Company Overview



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

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

Merger Agreement

On February 22, 2022, we entered into the Merger Agreement with Parent, Merger Sub, and solely for purposes of certain provisions specified therein, other subsidiaries of Parent, certain affiliates of Standard General and CMG, and certain of its subsidiaries. We currently expect the transaction, which is subject to regulatory approvals, and other customary closing conditions, to close in the second half of 2022. See Notes 1 and 9 to the condensed consolidated financial statements for further information about the Merger Agreement, the pending Merger and related matters.



We plan to continue to pay our regular quarterly dividend of $0.095 per share
through the closing of the Merger, which is the maximum rate and frequency
permitted by the Merger Agreement. As a result of the pending transaction, we
suspended share repurchases under our previously announced share repurchase
program.

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Consolidated Results from Operations



The following discussion is a comparison of our consolidated results on a GAAP
basis. The year-to-year comparison of financial results is not necessarily
indicative of future results. In addition, see the section titled "Results from
Operations - Non-GAAP Information" for additional tables presenting information
which supplements our financial information provided on a GAAP basis.

As discussed above, our operating results are subject to significant
fluctuations across yearly periods (primarily driven by even-year election
cycles). As such, in addition to one year ago comparisons, our management team
and Board of Directors also review current period operating results compared to
the same period two years ago (e.g., 2022 vs. 2020). We believe this comparison
will also provide useful information to investors and therefore, have
supplemented our prior year comparison of consolidated results to also include a
comparison against the second quarter and six months ended June 30, 2020 results
(through operating income).

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



                                                           Quarter ended June 30,                                                                          Six months ended June 30,
                                                                Change from                           Change from                                                  Change from                             Change from
                              2022               2021               2021               2020               2020                2022                 2021                2021                2020                2020

Revenues                  $ 784,881          $ 732,908                 7  %        $ 577,627                36  %        $ 1,559,004          $ 1,459,959                 7  %        $ 1,261,816                24  %

Operating expenses:
Cost of revenues            420,235            397,118                 6  %          355,367                18  %            831,685              791,810                 5  %            724,735                15  %
Business units - Selling,
general and
administrative expenses      99,585             96,949                 3  %           85,008                17  %            201,554              186,275                 8  %            177,976                13  %
Corporate - General and
administrative expenses      13,612             23,183               (41  %)          28,312               (52  %)            34,932               40,053               (13  %)            50,026               (30  %)
Depreciation                 15,534             15,838                (2  %)          16,711                (7  %)            30,839               31,734                (3  %)            33,611                (8  %)
Amortization of
intangible assets            14,999             15,773                (5  %)          17,248               (13  %)            29,999               31,533                (5  %)            33,464               (10  %)
Spectrum repacking             (105)            (1,475)              (93  %)            (116)               (9  %)              (163)              (2,898)              (94  %)            (7,631)              (98  %)
reimbursements and other,
net
Total operating expenses  $ 563,860          $ 547,386                 3  %        $ 502,530                12  %        $ 1,128,846          $ 1,078,507                 5  %        $ 1,012,181                12  %

Total operating income    $ 221,021          $ 185,522                19  %        $  75,097                   ***       $   430,158          $   381,452                13  %        $   249,635                72  %

Non-operating expenses      (45,051)           (47,682)               (6  %)         (48,917)               (8  %)           (75,163)             (95,166)              (21  %)          (116,132)              (35  %)
Provision for income
taxes                        44,030             30,986                42  %            6,607                   ***            88,768               66,600                33  %             27,732                   ***
Net income                  131,940            106,854                23  %           19,573                   ***           266,227              219,686                21  %            105,771                   ***
Net (income) loss
attributable to
redeemable noncontrolling
interest                       (371)              (227)               63  %              374                   ***              (424)                (442)               (4  %)               484                   ***
Net income attributable
to TEGNA Inc.             $ 131,569          $ 106,627                23  %        $  19,947                   ***       $   265,803          $   219,244                21  %        $   106,255                   ***

Earnings per share -
basic                     $    0.59          $    0.48                23  %        $    0.09                   ***       $      1.19          $      0.99                20  %        $      0.48                   ***
Earnings per share -
diluted                   $    0.59          $    0.48                23  %        $    0.09                   ***       $      1.19          $      0.99                20  %        $      0.48                   ***

*** Not meaningful



Revenues

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

Our revenues and operating results are subject to seasonal fluctuations.
Generally, our second and fourth quarter revenues and operating results are
stronger than those we report for the first and third quarter. This is driven by
the second quarter reflecting increased spring seasonal advertising, while the
fourth quarter typically includes increased advertising related to the
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holiday season. In addition, our revenue and operating results are subject to
significant fluctuations across yearly periods resulting from political
advertising. In even numbered years, political spending is usually significantly
higher than in odd numbered years due to advertising for the local, state and
national elections. Additionally, every four years, we typically experience even
greater increases in political advertising in connection with the presidential
election. The strong demand for advertising from political advertisers in these
even years can result in the significant use of our available inventory (leading
to a "crowd out" effect), which can diminish our AMS revenue in the even year of
a two year election cycle, particularly in the fourth quarter of those years.

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

                                                       Quarter ended June 30,                                                                          Six months ended June 30,
                                                            Change from                           Change from                                                  Change from                             Change from
                          2022               2021               2021               2020               2020                2022                 2021                2021                2020                2020

Subscription          $ 389,079          $ 375,081                  4  %       $ 323,475                 20  %       $   780,733          $   761,818                  2  %       $   656,277                 19  %
Advertising &
Marketing Services      335,259            340,889                 (2) %         229,083                 46  %           689,726              663,723                  4  %           524,236                 32  %
Political                50,858              9,581                   ***          17,544                   ***            68,823               19,009                   ***            64,931                  6  %
Other                     9,685              7,357                 32  %           7,525                 29  %            19,722               15,409                 28  %            16,372                 20  %
Total revenues        $ 784,881          $ 732,908                  7  %       $ 577,627                 36  %       $ 1,559,004          $ 1,459,959                  7  %       $ 1,261,816                 24  %

*** Not meaningful



2022 vs. 2021

Total revenues increased $52.0 million in the second quarter of 2022 and $99.0
million in the first six months of 2022 compared to the same periods in 2021.
The net increases were primarily due to growth in political revenue ($41.3
million second quarter, $49.8 million first six months) due to contested
primaries and the run up to the mid-term elections which will occur in the
fourth quarter. Also contributing to the increase was growth in subscription
revenue ($14.0 million second quarter, $18.9 million first six months) primarily
due to annual rate increases under existing agreements, partially offset by
declines in subscribers. Lastly, AMS revenue was down $5.6 million in the second
quarter due to softness in certain AMS advertising categories, primarily auto.
However, for the first six months of 2022 AMS revenue was up $26.0 million
reflecting increased demand for digital advertising (primarily Premion) in the
first six months.

2022 vs. 2020

Total revenues increased $207.3 million in the second quarter and $297.2 million
in the first six months of 2022 compared to the same periods in 2020. The
increases were primarily due to growth in AMS revenue ($106.2 million second
quarter, $165.5 million first six months) reflecting higher demand for
advertising (as second quarter of 2020 was significantly impacted by reduced
demand due to the then onset of the COVID-19 pandemic). Also contributing was
growth in subscription revenue ($65.6 million second quarter, $124.5 million
first six months) primarily due to annual rate increases under existing and
newly renegotiated retransmission agreements, partially offset by declines in
subscribers. In addition, political revenue grew $33.3 million in the second
quarter of 2022 and $3.9 million in the first six months of 2022 as compared to
2020.

Cost of revenues

2022 vs. 2021

Cost of revenues increased $23.1 million in the second quarter of 2022 and $39.9
million in the first six months of 2022 compared to the same periods in 2021.
The increases were partially due to growth in programming costs ($11.0 million
second quarter, $22.4 million first six months) driven by rate increases under
existing affiliation agreements. Higher digital expenses ($9.9 million second
quarter, $11.7 million first six months) driven by growth in Premion also
contributed to the increases.

2022 vs. 2020



Cost of revenues increased $64.9 million in the second quarter of 2022 and
$107.0 million in the first six months of 2022 compared to the same period in
2020. The increases were partially due to growth in programming costs ($31.9
million second quarter, $63.9 million first six months) driven by rate increases
under existing and newly renegotiated affiliation agreements and growth in
subscription revenue (certain programming costs are linked to such revenues).
Higher digital expenses ($22.8 million second quarter, $30.5 million first six
months) driven by growth in Premion also contributed to the increase.

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Business units - Selling, general and administrative expenses

2022 vs. 2021



Business unit selling, general and administrative expenses increased $2.6
million in the second quarter of 2022 and $15.3 million in the first six months
of 2022 compared to the same periods in 2021. The increases were primarily due
to higher sales commissions and payroll costs (together, $3.4 million second
quarter, $13.6 million first six months) driven by growth in digital revenue.

2022 vs. 2020



Business unit SG&A expenses increased $14.6 million in the second quarter of
2022 and $23.6 million in the first six months of 2022 compared to the same
period in 2020. The increases were primarily due to higher sales commissions and
payroll costs (together, $10.4 million second quarter, $18.2 million first six
months) driven by growth in AMS revenue.

Corporate - General and administrative expenses



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

2022 vs. 2021



Corporate general and administrative expenses decreased $9.6 million in the
second quarter of 2022 and $5.1 million in the first six months of 2022 compared
to the same periods in 2021. The decreases were primarily driven by the absence
in 2022 of advisory fees incurred in 2021 related to activism defense ($12.0
million second quarter, $16.6 million first six months). The decreases were
partially offset by increases in M&A-related costs in 2022 ($4.2 million second
quarter, $14.4 million first six months) which include costs incurred in support
of the regulatory review of the Merger.

2022 vs. 2020



Corporate general and administrative expenses decreased $14.7 million in the
second quarter of 2022 and $15.1 million in the first six months of 2022
compared to the same periods in 2020. The decreases were primarily due to the
absence in 2022 of advisory fees incurred in 2020 related to activism defense
($15.4 million second quarter, $23.1 million first six months) and M&A due
diligence costs ($4.6 million in the first six months). The decreases were
partially offset by M&A-related costs in 2022 ($4.2 million second quarter,
$14.4 million first six months) which include costs incurred in support of the
regulatory review of the Merger.

Depreciation

2022 vs. 2021



Depreciation expense decreased by $0.3 million in the second quarter of 2022 and
$0.9 million in the first six months of 2022 compared to the same period in
2021. The decreases were due to certain assets reaching the end of their assumed
useful lives.

2022 vs. 2020

Depreciation expense decreased by $1.2 million in the second quarter of 2022 and
$2.8 million in the first six months of 2022 compared to the same period in
2020. The decreases were due to certain assets reaching the end of their assumed
useful lives.

Amortization of intangible assets

2022 vs. 2021



Amortization expense decreased $0.8 million in the second quarter of 2022 and
$1.5 million in the first six months of 2022 compared to the same periods in
2021. The decreases were due to certain assets reaching the end of their assumed
useful lives and therefore becoming fully amortized.

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2022 vs. 2020



Amortization expense decreased $2.2 million in the second quarter of 2022 and
$3.5 million in the first six months of 2022 compared to the same periods in
2020. The decreases were due to certain assets reaching the end of their assumed
useful lives and therefore becoming fully amortized.

Spectrum repacking reimbursements and other, net

2022 vs. 2021



Spectrum repacking reimbursements and other net gains were $0.1 million in the
second quarter of 2022 compared to net gains of $1.5 million in the same period
in 2021 and net gains of $0.2 million in the first six months of 2022 compared
to $2.9 million in the same period in 2021. The 2022 activity is related to
reimbursements received from the Federal Communications Commission (FCC) for
required spectrum repacking. The 2021 activity is primarily related to
reimbursements from spectrum repacking ($3.0 million second quarter, $4.4
million first six months), partially offset by a $1.5 million contract
termination fee which impacted both the second quarter and first six months of
2021.

2022 vs. 2020

Spectrum repacking reimbursements and other net gains were $0.1 million in the
second quarter of 2022 compared to net gains of $0.1 million in the same period
in 2020 and $0.2 million in the first six months of 2022 compared to $7.6
million in the same period in 2020. The 2022 activity consists of the item
discussed above. The 2020 activity primarily consists of reimbursements received
from the FCC for required spectrum repacking ($2.3 million second quarter, $9.8
million first six months), partially offset by $2.1 million impairment charge
due to the retirement of a brand name which impacted both periods.

Operating income

2022 vs. 2021



Operating income increased $35.5 million in the second quarter of 2022 and $48.7
million in the first six months of 2022 compared to the same periods in 2021.
The increase was driven by the changes in revenue and expenses discussed above,
most notably the increase in political revenue.

2022 vs. 2020



Operating income increased $145.9 million in the second quarter of 2022 and
$180.5 million in the first six months of 2022 compared to the same periods in
2020. The increase was driven by the changes in revenue and expenses discussed
above, most notably the increases in AMS, political and subscription revenues as
well as programming expense.

Non-operating (expense) income



Non-operating expenses decreased $2.6 million in the second quarter of 2022
compared to the same period in 2021. This decrease was primarily due to a $3.7
million decrease in interest expense driven by lower average outstanding debt
partially offset by higher average interest rate. Total average outstanding debt
was $3.09 billion for the second quarter of 2022, compared to $3.51 billion in
the same period of 2021. The weighted average interest rate on outstanding debt
was 5.26% for the second quarter of 2022, compared to 5.07% in the same period
of 2021.

In the first six months of 2022, non-operating expenses decreased $20.0 million
compared to the same period in 2021. This decrease was primarily due to a $20.8
million gain recognized on our available for sale investment in MadHive (see
Note 3 to the condensed consolidated financial statements). Further, interest
expense decreased $6.5 million driven by lower average outstanding debt
partially offset by higher average interest rate. The average debt outstanding
was $3.14 billion for the first six months of 2022, compared to $3.50 billion in
the same period of 2021. The weighted average interest rate on outstanding debt
was 5.25% for the first six months of 2022, compared to 5.10% in the same period
of 2021.

Provision for income taxes

Income tax expense increased $13.0 million in the second quarter of 2022
compared to the same period in 2021. Income tax expense increased $22.2 million
in the first six months of 2022 compared to the same period in 2021. The
increases were primarily due to increases in net income before tax. Our
effective income tax rate was 25.1% for the second quarter of 2022, compared to
22.5% for the second quarter of 2021. The tax rate for the second quarter of
2022 is higher than the comparable rate in 2021 primarily due to state tax
planning strategies implemented in 2021. Our effective income tax rate was 25.0%
for the first six months of 2022, compared to 23.3% for the same period in 2021.
The tax rate for the first six months of 2022 is higher than the comparable
amount in 2021 primarily due to a valuation allowance recorded on a minority
investment and nondeductible M&A-related transaction costs incurred.

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Net income attributable to TEGNA Inc.



Net income attributable to TEGNA Inc. was $131.6 million, or $0.59 per diluted
share, in the second quarter of 2022 compared to $106.6 million, or $0.48 per
diluted share, during the same period in 2021. For the first six months of 2022,
net income attributable to TEGNA Inc. was $265.8 million, or $1.19 per diluted
share, compared to $219.2 million, or $0.99 per diluted share, for the same
period in 2021. Both income and earnings per share were affected by the factors
discussed above.

The weighted average number of diluted common shares outstanding in the second
quarter of 2022 and 2021 were 224.5 million and 222.5 million, respectively. The
weighted average number of diluted shares outstanding in the first six months of
2022 and 2021 was 223.9 million and 221.9 million, respectively.
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Results from Operations - Non-GAAP Information

Presentation of Non-GAAP information



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

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

We discuss in this Form 10-Q non-GAAP financial performance measures that
exclude from our reported GAAP results the impact of "special items" which are
described in detail below in the section titled "Discussion of Special Charges
and Credits Affecting Reported Results." We believe that such expenses and gains
are not indicative of normal, ongoing operations. While these items may be
recurring in nature and should not be disregarded in evaluation of our earnings
performance, it is useful to exclude such items when analyzing current results
and trends compared to other periods as these items can vary significantly from
period to period depending on specific underlying transactions or events that
may occur. Therefore, while we may incur or recognize these types of expenses
and gains in the future, we believe that removing these items for purposes of
calculating the non-GAAP financial measures provides investors with a more
focused presentation of our ongoing operating performance.

We discuss Adjusted EBITDA (with and without corporate expenses), a non-GAAP
financial performance measure that we believe offers a useful view of the
overall operation of our businesses. We define Adjusted EBITDA as net income
attributable to TEGNA before (1) net income attributable to redeemable
noncontrolling interest, (2) income taxes, (3) interest expense, (4) equity loss
in unconsolidated investments, net, (5) other non-operating items, net, (6)
M&A-related costs, (7) advisory fees related to activism defense, (8) spectrum
repacking reimbursements and other, net, (9) depreciation and (10) amortization.
We believe these adjustments facilitate company-to-company operating performance
comparisons by removing potential differences caused by variations unrelated to
operating performance, such as capital structures (interest expense), income
taxes, and the age and book appreciation of property and equipment (and related
depreciation expense). The most directly comparable GAAP financial measure to
Adjusted EBITDA is Net income attributable to TEGNA. Users should consider the
limitations of using Adjusted EBITDA, including the fact that this measure does
not provide a complete measure of our operating performance. Adjusted EBITDA is
not intended to purport to be an alternate to net income as a measure of
operating performance or to cash flows from operating activities as a measure of
liquidity. In particular, Adjusted EBITDA is not intended to be a measure of
cash flow available for management's discretionary expenditures, as this measure
does not consider certain cash requirements, such as working capital needs,
capital expenditures, contractual commitments, interest payments, tax payments
and other debt service requirements.

We also discuss free cash flow, a non-GAAP performance measure that the Board of
Directors uses to review the performance of the business. Free cash flow is
reviewed by the Board of Directors as a percentage of revenue over a trailing
two-year period (reflecting both an even and odd year reporting period given the
political cyclicality of our business). The most directly comparable GAAP
financial measure to free cash flow is Net income attributable to TEGNA. Free
cash flow is calculated as non-GAAP Adjusted EBITDA (as defined above), further
adjusted by adding back (1) stock-based compensation, (2) non-cash 401(k)
company match, (3) syndicated programming amortization, (4) dividends received
from equity method investments, (5) reimbursements from spectrum repacking and
(6) proceeds from company-owned life insurance policies. This is further
adjusted by deducting payments made for (1) syndicated programming, (2) pension,
(3) interest, (4) taxes (net of refunds) and (5) purchases of property and
equipment. Like Adjusted EBITDA, free cash flow is not intended to be a measure
of cash flow available for management's discretionary use.
                                       24
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Discussion of Special Charges and Credits Affecting Reported Results

Our results included the following items we consider "special items" that, while at times recurring, can vary significantly from period to period:

Quarter and six months ended June 30, 2022:



•Spectrum repacking reimbursements and other, net consisting of gains due to
reimbursements from the FCC for required spectrum repacking;
•M&A-related costs;
•Other non-operating items consisting of a gain recognized on an
available-for-sale investment and an impairment charge related to another
investment; and
•Tax expense associated with establishing a valuation allowance on a deferred
tax asset related to an equity method investment.

Quarter and six months ended June 30, 2021:



•Spectrum repacking reimbursements and other, net consisting of gains due to
reimbursements from the FCC for required spectrum repacking and a contract
termination fee;
•Advisory fees related to activism defense; and
•Tax benefits as a result of state tax planning strategies implemented during
the second quarter of 2021.

Reconciliations of certain line items impacted by special items to the most
directly comparable financial measure calculated and presented in accordance
with GAAP on our Consolidated Statements of Income follow (in thousands, except
per share amounts):

                                                                        Special Items
                                                                                    Spectrum repacking
                                         GAAP                                       reimbursements and         Non-GAAP
Quarter ended June 30, 2022             measure           M&A-related costs               other                measure

Corporate - General and
administrative expenses               $ 13,612          $           (4,212)         $             -          $   9,400
Spectrum repacking
reimbursements and other, net             (105)                          -                      105                  -
Operating expenses                     563,860                      (4,212)                     105            559,753
Operating income                       221,021                       4,212                     (105)           225,128

Income before income taxes             175,970                       4,212                     (105)           180,077
Provision for income taxes              44,030                           7                      (27)            44,010
Net income attributable to
TEGNA Inc.                             131,569                       4,205                      (78)           135,696
Earnings per share - diluted
(a)                                   $   0.59          $             0.02          $             -          $    0.60

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


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                                                                                         Special Items
                                                               Advisory fees          Spectrum repacking
                                             GAAP                related to           reimbursements and                                    Non-GAAP
Quarter ended June 30, 2021                measure            activism defense              other               Special tax items           measure

Corporate - General and
administrative expenses                 $    23,183          $       (12,012)         $             -          $               -          $  11,171
Spectrum repacking reimbursements
and other, net                               (1,475)                       -                    1,475                          -                  -
Operating expenses                          547,386                  (12,012)                   1,475                          -            536,849
Operating income                            185,522                   12,012                   (1,475)                         -            196,059

Income before income taxes                  137,840                   12,012                   (1,475)                         -            

148,377


Provision for income taxes                   30,986                    3,111                     (374)                     2,797             

36,520


Net income attributable to TEGNA
Inc.                                        106,627                    8,901                   (1,101)                    (2,797)           

111,630

Earnings per share - diluted (a) $ 0.48 $ 0.04 $

             -          $           (0.01)         $    0.50

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



                                                                                                   Special Items
                                                                                      Spectrum repacking
                                             GAAP                          

reimbursements and Other non-operating Special tax Six months ended June 30, 2022

             measure           M&A-related costs              other                     items                   item            Non-GAAP measure

Corporate - General and
administrative expenses                 $    34,932          $       (14,446)         $             -          $               -          $       -          $         20,486
Spectrum repacking reimbursements
and other, net                                 (163)                       -                      163                          -                  -                         -
Operating expenses                        1,128,846                  (14,446)                     163                          -                  -                 1,114,563
Operating income                            430,158                   14,446                     (163)                         -                  -                   444,441

Other non-operating items, net               15,454                        -                        -                    (18,308)                 -                    (2,854)
Total non-operating expenses                (75,163)                       -                        -                    (18,308)                 -                   (93,471)
Income before income taxes                  354,995                   14,446                     (163)                   (18,308)                 -                   350,970
Provision for income taxes                   88,768                       38                      (41)                       168             (7,117)                   81,816
Net income attributable to TEGNA
Inc.                                        265,803                   14,408                     (122)                   (18,476)             7,117                   268,730
Net income per share-diluted            $      1.19          $          0.06          $             -          $           (0.08)         $    0.03          $           1.20


                                       26

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                                                                                    Special Items
                                                            Advisory fees           Spectrum repacking
                                           GAAP               related to            reimbursements and         Special tax
Six months ended June 30, 2021           measure           activism defense               other                    item            Non-GAAP measure

Corporate - General and
administrative expenses               $    40,053          $     (16,611)         $                 -          $       -          $         23,442
Spectrum repacking
reimbursements and other, net              (2,898)                     -                        2,898                  -                         -
Operating expenses                      1,078,507                (16,611)                       2,898                  -                 1,064,794
Operating income                          381,452                 16,611                       (2,898)                 -                   395,165
Equity income (loss) in
unconsolidated investments, net            (3,926)                     -                            -                  -                    (3,926)
Other non-operating items, net              1,854                      -                            -                  -                     1,854
Total non-operating expenses              (95,166)                     -                            -                  -                   (95,166)
Income before income taxes                286,286                 16,611                       (2,898)                 -                   299,999
Provision for income taxes                 66,600                  4,291                         (741)             2,797                    72,947
Net income attributable to
TEGNA Inc.                                219,244                 12,320                       (2,157)            (2,797)                  226,610
Net income per share-diluted
(a)                                   $      0.99          $        0.06          $             (0.01)         $   (0.01)         $           1.02

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

Adjusted EBITDA - Non-GAAP



Reconciliations of Adjusted EBITDA to net income presented in accordance with
GAAP on our Consolidated Statements of Income are presented below (in
thousands):

                                                       Quarter ended June 30,                                      Six months ended June 30,
                                             2022                2021              Change                 2022                   2021              Change

Net income attributable to TEGNA Inc.
(GAAP basis)                            $   131,569          $ 106,627                23  %        $    265,803              $ 219,244                21  %
Plus: Net income attributable to
redeemable noncontrolling interest              371                227                63  %                 424                    442                (4  %)
Plus: Provision for income taxes             44,030             30,986                42  %              88,768                 66,600                33  %
Plus: Interest expense                       42,950             46,609                (8  %)             86,570                 93,094                (7  %)
Plus: Equity loss in unconsolidated
investments, net                                236              2,597               (91  %)              4,047                  3,926                 3  %
Plus (less): Other non-operating items,
net                                           1,865             (1,524)                  ***            (15,454)                (1,854)                 

***


Operating income (GAAP basis)               221,021            185,522                19  %             430,158                381,452                13  %

Plus: M&A-related costs                       4,212                  -                   ***             14,446                      -                   ***
Plus: Advisory fees related to activism
defense                                           -             12,012                   ***                  -                 16,611                  

***


Less: Spectrum repacking reimbursements
and other, net                                 (105)            (1,475)              (93  %)               (163)                (2,898)              (94  %)
Adjusted operating income (non-GAAP
basis)                                      225,128            196,059                15  %             444,441                395,165                12  %
Plus: Depreciation                           15,534             15,838                (2  %)             30,839                 31,734                (3  %)
Plus: Amortization of intangible assets      14,999             15,773                (5  %)             29,999                 31,533                (5  %)
Adjusted EBITDA (non-GAAP basis)            255,661            227,670                12  %             505,279                458,432                10  %
Corporate - General and administrative
expense (non-GAAP basis)                      9,400             11,171               (16  %)             20,486                 23,442               (13  %)
Adjusted EBITDA, excluding Corporate
(non-GAAP basis)                        $   265,061          $ 238,841                11  %        $    525,765              $ 481,874                 9  %

*** Not meaningful



In the second quarter of 2022 Adjusted EBITDA margin was 34% without corporate
expense or 33% with corporate expense, compared to second quarter of 2021
Adjusted EBITDA margin of 33% without corporate expense or 31% with corporate
expense. For the six months ended June 30, 2022, Adjusted EBITDA margin was 34%
without corporate expense or 32% with corporate expense, compared to six months
ended June 30, 2021 Adjusted EBITDA of 33% without corporate expense or 31% with
corporate
                                       27
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expense. These margin increases were primarily driven by the operational factors
discussed above within the revenue and operating expense fluctuation explanation
sections, most notably, the increase in political revenue due to the run up to
the mid-term elections and subscription revenue from annual rate increases under
existing and newly renegotiated retransmission agreements.

Free Cash Flow Reconciliation

Reconciliation from "Net income" to "Free cash flow" follow (in thousands):




                                                                   Two-year period ended June 30,
                                                                    2022                    2021

Net income attributable to TEGNA Inc. (GAAP basis)            $      1,119,281       $          834,323
Plus: Provision for income taxes                                       350,810                  262,662
Plus: Interest expense                                                 373,677                  416,146
Plus: M&A-related costs                                                 18,184                   26,225
Plus: Depreciation                                                     128,949                  129,689
Plus: Amortization                                                     127,236                  131,815
Plus: Stock-based compensation                                          61,462                   47,182
Plus: Company stock 401(k) contribution                                 34,974                   32,167
Plus: Syndicated programming amortization                              142,664                  139,793
Plus: Workforce restructuring expense                                    1,021                    5,933
Plus: Advisory fees related to activism defense                         16,611                   45,778

Plus: Cash dividend from equity investments for return on capital

                                                                  8,240                    9,093
Plus: Cash reimbursements from spectrum repacking                        8,517                   26,153

Plus: Net income attributable to redeemable noncontrolling interest

                                                                 2,135                      427

Plus: Reimbursement from Company-owned life insurance policies

                                                                 1,456                        -

Plus (Less): Equity loss (income) in unconsolidated investments, net

                                                        14,299                  (5,207)
Less: Spectrum repacking reimbursements and other, net                 (4,794)                  (6,869)
(Less) Plus: Other non-operating items, net                            (6,481)                   27,640
Less: Syndicated programming payments                                (148,229)                (145,058)
Less: Income tax payments, net of refunds                            (343,503)                (230,749)
Less: Pension contributions                                           (10,140)                 (24,158)
Less: Interest payments                                              (364,856)                (391,913)
Less: Purchases of property and equipment                            (107,361)                (123,792)
Free cash flow (non-GAAP basis)                               $      

1,424,152 $ 1,207,280



Revenue                                                       $      6,226,061       $        5,643,551
Free cash flow as a % of Revenue                                       22.9  %                21.4    %


Our free cash flow, a non-GAAP performance measure, was $1.42 billion and $1.21
billion for the two-year periods ended June 30, 2022 and 2021, respectively. The
increase in free cash flow is primarily due to increases in subscription and
political revenues.
                                       28
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Liquidity, Capital Resources and Cash Flows



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

We paid dividends totaling $42.3 million in first six months of 2022 and $36.4
million in first six months of 2021. We expect to continue to pay our regular
quarterly dividend of $0.095 per share through the closing of the Merger, which
is the maximum rate and frequency permitted by the Merger Agreement.

As of June 30, 2022, we were in compliance with all covenants contained in our
debt agreements and credit facility and our leverage ratio, calculated in
accordance with our revolving credit agreement, was 2.64x, below the permitted
leverage ratio of less than 5.0x. The leverage ratio is calculated using
annualized adjusted EBITDA (as defined in the agreement) for the trailing eight
quarters. We believe that we will remain compliant with all covenants for the
foreseeable future.

As of June 30, 2022, our total debt was $3.07 billion, cash and cash equivalents
totaled $200.8 million, and we had unused borrowing capacity of $1.49 billion
under our revolving credit facility. Our debt consists of unsecured notes which
have fixed interest rates.

Our financial and operating performance, as well as our ability to generate
sufficient cash flow to maintain compliance with credit facility covenants, are
subject to certain risk factors. See Item 1A. "Risk Factors," in our 2021 Annual
Report on Form 10-K for further discussion. We expect our existing cash and cash
equivalents, cash flow from our operations, and borrowing capacity under the
revolving credit facility will be more than sufficient to satisfy our recurring
contractual commitments, debt service obligations, capital expenditure
requirements, and other working capital needs for the next twelve months and
beyond.

Cash Flows

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



                                                                        Six months ended June 30,
                                                                       2022                   2021

Balance of cash and cash equivalents beginning of the period     $       56,989          $     40,968

Operating activities:
  Net income                                                            266,227               219,686
  Depreciation, amortization and other non-cash adjustments              73,715                92,749
  Pension contributions, net of income                                   (1,070)               (8,781)
  Decrease (increase) in trade receivables                               25,263               (37,207)
  Increase (decrease) in interest and taxes payable                       9,615               (52,483)
  Other, net                                                             17,637               (17,471)
Cash flow from operating activities                                     391,387               196,493

Investing activities: Payments for acquisitions of businesses and other assets, net of cash acquired

                                                                 -               (13,341)
All other investing activities                                          (23,819)              (20,911)
Cash flow used for investing activities                                 (23,819)              (34,252)

Cash flow used for financing activities                                (223,787)             (145,947)
Increase in cash and cash equivalents                                   143,781                16,294
Balance of cash and cash equivalents end of the period           $      

200,770 $ 57,262


                                       29
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Operating activities - Cash flow from operating activities was $391.4 million
for the six months ended June 30, 2022, compared to $196.5 million for the same
period in 2021. Driving the increase in operating cash flow was a favorable
change in accounts receivable of $62.5 million, primarily due to timing of cash
payments related to AMS revenue and an increase in subscription revenue.
Operating cash flow was also positively impacted by an increase in political
revenue of $49.8 million in the first six months of 2022 as compared to 2021
(political revenue is paid upfront and provides an immediate benefit to cash
flow from operating activities). Also contributing to the increase was a
favorable change in accounts payable of $34.1 million in the first six months of
2022 as compared to the same period in 2021, due to timing of payments. Lastly,
tax payments declined $37.7 million due to the absence of elevated tax payments
made in arrears in 2021 related to the strong political-driven record results
achieved in fourth quarter of 2020.

Investing activities - Cash flow used for investing activities was $23.8 million
for the six months ended June 30, 2022, compared to $34.3 million for the same
period in 2021. The decrease of $10.5 million was primary due to $13.3 million
being invested on an acquisition in 2021 and an absence of acquisitions in 2022.
Also contributing to the decrease was a decrease in capital expenditures of $4.5
million.

Financing activities - Cash flow used for financing activities was $223.8
million for the six months ended June 30, 2022, compared to $145.9 million for
the same period in 2021. The change was primarily due to our revolving credit
facility which had net repayments of $166.0 million in the first six months of
2022 as compared to net repayments of $99.0 million in the first six months of
2021.

Certain Factors Affecting Forward-Looking Statements



Certain statements in this Quarterly Report on Form 10-Q that do not describe
historical facts may constitute forward-looking statements within the meaning of
the "safe harbor" provisions of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are based on a number of assumptions about future
events and are subject to various risks, uncertainties and other factors that
may cause actual results to differ materially from the views, beliefs,
projections and estimates expressed in such statements. These risks,
uncertainties and other factors include, but are not limited to, those described
within Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2021 and our Quarterly Reports on Form 10-Q,
including following: (1) the timing, receipt and terms and conditions of any
required governmental or regulatory approvals of the proposed transaction and
the related transactions involving the parties that could reduce the anticipated
benefits of or cause the parties to abandon the proposed transaction, (2) risks
related to the satisfaction of the conditions to closing the proposed
transaction (including the failure to obtain necessary regulatory approvals),
and the related transactions involving the parties, in the anticipated timeframe
or at all, (3) the risk that any announcements relating to the proposed
transaction could have adverse effects on the market price of the Company's
common stock, (4) disruption from the proposed transaction could make it more
difficult to maintain business and operational relationships, including
retaining and hiring key personnel and maintaining relationships with the
Company's customers, vendors and others with whom it does business, (5) the
occurrence of any event, change or other circumstances that could give rise to
the termination of the merger agreement entered into pursuant to the proposed
transaction or of the transactions involving the parties, (6) risks related to
disruption of management's attention from the Company's ongoing business
operations due to the proposed transaction, (7) significant transaction costs,
(8) the risk of litigation and/or regulatory actions related to the proposed
transaction or unfavorable results from currently pending litigation and
proceedings or litigation and proceedings that could arise in the future, (9)
other business effects, including the effects of industry, market, economic,
political or regulatory conditions, (10) information technology system failures,
data security breaches, data privacy compliance, network disruptions, and
cybersecurity, malware or ransomware attacks, and (11) changes resulting from
the COVID-19 pandemic (including the effect of COVID-19 on the Company's
revenues, particularly our non-political advertising revenues), which could
exacerbate any of the risks described above. Potential regulatory actions,
changes in consumer behaviors and impacts on and modifications to our operations
and business relating thereto and our ability to execute on our standalone plan
can also cause actual results to differ materially. We are not responsible for
updating the information contained in this Quarterly Report on Form 10-Q beyond
the published date.

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