PART I. FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents TEGNA's unaudited condensed consolidated financial statements and detailed notes for the period ended September 30, 2023 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) TEGNA's total assets slightly decreased to **$7.195 billion** as of September 30, 2023, with stable long-term debt Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Sept. 30, 2023 (in thousands) | Dec. 31, 2022 (in thousands) | | :--- | :--- | :--- | | **Total Assets** | **$7,195,049** | **$7,328,896** | | Cash and cash equivalents | $553,030 | $551,681 | | Goodwill | $2,981,587 | $2,981,587 | | **Total Liabilities** | **$4,216,050** | **$4,239,756** | | Long-term debt | $3,071,899 | $3,069,316 | | **Total Equity** | **$2,960,540** | **$3,071,722** | [Consolidated Statements of Income](index=6&type=section&id=Consolidated%20Statements%20of%20Income) Q3 2023 revenues decreased to **$713.2 million** and net income to **$96.2 million**, primarily due to lower political advertising revenue Consolidated Income Statement Highlights (in thousands, except EPS) | Metric | Q3 2023 (in thousands) | Q3 2022 (in thousands) | 9 Months 2023 (in thousands) | 9 Months 2022 (in thousands) | | :--- | :--- | :--- | :--- | :--- | | **Revenues** | **$713,243** | **$803,111** | **$2,185,076** | **$2,362,115** | | Operating Income | $134,657 | $232,258 | $589,811 | $662,416 | | Merger Termination Fee | - | - | ($136,000) | - | | **Net Income Attributable to TEGNA** | **$96,183** | **$146,065** | **$400,591** | **$411,868** | | **Diluted EPS** | **$0.48** | **$0.65** | **$1.86** | **$1.83** | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash flow from operating activities decreased to **$408.8 million** for the nine months ended September 30, 2023, driven by lower revenue Consolidated Cash Flow Highlights (Nine Months Ended Sept. 30, in thousands) | Cash Flow Category | 2023 (in thousands) | 2022 (in thousands) | | :--- | :--- | :--- | | **Net cash flow from operating activities** | **$408,839** | **$600,705** | | Net cash flow used for investing activities | ($3,095) | ($36,062) | | Net cash flow used for financing activities | ($404,395) | ($244,991) | | **Increase in cash and cash equivalents** | **$1,349** | **$319,652** | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, the terminated merger, revenue sources, debt, share repurchases, and ongoing litigation - On May 22, 2023, TEGNA terminated its merger agreement with Teton Parent Corp. (an affiliate of Standard General). As a result, TEGNA received a **$136.0 million** termination fee, which was paid via **8.6 million** shares of the company's common stock and recorded as an operating item[21](index=21&type=chunk)[22](index=22&type=chunk) Revenue by Source (in thousands) | Revenue Source | Q3 2023 (in thousands) | Q3 2022 (in thousands) | 9 Months 2023 (in thousands) | 9 Months 2022 (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Subscription | $377,891 | $377,368 | $1,188,297 | $1,158,101 | | Advertising & Marketing | $312,413 | $320,764 | $937,984 | $1,010,490 | | Political | $11,643 | $92,904 | $22,925 | $161,727 | | Other | $11,296 | $12,075 | $35,870 | $31,797 | - In Q3 2023, the company sold a portion of its investment in MadHive, Inc. for **$26.4 million**, resulting in a gain of **$25.8 million**[35](index=35&type=chunk) - The company repurchased **$300 million** in shares through an Accelerated Share Repurchase (ASR) program completed in Q3 2023, receiving a total of **18.3 million** shares. An additional **1.7 million** shares were repurchased for **$27.9 million** under a separate program[49](index=49&type=chunk)[50](index=50&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, highlighting Q3 2023 revenue decrease due to lower political advertising and stable liquidity [Consolidated Results from Operations](index=22&type=section&id=Consolidated%20Results%20from%20Operations) Q3 2023 total revenues decreased by **11%** to **$713.2 million**, primarily due to an **87%** drop in political advertising revenue Revenue Comparison (Q3 2023 vs. Q3 2022, in thousands) | Revenue Category | 2023 (in thousands) | 2022 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Subscription | $377,891 | $377,368 | 0% | | Advertising & Marketing Services | $312,413 | $320,764 | (3)% | | Political | $11,643 | $92,904 | (87)% | | **Total revenues** | **$713,243** | **$803,111** | **(11)%** | - The decrease in total revenues for Q3 and the first nine months of 2023 was primarily due to the absence of the 2022 mid-term election cycle, which significantly reduced political revenue[76](index=76&type=chunk) - Cost of revenues increased in Q3 and the first nine months of 2023 compared to 2022, driven by rate increases under existing and newly renegotiated network affiliation agreements[78](index=78&type=chunk) - Non-operating income increased by **$31.7 million** in Q3 2023, primarily due to a **$25.8 million** gain on the sale of a portion of the MadHive investment[94](index=94&type=chunk) [Results from Operations - Non-GAAP Information](index=28&type=section&id=Results%20from%20Operations%20-%20Non-GAAP%20Information) Q3 2023 Adjusted EBITDA decreased **38%** to **$165.9 million**, reflecting lower revenues and higher programming costs Adjusted EBITDA Reconciliation (in thousands) | Metric | Q3 2023 (in thousands) | Q3 2022 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Net income attributable to TEGNA Inc. | $96,183 | $146,065 | (34%) | | Operating income | $134,657 | $232,258 | (42%) | | **Adjusted EBITDA (non-GAAP)** | **$165,921** | **$265,972** | **(38%)** | - Special items excluded from non-GAAP results in Q3 2023 include retention costs related to the terminated merger and a gain on the sale of an equity investment. In Q3 2022, special items included M&A-related costs[106](index=106&type=chunk) - Free cash flow for the two-year period ending September 30, 2023 was **$1.28 billion**, or **20.6%** of revenue, compared to **$1.42 billion**, or **22.6%** of revenue, for the period ending September 30, 2022[111](index=111&type=chunk) [Liquidity, Capital Resources and Cash Flows](index=33&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Cash%20Flows) TEGNA maintains strong liquidity with **$553.0 million** cash and **$1.49 billion** credit facility, increasing dividends and share repurchases - The company increased its quarterly dividend by **20%** from **9.5 cents** to **11.375 cents** per share in Q2 2023[113](index=113&type=chunk) - A **$300 million** Accelerated Share Repurchase (ASR) program was completed in Q3 2023, and an additional **$325 million** ASR is planned for Q4 2023[114](index=114&type=chunk)[115](index=115&type=chunk) - As of September 30, 2023, total debt was **$3.07 billion**, and the company was in compliance with all debt covenants, with a leverage ratio of **2.58x**[119](index=119&type=chunk)[120](index=120&type=chunk) [Goodwill](index=35&type=section&id=Goodwill) Goodwill headroom narrowed due to stock price decline, increasing future impairment risk despite current fair value exceeding carrying value - Despite the reporting unit's fair value exceeding its carrying value by over **20%** as of September 30, 2023, the decline in the company's stock price has narrowed the headroom, creating a risk of future goodwill impairment[125](index=125&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) Market risk exposure remains largely unchanged, with future credit facility borrowings subject to variable SOFR rates - The company has no outstanding floating interest rate debt, but future borrowings under its **$1.49 billion** available credit facility are subject to variable rates based on SOFR[129](index=129&type=chunk) [Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2023, with no material changes - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures are effective as of September 30, 2023[130](index=130&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company faces ongoing antitrust litigation but expects no material liability, with all merger-related lawsuits dismissed - TEGNA is a defendant in ongoing putative class action lawsuits alleging antitrust violations in local television advertising sales, which the company believes are without merit and intends to defend vigorously[52](index=52&type=chunk)[53](index=53&type=chunk)[55](index=55&type=chunk) - All seven lawsuits filed by purported stockholders related to the terminated merger have been voluntarily dismissed as of November 7, 2023[56](index=56&type=chunk) [Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors, except for a new risk concerning share repurchase programs and potential stock price volatility - A new risk factor was added concerning the company's share repurchase programs, stating there is no assurance they will enhance long-term stockholder value and could increase stock price volatility[134](index=134&type=chunk)[136](index=136&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) TEGNA repurchased **4.84 million** shares in Q3 2023, including final settlement of a **$300 million** ASR program Issuer Purchases of Equity Securities (Q3 2023) | Period | Total Shares Purchased (thousands) | Average Price Paid per Share ($) | | :--- | :--- | :--- | | August 2023 | 3,091 | $16.42 | | September 2023 | 1,749 | $15.96 | | **Total Q3 2023** | **4,840** | N/A | - As of September 30, 2023, approximately **$272.1 million** remained available for repurchases under the share repurchase program authorized in December 2020[138](index=138&type=chunk)[141](index=141&type=chunk) [Other Information](index=37&type=section&id=Item%205.%20Other%20Information) CEO David T. Lougee established a Rule 10b5-1 trading plan to sell up to **425,000** shares for estate planning - CEO David T. Lougee established a Rule 10b5-1 trading plan to sell up to **425,000** shares for estate planning, representing his first potential sales since becoming CEO in 2017[144](index=144&type=chunk)

Financial Data and Key Metrics Changes - Total company revenue decreased by 11% year-over-year, primarily due to reduced political revenue from the mid-term election cycle last year [9][37] - Subscription revenue reached a record high for the third quarter, showing a slight year-over-year increase [9][31] - Adjusted EBITDA for the third quarter was $166 million, down 38% year-over-year, mainly due to the absence of high-margin political revenue and increased programming costs [48][45] - Free cash flow generated during the quarter was $60 million, supported by high-margin subscription revenues [48] Business Line Data and Key Metrics Changes - Advertising and marketing services (AMS) revenue finished down 3% year-over-year, but underlying advertising trends were flat when adjusted for a national account loss [11][39] - Automotive advertising, the largest category within AMS, grew by 20% year-over-year, marking the fifth consecutive quarter of growth [12][41] - Services category also showed strong performance with a 15% year-over-year increase [12] Market Data and Key Metrics Changes - The company expects a favorable portfolio of stations for political advertising in 2024, benefiting from the presidential election cycle and the Summer Olympics [13][44] - Local OTT revenue for Premion was strong, up double-digits year-to-date, despite a year-over-year decline in total Premion revenue due to a national account loss [43][82] Company Strategy and Development Direction - The company is focused on enhancing performance, optimizing operational efficiency, and driving long-term shareholder value [7] - TEGNA reached a multiyear deal with ABC, renewing affiliations in 13 markets, which covers 9% of the US population [19][20] - The company is pursuing organic growth and evaluating opportunistic bolt-on M&A to augment its growth outlook [14][35] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism for 2024, citing strong operating performance and favorable market conditions [44][18] - The company anticipates continued improvement in advertising revenue trends into the fourth quarter [11][61] - Management acknowledged macroeconomic challenges but highlighted the resilience of their business model [41][36] Other Important Information - The company completed an initial $300 million accelerated share repurchase program, reducing outstanding shares by approximately 18 million [32][26] - A second ASR program targeting $325 million is expected to commence shortly [16][70] - The board declared a 20% increase in the regular quarterly dividend, which was paid out for the first time in October [34] Q&A Session Summary Question: How are advertising trends expected to evolve in Q4? - Management indicated that sequential trends are improving and that underlying advertising trends would be better in Q4, despite the impact of a national account loss [61][60] Question: What is the company's approach to share repurchases during the upcoming ASR? - Management stated that they will use the ASR program opportunistically and will evaluate share repurchase opportunities based on market conditions [70][68] Question: How does the company view the impact of streaming on its business? - Management believes that sports broadcasting will remain a significant driver, and they are focused on maximizing value from their partnerships with networks [76][75] Question: What is the outlook for Premion's performance? - Management noted that while total Premion revenues are down, local revenue is strong and growing, indicating a focus on local advertisers [82][81] Question: How does the company plan to manage expenses moving forward? - Management acknowledged some temporary increases in expenses related to strategic planning and employee development but expects overall expenses to decrease in the fourth quarter [47][66]

Financial Highlights and Capital Allocation - TEGNA has $1.5 billion undrawn capacity on its revolving credit facility[5] - The company is committed to nearly $800 million in share reductions this year[6] - TEGNA expects to retire approximately 45 to 50 million shares by the end of March 2024, representing over 20% of shares outstanding prior to these actions[6] - TEGNA's debt is 100% fixed-rate with an effective rate of 5.2%[7] Revenue and Performance - TEGNA achieved record third-quarter subscription revenue in 2023[20, 68] - Total video plays across TEGNA's O&Os and YouTube averaged 400 million monthly in Q3 2023, a +69% year-over-year increase[32] - Total revenue was down 11% year-over-year in Q3 2023, primarily due to the absence of political revenue from the mid-term election cycle[41] - Subscription revenue in Q3 2023 was $378 million[42] Strategic Positioning and Growth - TEGNA is the largest independent owner of Big 4 affiliates in the top 25 markets[26, 52] - TEGNA's revenues are diversified, with subscription and political revenue comprising more than 50% of total company revenue on a two-year basis[27] - True Crime Network and Quest are reaching 88% and 83% of U S TV households, respectively[32, 58]

TEGNA Inc. (NYSE:TGNA) Q2 2023 Earnings Conference Call August 3, 2023 10:00 AM ET Company Participants Julie Heskett - SVP of Finance and IR Dave Lougee - President and CEO Victoria Harker - CFO Conference Call Participants Dan Kurnos - The Benchmark Company Craig Huber - Huber Research James Goss - Barrington Research Steven Cahall - Wells Fargo Aaron Watts - Deutsche Bank Operator Thank you for standing by, and welcome to the Second Quarter TEGNA Earnings Conference Call. At this time, all participants a ...

TEGNA INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ FORM 10-Q _______________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-6961 ___________________________ (Exact name of registrant as specified in its charter) ___________________________ ( ...

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-6961 ___________________________ TEGNA INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ FORM 10-Q _______________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR (Exact name of registrant as specified in its charter) ___________________________ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-6961 TEGNA INC. 8350 Broad Street, Suite 2000, Tysons, Virginia 22102-5151 (Address of principal executive offices) (Zip Code) (703) 873-660 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ FORM 10-Q _______________________ 8350 Broad Street, Suite 2000, Tysons, Virginia 22102-5151 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Address of principal executive offices) (Zip Code) For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-6961 _______ ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents TEGNA's unaudited financial statements and management's discussion and analysis for the period ended June 30, 2022 [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents TEGNA's unaudited condensed consolidated financial statements for the period ended June 30, 2022, including balance sheets, income statements, cash flows, and equity, along with detailed notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2022, TEGNA's balance sheet shows total assets of **$6.97 billion**, a slight increase, with total liabilities decreasing to **$4.21 billion** and total equity increasing to **$2.74 billion** Key Balance Sheet Items (in thousands) | Account | June 30, 2022 | Dec. 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $200,770 | $56,989 | | Goodwill | $2,981,587 | $2,981,587 | | Total assets | $6,965,478 | $6,917,646 | | **Liabilities & Equity** | | | | Long-term debt | $3,067,608 | $3,231,970 | | Total liabilities | $4,206,990 | $4,381,611 | | Total equity | $2,741,723 | $2,519,906 | [Consolidated Statements of Income](index=5&type=section&id=Consolidated%20Statements%20of%20Income) For Q2 2022, TEGNA reported **$784.9 million** in revenues and **$131.9 million** in net income, with diluted EPS of **$0.59**, showing significant year-over-year growth Q2 and H1 2022 vs 2021 Performance (in thousands, except EPS) | Metric | Q2 2022 | Q2 2021 | YTD 2022 | YTD 2021 | | :--- | :--- | :--- | :--- | :--- | | Revenues | $784,881 | $732,908 | $1,559,004 | $1,459,959 | | Operating income | $221,021 | $185,522 | $430,158 | $381,452 | | Net Income | $131,940 | $106,854 | $266,227 | $219,686 | | Diluted EPS | $0.59 | $0.48 | $1.19 | $0.99 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash flow from operating activities significantly increased to **$391.4 million** for H1 2022, with cash used for investing and financing activities, resulting in a substantial increase in cash and cash equivalents Cash Flow Summary for Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash flow from operating activities | $391,387 | $196,493 | | Net cash flow used for investing activities | ($23,819) | ($34,252) | | Net cash flow used for financing activities | ($223,787) | ($145,947) | | **Increase in cash** | **$143,781** | **$16,294** | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail significant accounting policies, the pending Merger Agreement for **$24.00** per share, revenue sources, and ongoing litigation including antitrust claims - On February 22, 2022, TEGNA entered into a Merger Agreement to be acquired for **$24.00** per share in cash, with a 'ticking fee' for delayed closing and an expected close in the second half of 2022, pending regulatory approvals[24](index=24&type=chunk) Revenue by Source (in thousands) | Revenue Source | Q2 2022 | Q2 2021 | YTD 2022 | YTD 2021 | | :--- | :--- | :--- | :--- | :--- | | Subscription | $389,079 | $375,081 | $780,733 | $761,818 | | Advertising & Marketing | $335,259 | $340,889 | $689,726 | $663,723 | | Political | $50,858 | $9,581 | $68,823 | $19,009 | | Other | $9,685 | $7,357 | $19,722 | $15,409 | - In Q1 2022, the company recognized a **$20.8 million** gain on an available-for-sale debt security from MadHive, Inc., recorded in 'Other non-operating items, net' following an amendment to the security's terms[37](index=37&type=chunk) - The company is a defendant in a consolidated class action lawsuit alleging antitrust violations in local television advertising sales, which TEGNA denies and intends to defend vigorously[52](index=52&type=chunk)[53](index=53&type=chunk) [Management's Discussion and Analysis (MD&A)](index=18&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses TEGNA's financial performance, highlighting the positive impact of political advertising, the pending merger, and the company's strong liquidity and compliance with debt covenants [Consolidated Results from Operations](index=19&type=section&id=Consolidated%20Results%20from%20Operations) Operating income increased to **$221.0 million** in Q2 2022 and **$430.2 million** in H1 2022, driven by political and subscription revenue, despite a slight dip in AMS revenue Revenue Change Analysis (2022 vs. 2021, in thousands) | Revenue Category | Q2 2022 | Q2 2021 | % Change | YTD 2022 | YTD 2021 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Subscription | $389,079 | $375,081 | 4% | $780,733 | $761,818 | 2% | | Advertising & Marketing | $335,259 | $340,889 | (2)% | $689,726 | $663,723 | 4% | | Political | $50,858 | $9,581 | 431% | $68,823 | $19,009 | 262% | - The increase in total revenues for H1 2022 was primarily driven by a **$49.8 million** increase in political revenue and an **$18.9 million** increase in subscription revenue from annual rate increases[74](index=74&type=chunk) - Corporate G&A expenses decreased in H1 2022 compared to H1 2021, mainly due to the absence of **$16.6 million** in advisory fees for activism defense incurred in 2021, partially offset by **$14.4 million** in M&A-related costs in 2022[81](index=81&type=chunk) [Non-GAAP Information](index=25&type=section&id=Results%20from%20Operations%20-%20Non-GAAP%20Information) This section reconciles non-GAAP measures, showing Adjusted EBITDA of **$505.3 million** for H1 2022 and a trailing two-year Free Cash Flow of **$1.42 billion**, reflecting improved operational performance Adjusted EBITDA Reconciliation (in thousands) | Metric | H1 2022 | H1 2021 | % Change | | :--- | :--- | :--- | :--- | | Net income attributable to TEGNA Inc. | $265,803 | $219,244 | 21% | | **Adjusted EBITDA (non-GAAP)** | **$505,279** | **$458,432** | **10%** | - For the six months ended June 30, 2022, the Adjusted EBITDA margin was **32%** with corporate expenses, compared to **31%** for the same period in 2021, driven by higher political and subscription revenue[108](index=108&type=chunk)[109](index=109&type=chunk) Free Cash Flow (Trailing Two-Year Period, in millions) | Metric | Two-Year Period Ended June 30, 2022 | Two-Year Period Ended June 30, 2021 | | :--- | :--- | :--- | | Free cash flow (non-GAAP) | $1,424.15 | $1,207.28 | | Free cash flow as a % of Revenue | 22.9% | 21.4% | [Liquidity, Capital Resources and Cash Flows](index=31&type=section&id=Liquidity,%20Capital%20Resources%20and%20Cash%20Flows) TEGNA maintains strong liquidity with **$200.8 million** in cash and **$1.49 billion** in unused credit, a leverage ratio of **2.64x**, and nearly doubled operating cash flow in H1 2022 - As of June 30, 2022, the company had total debt of **$3.07 billion**, cash of **$200.8 million**, and unused borrowing capacity of **$1.49 billion**[115](index=115&type=chunk) - The company's leverage ratio was **2.64x** as of June 30, 2022, significantly below the permitted maximum of **5.0x**[114](index=114&type=chunk) - Cash flow from operating activities increased to **$391.4 million** for H1 2022 from **$196.5 million** in H1 2021, largely due to higher political revenue (which is paid upfront) and favorable changes in accounts receivable and payable[118](index=118&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's market risk exposure remains unchanged, with **100%** of its **$3.09 billion** principal debt carrying a fixed interest rate as of June 30, 2022 - As of June 30, 2022, **100%** of the company's **$3.09 billion** in principal debt has a fixed interest rate, minimizing exposure to market interest rate risk[125](index=125&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2022, with no material changes to internal controls during the quarter - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2022[126](index=126&type=chunk) [PART II. OTHER INFORMATION](index=33&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides information on legal proceedings, risk factors, share repurchases, and exhibits [Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 9 of the financial statements for details on ongoing litigation, including antitrust claims and merger-related lawsuits - For details on legal proceedings, the report refers to Note 9 of the condensed consolidated financial statements[128](index=128&type=chunk) [Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) The company reports no material changes to the risk factors previously disclosed in its 2021 Annual Report on Form 10-K - No material changes have been identified from the risk factors disclosed in the 2021 Annual Report on Form 10-K[129](index=129&type=chunk) [Share Repurchases](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) TEGNA suspended its share repurchase program following the Merger Agreement announcement and made no repurchases in the first six months of 2022 - The company's share repurchase program has been suspended as a result of the pending Merger Agreement announced on February 22, 2022. No shares were repurchased in the first six months of 2022[130](index=130&type=chunk) [Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, compensatory plan agreements, and required certifications

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q _______________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 8350 Broad Street, Suite 2000, Tysons, Virginia 22102-5151 (Address of principal executive offices) (Zip Code) (703) 873-6600 (Registrant's telephone number, including ar ...