 43,467 | $ 45,661 |
Total net deferred tax liabilities | $ 556,131 | $ 548,374 |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | ||||
Loss carryforwards | $ 12,537 | $ 31,841 | ||
Deferred tax assets valuation allowance | 26,339 | 41,929 | $ 43,467 | $ 45,661 |
Decrease in valuation allowance | 15,600 | |||
Unrecognized tax benefits that, if recognized, would impact effective tax rate | 6,400 | 6,800 | ||
Recognized expense/income from the release of penalty reserves | 200 | 700 | $ 0 | |
Accrued interest expense and penalties payable related to unrecognized tax benefits | 900 | $ 700 | ||
Estimated decrease in gross unrecognized tax positions within the next 12 months, maximum | 2,100 | |||
State | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward | 5,100 | |||
Loss carryforwards | 9,100 | |||
Decrease in valuation allowance | 14,300 | |||
Federal | ||||
Income Taxes [Line Items] | ||||
Loss carryforwards | $ 1,800 |
Income taxes - Schedule of Valu
Income taxes - Schedule of Valuation Allowances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Tax Assets, Valuation Allowance [Roll Forward] | |||
Beginning at beginning of period | $ 41,929 | $ 43,467 | $ 45,661 |
Additions to valuation allowance | 7,228 | 6,108 | 3,719 |
Reductions to valuation allowance | (22,818) | (7,646) | (5,913) |
Balance at the end of the period | $ 26,339 | $ 41,929 | $ 43,467 |
Income taxes - Schedule of Acti
Income taxes - Schedule of Activity Related to Unrecognized Tax Benefits, Excluding Federal Tax Benefit of State Tax Deductions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Change in unrecognized tax benefits | |||
Balance at beginning of year | $ 8,196 | $ 7,435 | $ 8,050 |
Additions for tax positions of prior years | 0 | 1,363 | 630 |
Settlements | (9) | 0 | 0 |
Reductions due to lapse of statutes of limitations | (462) | (602) | (1,245) |
Balance as of end of year | $ 7,725 | $ 8,196 | $ 7,435 |
Long-term debt - Schedule of Lo
Long-term debt - Schedule of Long-term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total principal long-term debt | $ 3,090,000 | $ 3,256,000 |
Debt issuance costs | (26,911) | (31,378) |
Unamortized premiums and discounts, net | 6,227 | 7,348 |
Total long-term debt | 3,069,316 | 3,231,970 |
Borrowings under revolving credit facility expiring August 2024 | ||
Debt Instrument [Line Items] | ||
Total principal long-term debt | $ 0 | 166,000 |
Unsecured notes bearing fixed rate interest at 4.75% due March 2026 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate stated percentage | 4.75% | |
Total principal long-term debt | $ 550,000 | 550,000 |
Unsecured notes bearing fixed rate interest at 7.75% due June 2027 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate stated percentage | 7.75% | |
Total principal long-term debt | $ 200,000 | 200,000 |
Unsecured notes bearing fixed rate interest at 7.25% due September 2027 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate stated percentage | 7.25% | |
Total principal long-term debt | $ 240,000 | 240,000 |
Unsecured notes bearing fixed rate interest at 4.625% due March 2028 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate stated percentage | 4.625% | |
Total principal long-term debt | $ 1,000,000 | 1,000,000 |
Unsecured notes bearing fixed rate interest at 5.00% due September 2029 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate stated percentage | 5% | |
Total principal long-term debt | $ 1,100,000 | $ 1,100,000 |
Long-term debt - Narrative (Det
Long-term debt - Narrative (Details) - Revolving Credit Facility - Line of Credit - Amended And Restated Competitive Advance And Revolving Credit Agreement | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
Unused borrowing capacity | $ 1,490,000,000 |
Maximum borrowing capacity | $ 1,510,000,000 |
Long-term debt - Schedule of An
Long-term debt - Schedule of Annual Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 550,000 | |
2027 | 440,000 | |
Thereafter | 2,100,000 | |
Total | $ 3,090,000 | $ 3,256,000 |
Retirement plans - Schedule of
Retirement plans - Schedule of Pension Costs (Details) - Retirement Plans - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost-benefits earned during the period | $ 0 | $ 2 | $ 7 |
Interest cost on benefit obligation | 16,830 | 15,887 | 19,487 |
Expected return on plan assets | (19,502) | (34,679) | (31,058) |
Amortization of prior service cost | 90 | 90 | 90 |
Amortization of actuarial loss | 4,583 | 4,952 | 6,207 |
Pension payment timing related charge | 300 | 946 | 0 |
Expense for (income from) company-sponsored retirement plans | $ 2,301 | $ (12,802) | $ (5,267) |
Retirement plans - Schedule o_2
Retirement plans - Schedule of Changes in Projected Benefit Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Change in benefit obligations | |||
Benefit obligations as of end of year | $ 464,309 | ||
Change in plan assets | |||
Fair value of plan assets as of end of year | 385,005 | ||
Funded status as of end of year | (79,304) | ||
Amounts recognized in Consolidated Balance Sheets | |||
Pension liabilities—non-current | (73,684) | $ (58,063) | |
Retirement Plans | |||
Change in benefit obligations | |||
Benefit obligations as of beginning of year | 605,834 | 646,662 | |
Service cost | 0 | 2 | $ 7 |
Interest cost | 16,830 | 15,887 | 19,487 |
Actuarial gains | (119,462) | (18,246) | |
Benefits paid | (36,943) | (35,874) | |
Settlements | (1,950) | (2,597) | |
Benefit obligations as of end of year | 464,309 | 605,834 | 646,662 |
Change in plan assets | |||
Fair value of plan assets as of beginning of year | 541,758 | 552,996 | |
Actual (losses) gains experienced by plan assets | (123,648) | 20,896 | |
Employer contributions | 5,788 | 6,337 | |
Benefits paid | (36,943) | (35,874) | |
Settlements | (1,950) | (2,597) | |
Fair value of plan assets as of end of year | 385,005 | 541,758 | $ 552,996 |
Funded status as of end of year | (79,304) | (64,076) | |
Amounts recognized in Consolidated Balance Sheets | |||
Accrued liabilities other—current | (5,620) | (6,013) | |
Pension liabilities—non-current | $ (73,684) | $ (58,063) |
Retirement plans - Narrative (D
Retirement plans - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
401(k) employee maximum matching contribution (up to) | 50% | ||
401(k) employer matching contribution | 100% | ||
Contributions per employee subject to employer match | 4% | ||
Compensation expense related to 401(k) contributions | $ 18,700,000 | $ 17,100,000 | $ 16,500,000 |
Expenses incurred for multi-employer withdrawal liabilities | $ 0 | 0 | 0 |
AFTRA Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Funded percentage | 79% | ||
Contribution by employer | $ 2,700,000 | 2,900,000 | $ 2,400,000 |
Retirement Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Actuarial gain | $ 119,462,000 | $ 18,246,000 | |
Discount rate | 5.50% | 2.89% | 2.54% |
Actuarial gain (losses) from change in discount rate | $ 120,100,000 | $ 22,100,000 | |
Accumulated benefit obligation | 464,309,000 | 605,817,000 | |
Contributions made to SERP | 5,788,000 | $ 6,337,000 | |
Contributions expected to be made during next fiscal year | $ 5,500,000 | ||
Target Allocation | 100% | ||
Actual rate of return on plan assets (as a percent) | (23.00%) | 4.50% | 23.50% |
Retirement Plans | Corporate stock | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Target Allocation | 14% | ||
Retirement Plans | Debt securities | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Target Allocation | 86% | ||
SERP | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Contributions made to SERP | $ 5,800,000 |
Retirement plans - Schedule o_3
Retirement plans - Schedule of Net Funded Status (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair Value of Plan Assets | $ 385,005 | ||
Benefit Obligation | 464,309 | ||
Funded Status | (79,304) | ||
Retirement Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair Value of Plan Assets | 385,005 | $ 541,758 | $ 552,996 |
Benefit Obligation | 464,309 | 605,834 | $ 646,662 |
Funded Status | (79,304) | $ (64,076) | |
SERP | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair Value of Plan Assets | 0 | ||
Benefit Obligation | 46,048 | ||
Funded Status | (46,048) | ||
All other | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair Value of Plan Assets | 0 | ||
Benefit Obligation | 311 | ||
Funded Status | (311) | ||
TRP | Retirement Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair Value of Plan Assets | 385,005 | ||
Benefit Obligation | 417,950 | ||
Funded Status | $ (32,945) |
Retirement plans - Schedule o_4
Retirement plans - Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets (Details) - Retirement Plans - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Accumulated benefit obligation | $ 464,309 | $ 605,817 |
Fair value of plan assets | $ 385,005 | $ 541,758 |
Retirement plans - Schedule o_5
Retirement plans - Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets (Details) - Retirement Plans - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | $ 464,309 | $ 605,834 |
Fair value of plan assets | $ 385,005 | $ 541,758 |
Retirement plans - Schedule o_6
Retirement plans - Schedule of Net Periodic Benefit Cost Not Yet Recognized (Details) - Retirement Plans - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial losses | $ (167,502) | $ (148,696) |
Prior service cost | (1,526) | (1,617) |
Amounts in accumulated other comprehensive loss | $ (169,028) | $ (150,313) |
Retirement plans - Schedule o_7
Retirement plans - Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Comprehensive Income (Loss) [Line Items] | |||
Current year net actuarial (loss) gain | $ (21,892) | $ 4,463 | $ 22,574 |
Amortization of previously deferred prior service costs | 4,158 | 5,217 | 6,209 |
Pension and other postretirement benefit items | (17,434) | 10,626 | 28,783 |
Retirement Plans | |||
Comprehensive Income (Loss) [Line Items] | |||
Current year net actuarial (loss) gain | (23,688) | 4,463 | 23,597 |
Amortization of actuarial loss | 4,583 | 4,952 | 6,207 |
Amortization of previously deferred prior service costs | 90 | 90 | 91 |
Pension payment timing related charges | 300 | 946 | 0 |
Pension and other postretirement benefit items | $ (18,715) | $ 10,451 | $ 29,895 |
Retirement plans - Schedule o_8
Retirement plans - Schedule of Assumptions Used (Details) - Retirement Plans | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Discount rate | 2.89% | 2.54% | 3.29% |
Expected return on plan assets | 3.75% | 6.50% | 6.75% |
Retirement plans - Schedule o_9
Retirement plans - Schedule of Assumptions Used in Calculating Pension Benefit Obligations Table (Details) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Retirement Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Discount rate | 5.50% | 2.89% | 2.54% |
Retirement plans - Schedule _10
Retirement plans - Schedule of Allocation of Plan Assets (Details) - Retirement Plans | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Target Allocation | 100% | |
Allocation of Plan Assets | 100% | 100% |
Equity securities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Target Allocation | 14% | |
Allocation of Plan Assets | 14% | 10% |
Debt securities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Target Allocation | 86% | |
Allocation of Plan Assets | 86% | 86% |
Other (including hedge funds and private real estate) | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Target Allocation | 0% | |
Allocation of Plan Assets | 0% | 4% |
Retirement plans - Schedule _11
Retirement plans - Schedule of Expected Benefit Payments (Details) - Retirement Plans $ in Thousands | Dec. 31, 2022 USD ($) |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2023 | $ 50,145 |
2024 | 39,405 |
2025 | 39,884 |
2026 | 39,473 |
2027 | 38,829 |
2028 through 2032 | $ 179,115 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Weighted-average remaining lease term for lease portfolio (in years) | 8 years 4 months 24 days | ||
Weighted average discount rate (as a percent) | 5% | ||
Lease expense | $ 16.7 | $ 17.8 | $ 18 |
Cash payments for operating leases | $ 17.6 | $ 18.5 | $ 17.1 |
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 15 years |
Leases - Schedule of Lessee, Op
Leases - Schedule of Lessee, Operating Leases, Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Right-of-use assets for operating leases | $ 78,448 | $ 87,279 |
Liabilities | ||
Operating lease liabilities (current) | 11,491 | 11,867 |
Operating lease liabilities (non-current) | 79,503 | 88,970 |
Total operating lease liabilities | $ 90,994 | $ 100,837 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other | Other |
Leases - Schedule of Future Ren
Leases - Schedule of Future Rent Payments on Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Future Period | ||
2023 | $ 16,867 | |
2024 | 15,163 | |
2025 | 12,661 | |
2026 | 11,880 | |
2027 | 11,660 | |
Thereafter | 46,583 | |
Total lease payments | 114,814 | |
Less: amount of lease payments representing interest | 23,820 | |
Present value of lease liabilities | $ 90,994 | $ 100,837 |
Fair value measurement - Narrat
Fair value measurement - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) investment | Dec. 31, 2021 USD ($) investment | Dec. 31, 2020 USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Increase in the fair value of the debt security | $ 20,800 | ||
Available-for-sale debt security | $ 0 | 23,800 | |
Hedge funds redemption period | 95 days | ||
Future funding commitments | $ 700 | 700 | |
Hedge funds redemption potential holdback percentage | 5% | ||
Investment One | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Equity investments, impairment loss | $ 2,500 | ||
Recorded gains | 1,900 | ||
Different investment | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Equity investments, impairment loss | 1,900 | ||
Level 3 | One Investment | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Equity investments, impairment loss | $ 2,500 | ||
Level 2 | Investment One | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Equity investments, impairment loss | 1,900 | $ 9,200 | |
Recorded gains | $ 1,900 | ||
Partnership/joint venture interests | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Number of investments held in collective trusts | investment | 2 | ||
Hedge funds redemption period | 30 days | ||
Redemption fee (as a percent) | 0.45% | ||
Common collective trust | Fair Value Measured at Net Asset Value Per Share | Retirement Plans | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Number of investments held in collective trusts | investment | 5 | ||
Common collective trust - fixed income | Fair Value Measured at Net Asset Value Per Share | Retirement Plans | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Number of investments held in collective trusts | investment | 4 | ||
Fair Value | Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of long-term debt | $ 2,950,000 | $ 3,400,000 |
Fair value measurement - Schedu
Fair value measurement - Schedule of Fair Value of Pension Plan Assets by Level within Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | $ 385,005 | ||
Retirement Plans | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | 385,005 | $ 541,758 | $ 552,996 |
Retirement Plans | Fair Value, Inputs, Level 1, 2 and 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | 32,107 | ||
Retirement Plans | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | 32,107 | ||
Retirement Plans | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | 0 | ||
Retirement Plans | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | 0 | ||
Retirement Plans | Cash and other | Fair Value, Inputs, Level 1, 2 and 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | 544 | ||
Retirement Plans | Cash and other | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | 544 | ||
Retirement Plans | Cash and other | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | 0 | ||
Retirement Plans | Cash and other | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | 0 | ||
Retirement Plans | Corporate stock | Fair Value, Inputs, Level 1, 2 and 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | 25,324 | ||
Retirement Plans | Corporate stock | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | 25,324 | ||
Retirement Plans | Corporate stock | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | 0 | ||
Retirement Plans | Corporate stock | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | 0 | ||
Retirement Plans | Interest in registered investment companies | Fair Value, Inputs, Level 1, 2 and 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | 6,239 | ||
Retirement Plans | Interest in registered investment companies | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | 6,239 | ||
Retirement Plans | Interest in registered investment companies | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | 0 | ||
Retirement Plans | Interest in registered investment companies | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | 0 | ||
Retirement Plans | Common collective trust - equities | Fair Value Measured at Net Asset Value Per Share | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | 54,917 | 22,356 | |
Retirement Plans | Common collective trust - fixed income | Fair Value Measured at Net Asset Value Per Share | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | 329,821 | 465,842 | |
Retirement Plans | Hedge fund | Fair Value Measured at Net Asset Value Per Share | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | 19,156 | ||
Retirement Plans | Partnership/joint venture interests | Fair Value Measured at Net Asset Value Per Share | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value of plan assets | $ 267 | $ 2,297 |
Shareholders' equity - Narrativ
Shareholders' equity - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | May 04, 2010 | |
Stockholders Equity Note [Line Items] | ||||||
Common stock, authorized (in shares) | 800,000,000 | 800,000,000 | ||||
Preferred stock, authorized (in shares) | 2,000,000 | 2,000,000 | ||||
Common stock, outstanding (in shares) | 223,400,000 | 221,400,000 | ||||
Treasury stock (in shares) | 100,970,426 | 103,012,455 | ||||
Preferred stock, issued (in shares) | 0 | 0 | ||||
Preferred stock, outstanding (in shares) | 0 | 0 | ||||
Shares approved to be repurchased under share repurchase program, amount (up to) | $ 300,000,000 | $ 300,000,000 | ||||
Share repurchase program period (in years) | 3 years | |||||
Shares repurchased under share repurchase program (in shares) | 0 | 0 | 0 | |||
Stock options | Employee | ||||||
Stockholders Equity Note [Line Items] | ||||||
Shares reserved for issuance (in shares) | 20,000,000 | 60,000,000 | ||||
RSU Program | Employee | ||||||
Stockholders Equity Note [Line Items] | ||||||
Number of shares of common stock received for each RSU granted | 1 | |||||
Award vesting percentage | 25% | |||||
RSUs | ||||||
Stockholders Equity Note [Line Items] | ||||||
Unrecognized compensation cost related to non-vested share-based compensation | $ 26,700,000 | |||||
Unrecognized compensation cost related to non-vested share-based compensation for options, recognition period | 2 years 4 months 24 days | |||||
PSAs | ||||||
Stockholders Equity Note [Line Items] | ||||||
Award vesting period | 2 years | |||||
Additional service period | 1 year | |||||
Incentive period | 3 years | |||||
Unrecognized compensation cost related to non-vested share-based compensation | $ 6,900,000 | |||||
Unrecognized compensation cost related to non-vested share-based compensation for options, recognition period | 1 year 9 months 18 days | |||||
Requisite service period | 3 years |
Shareholders' equity - Schedule
Shareholders' equity - Schedule of Earnings (Loss) Per Share (Basic and Diluted) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Net income | $ 631,198 | $ 478,197 | $ 482,763 |
Net (income) loss attributable to noncontrolling interest | (729) | (1,242) | 15 |
Adjustment of redeemable noncontrolling interest to redemption value | (560) | 46 | (948) |
Earnings available to common shareholders | $ 629,909 | $ 477,001 | $ 481,830 |
Weighted average number of common shares outstanding - basic | 223,652 | 221,504 | 219,232 |
Effect of dilutive securities | |||
Weighted average number of common shares outstanding - diluted | 224,486 | 222,471 | 219,733 |
Earnings per share - basic (in dollars per share) | $ 2.82 | $ 2.15 | $ 2.20 |
Earnings per share - diluted (in dollars per share) | $ 2.81 | $ 2.14 | $ 2.19 |
Restricted stock | |||
Effect of dilutive securities | |||
Effect of dilutive securities (in shares) | 535 | 736 | 246 |
Performance share units | |||
Effect of dilutive securities | |||
Effect of dilutive securities (in shares) | 299 | 230 | 254 |
Stock options | |||
Effect of dilutive securities | |||
Effect of dilutive securities (in shares) | 0 | 1 | 1 |
Shareholders' equity - Schedu_2
Shareholders' equity - Schedule of Stock-Based Compensation Related Amounts Recognized in the Consolidated Statements of Income for Equity Awards (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 30,481 | $ 31,515 | $ 20,306 |
Total income tax benefit | 10,744 | 8,082 | 4,297 |
Stock-based compensation net of tax | 19,737 | 23,433 | 16,009 |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 16,182 | 12,806 | 11,686 |
PSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 14,299 | $ 18,709 | $ 8,620 |
Shareholders' equity - Schedu_3
Shareholders' equity - Schedule of Restricted Stock and RSU Awards (Details) - Restricted Stock and Restricted Stock Units - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | |||
Unvested at beginning of year (in shares) | 2,842,288,000 | 2,614,654,000 | 2,132,936,000 |
Granted (in shares) | 949,022,000 | 1,282,636,000 | 1,416,300,000 |
Settled (in shares) | (1,118,395,000) | (899,282,000) | (738,159,000) |
Canceled (in shares) | (129,183,000) | (155,720,000) | (196,423,000) |
Unvested at end of year (in shares) | 2,543,732,000 | 2,842,288,000 | 2,614,654,000 |
Weighted average fair value | |||
Unvested at beginning of year (in dollars per share) | $ 15.11 | $ 13.09 | $ 13.22 |
Granted (in dollars per share) | 21.90 | 17.83 | 13.39 |
Settled (in dollars per share) | 14.62 | 13.21 | 14.03 |
Canceled (in dollars per share) | 16.39 | 14.56 | 13.14 |
Unvested at end of year (in dollars per share) | $ 17.80 | $ 15.11 | $ 13.09 |
Shareholders' equity - Schedu_4
Shareholders' equity - Schedule of Nonvested Performance-based Units Activity (Details) - Performance Share Awards - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Unvested at beginning of year (in shares) | 1,015,433,000 | 1,142,879,000 | 698,482,000 |
Granted (in shares) | 484,781,000 | 553,090,000 | 673,127,000 |
Settled (in shares) | (503,844,000) | (646,635,000) | (151,511,000) |
Canceled (in shares) | (10,266,000) | (33,901,000) | (77,219,000) |
Unvested at end of year (in shares) | 986,104,000 | 1,015,433,000 | 1,142,879,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Unvested at beginning of year (in dollars per share) | $ 15.04 | $ 12.87 | $ 12.26 |
Granted (in dollars per share) | 21.80 | 17.48 | 13.47 |
Settled (in dollars per share) | 15.26 | 13.22 | 13.40 |
Canceled (in dollars per share) | 17.09 | 14.20 | 12.50 |
Unvested at end of year (in dollars per share) | $ 18.18 | $ 15.04 | $ 12.87 |
Shareholders' equity - Schedu_5
Shareholders' equity - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | $ 2,519,906 | ||
Other comprehensive (loss) gain before reclassifications | (16,211) | $ 19,287 | $ 16,881 |
Amounts reclassified from AOCL | (12,106) | 4,573 | 4,640 |
Ending Balance | 3,071,722 | 2,519,906 | |
Retirement Plans | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | (113,090) | (120,979) | (142,398) |
Other comprehensive (loss) gain before reclassifications | (16,288) | 3,316 | 16,779 |
Amounts reclassified from AOCL | 3,313 | 4,573 | 4,640 |
Ending Balance | (126,065) | (113,090) | (120,979) |
Foreign Currency Translation | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | 455 | (97) | (199) |
Other comprehensive (loss) gain before reclassifications | 77 | 552 | 102 |
Amounts reclassified from AOCL | 0 | 0 | 0 |
Ending Balance | 532 | 455 | (97) |
Available-For-Sale Investment | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | 15,419 | 0 | |
Other comprehensive (loss) gain before reclassifications | 0 | 15,419 | |
Amounts reclassified from AOCL | (15,419) | 0 | |
Ending Balance | 0 | 15,419 | 0 |
Accumulated other comprehensive income (loss) | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | (97,216) | (121,076) | (142,597) |
Ending Balance | $ (125,533) | $ (97,216) | $ (121,076) |
Shareholders' equity - Schedu_6
Shareholders' equity - Schedule of Reclassification out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Total reclassifications, before tax | $ (16,342) | $ 6,163 | $ 6,209 |
Income tax effect | 4,236 | (1,590) | (1,569) |
Total reclassifications, net of tax | (12,106) | 4,573 | 4,640 |
Amortization of prior service credit | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Total reclassifications, before tax | (481) | (481) | (481) |
Amortization of actuarial loss | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Total reclassifications, before tax | 4,639 | 5,698 | 6,690 |
Realized gain on available-for-sale investment | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Total reclassifications, before tax | (20,800) | 0 | 0 |
Pension payment timing related charges | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Total reclassifications, before tax | $ 300 | $ 946 | $ 0 |
Spectrum repacking reimbursem_3
Spectrum repacking reimbursements and other, net - Schedule of Facility Consolidation and Asset Impairment Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Unusual or Infrequent Items, or Both [Abstract] | |||
Reimbursement of spectrum repacking | $ (323) | $ (4,942) | $ (13,180) |
Property and equipment impairments | 0 | 1,095 | 0 |
Intangible asset impairments charges | 0 | 0 | 3,225 |
Contract termination and other costs related to national sales | 0 | 1,540 | 0 |
Total spectrum repacking reimbursements and other, net | $ (323) | $ (2,307) | $ (9,955) |
Spectrum repacking reimbursem_4
Spectrum repacking reimbursements and other, net - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Unusual or Infrequent Item, or Both [Line Items] | |||
Reimbursement from spectrum repacking | $ 323,000 | $ 4,942,000 | $ 13,180,000 |
Asset impairment charges | 1,100,000 | ||
Impairment of indefinite-lived intangible assets | 0 | 0 | $ 0 |
Impairment of intangible asset indefinite lived excluding goodwill statement of income or comprehensive income extensible enumeration not disclosed flag | impairment charge | ||
Contract termination and other costs related to national sales | $ 0 | $ 1,540,000 | $ 0 |
Television and radio station FCC broadcast licenses | |||
Unusual or Infrequent Item, or Both [Line Items] | |||
Impairment of indefinite-lived intangible assets | 1,100,000 | ||
Trade Names | |||
Unusual or Infrequent Item, or Both [Line Items] | |||
Impairment of indefinite-lived intangible assets | $ 2,100,000 |
Other matters - Narrative (Deta
Other matters - Narrative (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||||||||
Feb. 27, 2023 letter lawsuit | Oct. 03, 2018 defendant | Jun. 30, 2022 USD ($) | Jan. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) agreement | Jun. 30, 2019 defendant | Dec. 13, 2018 defendant | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Proceeds from maturity of debt securities available for sale | $ 3 | |||||||||
Intangible Contract Asset | ||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Gross | $ 20.8 | |||||||||
Intangible asset useful life | 2 years | |||||||||
MadHive | ||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Number of renewed agreements | agreement | 2 | |||||||||
Equity And Debt Investment | ||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Expenses incurred with related party | $ 121.1 | $ 80.3 | $ 55.1 | |||||||
Accounts payable and accrued liabilities with related party | $ 8.9 | $ 10 | $ 8.9 | |||||||
Two Customers | Sales Revenue | Customer Concentration Risk | ||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Percentage of revenue | 10% | 10% | ||||||||
Customer One | Sales Revenue | Customer Concentration Risk | ||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Revenues | $ 416.3 | $ 410.8 | ||||||||
Customer Two | Sales Revenue | Customer Concentration Risk | ||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Revenues | 387.3 | 399.7 | ||||||||
One Customer | Sales Revenue | Customer Concentration Risk | ||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Percentage of revenue | 10% | |||||||||
Revenues | $ 393.4 | |||||||||
Programming Contracts | ||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Purchase commitments under contract | $ 2,830 | $ 1,350 | ||||||||
Clay, Massey & Associates, P.C. v. Gray Television | ||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Number of defendants | defendant | 16 | 4 | ||||||||
Settled Litigation | ||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Number of defendants | defendant | 4 | 7 | ||||||||
Pending Litigation | Merger Related Lawsuits | Subsequent Event | ||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Number of new claims filed | lawsuit | 7 | |||||||||
Number of pending claims | lawsuit | 1 | |||||||||
Number of demand letter received | letter | 4 |
Other matters - Schedule of Rec
Other matters - Schedule of Recorded Unconditional Purchase Obligations (Details) - Programming Contracts $ in Thousands | Dec. 31, 2022 USD ($) |
Recorded Unconditional Purchase Obligation [Line Items] | |
2023 | $ 862,534 |
2024 | 417,141 |
2025 | 397,708 |
2026 | 377,558 |
2027 | 397,951 |
Thereafter | 380,925 |
Total | $ 2,833,817 |