Company Overview



We are an innovative media company that serves the greater good of our
communities. Across platforms, we tell empowering stories, conduct impactful
investigations and deliver innovative marketing services. With 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 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. 2020,
2018) and particularly in the second half of those years; and 4) other services,
such as production of programming and advertising material.

As illustrated in the table below, our business continues to evolve toward
growing recurring and highly profitable revenue streams, driven by the
increasing concentration of both political and subscription revenue streams. As
a result of the growing importance of even-year political advertising on our
results, management increasingly looks at revenue trends over two-year periods.
High margin-subscription and political revenues account for approximately half
of our total two-year revenue, a trend that began in 2019, and are expected to
comprise an increasingly larger percentage on a rolling two-year cycle
thereafter.
                                                 Two Years Ending March 31,
                                                   2021                        2020

    Advertising & Marketing Services                          45  %             50  %
    Subscription                                              45  %  }  54%     42  %  }  49%
    Political                                                  9  %              7  %
    Other                                                      1  %              1  %
    Total revenues                                           100  %            100  %



COVID-19 Update

During fiscal year 2020 and continuing into 2021, the world has been, and
continues to be, impacted by the novel coronavirus (COVID-19) pandemic. The
COVID-19 pandemic has brought unprecedented challenges and widespread economic
and social change throughout the United States. The U.S. economy continued on a
path to recovery during the first quarter of 2021 with millions of Americans
receiving COVID-19 vaccines and states/municipalities increasingly reopening. In
addition, the U.S. federal government continued to enact policies to provide
fiscal stimulus to the economy and relief to those affected by the pandemic,
with the most recent stimulus expected to bolster household finances as well as
those of small businesses, states and municipalities. Our AMS revenues were most
negatively impacted by the pandemic, but we have continued to experience
quarterly sequential improvements since the height of the pandemic in the second
quarter of 2020.

The roll out of vaccines together with lower COVID-19 case counts are
encouraging. That said, the impact of COVID-19 and the extent of its adverse
impact on our financial and operating results will be dictated by the length of
time that the pandemic continues to affect our advertising customers. This will
depend on future pandemic-related developments, including the duration of the
pandemic, any potential subsequent waves of COVID-19 virus, the effectiveness,
distribution and acceptance of COVID-19 vaccines, and related U.S. government
actions to prevent and manage the virus spread, all of which are uncertain and
cannot be predicted. While we use the best information available in developing
significant estimates included in our financial statements, the effects of the
pandemic on our operations may not be fully realized, or reflected in our
financial results, until future periods. As such, actual results could differ
from our estimates, and these differences resulting from changes in facts and
circumstances could be material.


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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 annual period two years ago (e.g., 2021 vs. 2019). We believe this
comparison will also provide useful information to investors, and therefore, we
have supplemented our prior year comparison of consolidated results to also
include a comparison against the first quarter of 2019 results (through
operating income).

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


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


                                                                                  Quarter ended Mar. 31,
                                                                                       Change from                           Change from
                                                     2021               2020               2020               2019               2019

Revenues                                         $ 727,051          $ 684,189                 6  %        $ 516,753                41  %

Operating expenses:
Cost of revenues                                   394,692            369,368                 7  %          281,311                40  %
Business units - Selling, general and
administrative expenses                             89,326             92,968                (4  %)          71,465                25  %
Corporate - General and administrative expenses     16,870             21,714               (22  %)          14,735                14  %
Depreciation                                        15,896             16,900                (6  %)          14,917                 7  %
Amortization of intangible assets                   15,760             16,216                (3  %)           8,689                81  %
Spectrum repacking reimbursements and other, net    (1,423)            (7,515)              (81  %)          (7,013)              (80  %)
Total operating expenses                         $ 531,121          $ 509,651                 4  %        $ 384,104                38  %

Total operating income                           $ 195,930          $ 174,538                12  %        $ 132,649                48  %

Non-operating expenses                             (47,484)           (67,215)              (29  %)         (35,896)               32  %
Provision for income taxes                          35,614             21,125                69  %           22,774                56  %
Net income                                         112,832             86,198                31  %           73,979                53  %
Net (income) loss attributable to redeemable
noncontrolling interest                               (215)               110                   ***               -                   ***
Net income attributable to TEGNA Inc.            $ 112,617          $  86,308                30  %        $  73,979                52  %

Net income per share - basic                     $    0.51          $    0.40                28  %        $    0.34                50  %
Net income per share - diluted                   $    0.51          $    0.39                31  %        $    0.34                50  %

*** 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.

                                       17
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Our revenues and operating results are subject to seasonal fluctuations.
Generally, our second and fourth quarter revenues and operating results are
stronger than those we report for the first and third quarter. This is driven by
the second quarter reflecting increased spring seasonal advertising, while the
fourth quarter typically includes increased advertising related to the holiday
season. In 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 Mar. 31,
                                                                            Change from                             Change from
                                         2021               2020                2020                2019                2019

Subscription                         $ 386,737          $ 332,802                   16  %       $ 241,575                   60  %
Advertising & Marketing Services       322,834            295,153                    9  %         264,402                   22  %
Political                                9,428             47,387                  (80) %           2,704                     ***
Other                                    8,052              8,847                   (9) %           8,072                    -  %
Total revenues                       $ 727,051          $ 684,189                    6  %       $ 516,753                   41  %

*** Not meaningful



2021 vs. 2020

Total revenues increased $42.9 million in the first quarter of 2021 compared to
the same period in 2020. The net increase was primarily due to a $53.9 million
increase in subscription revenue, primarily due to annual rate increases under
existing and newly renegotiated retransmission agreements. In addition, AMS
revenue increased $27.7 million, reflecting an increased demand for advertising,
and incremental revenue from the Super Bowl (which aired in 2021 on CBS and
therefore reached more than 30% of TEGNA's households, as compared to 2020 when
the game aired on Fox, which reaches fewer than 6% of TEGNA's households). These
increases were partially offset by a decrease in political revenue of $38.0
million, following a presidential election year.

2021 vs. 2019



Total revenues increased $210.3 million in the first quarter of 2021 compared to
the same period in 2019. Our 2019 Acquisitions contributed total revenues of
$111.4 million in the first quarter of 2021. Excluding the 2019 Acquisitions,
total revenues increased $98.9 million. This increase was primarily from a $89.3
million increase in subscription revenue, primarily due to annual rate increases
under existing and newly renegotiated retransmission agreements and a $6.4
million increase in political advertising.

Cost of Revenues

2021 vs. 2020



Cost of revenues increased $25.3 million in the first quarter of 2021 compared
to the same period in 2020. The increase was primarily due to a $20.6 million
increase in programming costs driven by rate increases under existing and newly
renegotiated affiliation agreements and growth in subscription revenues (certain
programming costs are linked to such revenues).

2021 vs. 2019



Cost of revenues increased $113.4 million in the first quarter of 2021 compared
to the same period in 2019. Our 2019 Acquisitions added cost of revenues of
$58.6 million in the first quarter of 2021. Excluding the 2019 Acquisitions,
cost of revenues increased $54.8 million. The increase was primarily due to a
$45.3 million increase in programming costs and an increase in digital expenses
of $5.7 million driven by growth in Premion.

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Business Units - Selling, General and Administrative Expenses

2021 vs. 2020



Business unit selling, general and administrative expenses (SG&A) decreased $3.6
million in the first quarter of 2021 compared to the same period in 2020. The
decrease was primarily due to a $3.0 million reduction in bad debt expense,
attributed to improved collection trends as a result of continued recovery in
the economy.

2021 vs. 2019

Business unit SG&A expenses increased $17.9 million in the first quarter of 2021
compared to the same period in 2019. Our 2019 Acquisitions added business unit
SG&A expenses of $12.4 million in the first quarter of 2021. Excluding the 2019
Acquisitions, SG&A expenses increased $5.5 million. This increase was primarily
due to a $1.8 million increase in professional fees and a $1.2 million increase
in stock based compensation expense (driven by higher stock price).

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.

2021 vs. 2020



Corporate general and administrative expenses decreased $4.8 million in the
first quarter of 2021 compared to the same period in 2020. The decrease was
primarily driven by the absence in 2021 of $4.6 million of M&A due diligence
costs and a decrease of $3.0 million of advisory fees related to activism
defense. Partially offsetting this was a $2.4 million increase in stock-based
compensation expense (driven by higher stock price).

2021 vs. 2019



Corporate general and administrative expenses increased $2.1 million in the
first quarter of 2021 compared to the same period in 2019. The increase was
primarily due to $4.6 million of advisory fees related to activism defense and a
$0.9 million increase in stock-based compensation expense. These increases were
partially offset by the absence of $3.9 million in acquisition-related costs
(principally advisory fees) due to the reduction in acquisition activity in
2021.

Depreciation Expense

2021 vs. 2020

Depreciation expense decreased by $1.0 million in the first quarter of 2021 compared to the same period in 2020. The decrease was due to a decline in capital expenditures following the onset of COVID-19, resulting in less depreciation in the first quarter of 2021.

2021 vs. 2019

Depreciation expense increased by $1.0 million in the first quarter of 2021 compared to the same period in 2019. Our 2019 Acquisitions added depreciation expense of $3.0 million. Excluding the impact of the 2019 Acquisitions, depreciation expense decreased $2.0 million primarily due to certain assets reaching the end of their assumed useful lives.

Amortization Expense

2021 vs. 2020

Amortization expense decreased $0.5 million in the first quarter of 2021 compared to the same period in 2020. The decrease was due to certain assets reaching the end of their assumed useful lives, therefore, becoming fully amortized.

2021 vs. 2019



Amortization expense increased $7.1 million in the first quarter of 2021
compared to the same period in 2019. Our 2019 Acquisitions added amortization
expense of $9.7 million. Excluding the impact of the 2019 Acquisitions,
amortization expense decreased $2.6 million due to certain assets reaching the
end of their assumed useful lives.

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Spectrum Repacking Reimbursements and Other, net

2021 vs. 2020



Spectrum repacking reimbursements and other net gains were $1.4 million in the
first quarter of 2021 compared to net gains of $7.5 million in the same period
in 2020. The 2021 activity is related to $1.4 million of reimbursements received
from the Federal Communications Commission (FCC) for required spectrum
repacking, compared to $7.5 million of reimbursements received in the first
quarter of 2020.

2021 vs. 2019



Spectrum repacking reimbursements and other net gains were $1.4 million in the
first quarter of 2021 compared to net gains of $7.0 million in the same period
in 2019. The 2021 activity consists of $1.4 million of reimbursements received
from the FCC for required spectrum repacking. The 2019 activity reflects $4.1
million of gains due to reimbursements received from the FCC and a $2.9 million
gain as a result of the sale of certain real estate.

Operating Income

2021 vs. 2020



Our operating income increased $21.4 million in the first quarter of 2021
compared to the same period in 2020. The increase was driven by the changes in
revenue and expenses discussed above, most notably the increase in subscription
and AMS revenues.

2021 vs. 2019

Our operating income increased $63.3 million in the first quarter of 2021
compared to the same period in 2019. Results from our 2019 Acquisitions added
operating income of $27.7 million in the first quarter of 2021. Excluding the
2019 Acquisitions, operating income increased $35.6 million. The increase was
driven by the changes in revenue and expenses discussed above, most notably the
increase of subscription revenue.

Non-Operating Expenses



Non-operating expenses decreased $19.7 million in the first quarter of 2021
compared to the same period in 2020. This decrease was partially due to the
absence of a $13.8 million call premium related to the repayment of our 2023
Senior Notes and acceleration of $7.9 million of previously deferred financing
fees associated with the 2023 and 2020 Senior notes that occurred in the first
quarter of 2020 due to their early repayment. Additionally, interest expense
decreased by $10.5 million driven by a lower average outstanding debt and lower
average interest rate due to the refinancings undertaken in 2019 and 2020. Total
average outstanding debt was $3.50 billion for the first quarter of 2021,
compared to $4.19 billion in the same period of 2020. The weighted average
interest rate on total outstanding debt was 5.08% for the first quarter of 2021,
compared to 5.27% in the same period of 2020. Partially offsetting this decline
was the absence of $12.1 million gain related to our share of CareerBuilder's
gain on the sale of its employment screening business recognized in the first
quarter of 2020.

Income Tax Expense

Income tax expense increased $14.5 million in the first quarter of 2021 compared
to the same period in 2020. The increase was primarily due to an increase in net
income before tax. Our effective income tax rate was 24.0% for the first quarter
of 2021, compared to 19.7% for the first quarter of 2020. The tax rate for the
first quarter of 2021 is higher than the comparable amount in 2020 primarily due
to 2020 tax benefits from the utilization of capital loss carryforwards in
connection with certain disposition transactions and the release of the
associated valuation allowance.

Net Income attributable to TEGNA Inc.



Net income attributable to TEGNA Inc. was $112.6 million, or $0.51 per diluted
share, in the first quarter of 2021 compared to $86.3 million, or $0.39 per
diluted share, during the same period in 2020. Both income and earnings per
share were affected by the factors discussed above, most notably, an increase in
subscription revenue from annual rate increases under existing and newly
renegotiated retransmission agreements and an increase of AMS revenue due to
increased advertising demand as a result of improving economic conditions.

The weighted average number of diluted common shares outstanding in the first quarter of 2021 and 2020 were 221.2 million and 218.9 million, respectively.


                                       20
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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
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) loss attributable to redeemable
noncontrolling interest, (2) income taxes, (3) interest expense, (4) equity
(loss) income in unconsolidated investments, net, (5) other non-operating items,
net, (6) M&A due diligence 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. The most directly
comparable GAAP financial measure to free cash flow is Net income attributable
to TEGNA. Free cash flow is calculated as non-GAAP Adjusted EBITDA (as defined
above), further adjusted by adding back (1) stock-based compensation, (2)
non-cash 401(k) company match, (3) syndicated programming amortization, (4)
pension reimbursements, (5) dividends received from equity method investments
and (6) reimbursements from spectrum repacking. This is further adjusted by
deducting payments made for (1) syndicated programming, (2) pension, (3)
interest, (4) taxes (net of refunds) and (5) purchases of property and
equipment. Like Adjusted EBITDA, free cash flow is not intended to be a measure
of cash flow available for management's discretionary use.

                                       21
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Discussion of Special Charges 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 ended March 31, 2021:



•Spectrum repacking reimbursements and other, net consisting of gains due to
reimbursements from the FCC for
required spectrum repacking; and
•Advisory fees related to activism defense.

Quarter ended March 31, 2020:



•Spectrum repacking reimbursements and other, net primarily consisting of gains
due to reimbursements from the FCC for
required spectrum repacking;
•Advisory fees related to activism defense;
•M&A due diligence costs we incurred to assist prospective buyers of our company
with their due diligence;
•A gain recognized in our equity income in unconsolidated investments, related
to our share of CareerBuilder's gain on the
sale of its employment screening business;
•Other non-operating items primarily related to costs incurred in connection
with the early extinguishment of debt; and
•Deferred tax benefits related to partial capital loss valuation allowance
release.












































                                       22

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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
                                                        Advisory fees           Spectrum repacking
                                        GAAP              related to            reimbursements and
Quarter ended March 31, 2021           measure         activism defense               other                   Non-GAAP measure

Corporate - General and
administrative expenses              $ 16,870          $      (4,599)         $                 -          $            12,271
Spectrum repacking
reimbursements and other, net          (1,423)                     -                        1,423                            -
Operating expenses                    531,121                 (4,599)                       1,423                      527,945
Operating income                      195,930                  4,599                       (1,423)                     199,106

Income before income taxes            148,446                  4,599                       (1,423)                     151,622
Provision for income taxes             35,614                  1,180                         (367)                      36,427
Net income attributable to
TEGNA Inc.                            112,617                  3,419                       (1,056)                     114,980

Net income per share-diluted $ 0.51 $ 0.02

  $             (0.01)         $              0.52

                                                                                                                        Special Items
                                                                                                             Spectrum repacking
                                        GAAP               M&A due            Advisory fees related          reimbursements and          Gain on equity

Other non-operating Special tax Non-GAAP Quarter ended March 31, 2020

           measure         diligence costs         to activism defense                 other                method investment              items                 items             measure

Corporate - General and
administrative expenses              $ 21,714          $      (4,588)         $            (7,639)         $                 -          $            -          $              -          $       -          $   9,487
Spectrum repacking
reimbursements and other, net          (7,515)                     -                            -                        7,515                       -                         -                  -                  -
Operating expenses                    509,651                 (4,588)                      (7,639)                       7,515                       -                         -                  -            504,939
Operating income                      174,538                  4,588                        7,639                       (7,515)                      -                         -                  -            179,250
Equity (loss) in
unconsolidated investments,
net                                     9,015                      -                            -                            -                 (12,071)                        -                  -             (3,056)
Other non-operating items, net        (19,270)                     -                            -                            -                       -                    21,744                  -              2,474
Total non-operating expenses          (67,215)                     -                            -                            -                 (12,071)                   21,744                  -            (57,542)
Income before income taxes            107,323                  4,588                        7,639                       (7,515)                (12,071)                   21,744                  -            121,708
Provision for income taxes             21,125                  1,151                        1,919                       (1,990)                 (3,033)                    5,463              3,944             28,579
Net income attributable to
TEGNA Inc.                             86,308                  3,437                        5,720                       (5,525)                 (9,038)                   16,281             (3,944)            93,239
Net income per share-diluted
(a)                                  $   0.39          $        0.02          $              0.03          $             (0.03)         $        (0.04)         $           0.07          $   (0.02)         $    0.43

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


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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 Mar. 31,
                                                                    2021                2020              Change

Net income attributable to TEGNA Inc. (GAAP basis)             $   112,617          $  86,308                 30  %

Plus (Less): Net income (loss) attributable to redeemable noncontrolling interest

                                                215               (110)                   ***
Plus: Provision for income taxes                                    35,614             21,125                 69  %
Plus: Interest expense                                              46,485             56,960                (18  %)

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

                                                     1,329             (9,015)                   ***
(Less) Plus: Other non-operating items, net                           (330)            19,270                    ***
Operating income (GAAP basis)                                      195,930            174,538                 12  %

Plus: M&A due diligence costs                                            -              4,588                    ***

Plus: Advisory fees related to activism defense                      4,599              7,639                (40  %)
Less: Spectrum repacking reimbursements and other, net              (1,423)            (7,515)               (81  %)
Adjusted operating income (non-GAAP basis)                         199,106            179,250                 11  %
Plus: Depreciation                                                  15,896             16,900                 (6  %)
Plus: Amortization of intangible assets                             15,760             16,216                 (3  %)
Adjusted EBITDA (non-GAAP basis)                                   230,762            212,366                  9  %

Corporate - General and administrative expense (non-GAAP basis)

                                                              12,271              9,487                 29  %

Adjusted EBITDA, excluding Corporate (non-GAAP basis) $ 243,033

        $ 221,853                 10  %

*** Not meaningful



In the first quarter of 2021 Adjusted EBITDA margin was 33% without corporate
expense or 32% with corporate expense, compared to first quarter of 2020
Adjusted EBITDA margin of 32% without corporate expense or 31% with corporate
expense. Our total Adjusted EBITDA increased $18.4 million in the first quarter
of 2021 compared to 2020. This increase was primarily driven by the operational
factors discussed above within the revenue and operating expense fluctuation
explanation sections, most notably, the increase in subscription revenue from
annual rate increases under existing and newly renegotiated retransmission
agreements and increase in AMS revenue.
                                       24
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Free Cash Flow Reconciliation

Our free cash flow, a non-GAAP performance measure, was $158.7 million in the first quarter of 2021 compared to $142.2 million for the same period in 2020.



Reconciliations from "Net income" to "Free cash flow" follow (in thousands):
                                                                 Three months ended Mar.
                                                                           31,
                                                                                 2021               2020               Change

Net income attributable to TEGNA Inc. (GAAP basis)                           $ 112,617          $  86,308                   30  %
Plus: Provision for income taxes                                                35,614             21,125                   69  %
Plus: Interest expense                                                          46,485             56,960                  (18  %)

Plus: M&A due diligence costs                                                        -              4,588                      ***

Plus: Depreciation                                                              15,896             16,900                   (6  %)
Plus: Amortization                                                              15,760             16,216                   (3  %)
Plus: Stock-based compensation                                                   8,761               (757)                     ***
Plus: Company stock 401(k) contribution                                          5,304              5,138                    3  %
Plus: Syndicated programming amortization                                       16,977             18,175                   (7  %)

Plus: Advisory fees related to activism defense                                  4,599              7,639                  (40  %)

Plus: Cash dividend from equity investments for return on capital

                                                                          1,357                208                      ***
Plus: Cash reimbursements from spectrum repacking                                1,423              7,515                  (81  %)
Plus: Other non-operating items, net                                              (330)            19,270                      ***

Plus (Less): Net income (loss) attributable to redeemable noncontrolling interest

                                                            215               (110)                     ***
Plus (Less): Income tax receipts (payments)                                         33               (793)                     ***

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

                                                                 1,329             (9,015)                     ***
Less: Spectrum repacking reimbursements and other, net                          (1,423)            (7,515)                 (81  %)
Less: Syndicated programming payments                                          (15,721)           (17,865)                 (12  %)
Less: Pension contributions                                                       (935)            (2,309)                 (60  %)
Less: Interest payments                                                        (76,045)           (66,240)                  15  %
Less: Purchases of property and equipment                                      (13,185)           (13,264)                  (1  %)
Free cash flow (non-GAAP basis)                                              $ 158,731          $ 142,174                   12  %

*** Not meaningful



                                       25

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Liquidity, Capital Resources and Cash Flows



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

The COVID-19 pandemic has had far-reaching material adverse impacts on many
aspects of our operations, directly and indirectly, including our employees,
consumer behavior, distribution of our content, our vendors, and the overall
market. The full impact of the COVID-19 pandemic, particularly with regard to
the broader advertising industry, remains uncertain and continues to evolve.
However, during the first quarter of 2021, the U.S. economy continued on a path
towards recovery with millions of Americans receiving COVID-19 vaccines and
states and municipalities increasingly reopening. In addition, the U.S. federal
government continued to enact policies to provide fiscal stimulus to the economy
and relief to those affected by the pandemic, with the most recent stimulus
expected to bolster household finances as well as those of small businesses,
states and municipalities.

The roll out of vaccines together with lower COVID-19 case counts are
encouraging. The improving conditions around the pandemic, coupled with
strategic actions we've taken over the past couple years with our 2020 and 2019
debt refinancings and reduction of discretionary spending has helped
strengthened our financial position. On March 29, 2021, we announced that our
Board of Directors approved a dividend increase of ten cents per share on an
annual basis, to $0.38 per common share (approximately 2.0% dividend yield as of
March 31, 2021), which represents an approximately 36% increase above the prior
dividend. The increase of the dividend demonstrates the Board's and management's
confidence in our business and continued focus on making prudent, disciplined
decisions intended to drive near and long-term shareholder value. Our capital
allocation decisions focus on optimizing investments in organic and inorganic
growth opportunities, paying down debt, issuing dividends, and repurchasing
shares.

As of March 31, 2021, we were in compliance with all covenants contained in our
debt agreements and credit facility and our leverage ratio, calculated in
accordance with our revolving credit agreement and term loan agreements, was
3.77x, well below the permitted leverage ratio of less than 5.5x. 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.

We often present a different leverage ratio in our investor communications than
the one required to be computed by our revolving covenant agreement. The ratio
disclosed in our investor communications, which is regularly reviewed by our
management and our board of directors, was 3.82x as of March 31, 2021. The
primary difference between this computation and the leverage ratio calculated in
accordance with our revolving credit agreement is the definition of adjusted
EBITDA in the revolving credit agreement version requires additional adjustments
to add back non-cash compensation and contractual synergy benefits during
periods in the trailing eight quarters that preceded a particular acquisition.

As of March 31, 2021, our total debt was $3.52 billion, cash and cash
equivalents totaled $12.9 million, and we had unused borrowing capacity of $1.17
billion under our revolving credit facility. Approximately $3.23 billion, or
91%, of our debt has a fixed interest rate.

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 2020 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 debt
service obligations, capital expenditure requirements, and working capital needs
for the next twelve months.

                                       26
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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):


                                                                       Three months ended Mar. 31,
                                                                       2021                   2020

Balance of cash and cash equivalents beginning of the period     $       40,968          $     29,404

Operating activities:
  Net income                                                            112,832                86,198
  Depreciation, amortization and other non-cash adjustments              47,050                28,482
  Pension contributions, net of income                                   (4,410)               (3,642)
  Decrease (increase) in trade receivables                              (63,120)               38,131
  Increase in interest and taxes payable                                  4,320                 8,775
  Other, net                                                            (38,601)               19,420
Cash flow from operating activities                                      58,071               177,364

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

                                                           (13,341)              (15,000)
All other investing activities                                           (9,890)                 (563)
Cash flow used for investing activities                                 (23,231)              (15,563)

Cash flow used for financing activities                                 (62,955)             (156,146)
(Decrease) increase in cash and cash equivalents                        (28,115)                5,655
Balance of cash and cash equivalents end of the period           $       

12,853 $ 35,059





Operating Activities - Cash flow from operating activities was $58.1 million for
the three months ended March 31, 2021, compared to $177.4 million for the same
period in 2020. Driving the decrease was a change in accounts receivable of
$101.3 million primarily due year over year increases in AMS and subscription
revenue of $27.7 million and $53.9 million, respectively, and a change in
accounts payable of $18.7 million.

Investing Activities - Cash flow used for investing activities was $23.2 million
for the three months ended March 31, 2021, compared to $15.6 million for the
same period in 2020. The increase was primarily due to a $6.1 million decline in
spectrum repack reimbursements. Also contributing to the decline was a $5.0
million decrease in proceeds from the sale of assets and business.

Financing Activities - Cash flow used for financing activities was $63.0 million
for the three months ended March 31, 2021, compared to $156.1 million for the
same period in 2020. The change was primarily due to debt activity in 2020.
Specifically, in January 2020 we issued $1.0 billion of unsecured notes, the
proceeds of which were used to early redeem $650.0 million of unsecured notes
due in October 2023 and $310.0 million due in July 2020. We incurred combined
debt issuance and early redemption fees of $27.6 million related to these
actions. Additionally, we paid down $37.0 million on our revolving credit
facility early in the first quarter of 2021 as compared to $118.0 million in the
first quarter of 2020.
Certain Factors Affecting Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q contain forward-looking
statements regarding business strategies, market potential, future financial
performance and other matters, which include, but are not limited to the adverse
impacts caused by the COVID-19 pandemic and its effect on our revenues,
particularly our non-political advertising revenues. The words "believe,"
"expect," "estimate," "could," "should," "intend," "may," "plan," "seek,"
"anticipate," "project" and similar expressions, among others, generally
identify "forward-looking statements". These forward-looking statements are
subject to certain risks and uncertainties that could cause actual results and
events to differ materially from those anticipated in the forward-looking
statements, including those described within Item 1A. "Risk Factors" in our 2020
Annual Report on Form 10-K.

                                       27

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Our actual financial results may be different from those projected due to the
inherent nature of projections. Given these uncertainties, forward-looking
statements should not be relied on in making investment decisions. The
forward-looking statements contained in this Form 10-Q speak only as of the date
of its filing. Except where required by applicable law, we expressly disclaim a
duty to provide updates to forward-looking statements after the date of this
Form 10-Q to reflect subsequent events, changed circumstances, changes in
expectations, or the estimates and assumptions associated with them. The
forward-looking statements in this Form 10-Q are intended to be subject to the
safe harbor protection provided by the federal securities laws.
Item 3. Quantitative and Qualitative Disclosures about Market Risk

For quantitative and qualitative disclosures about market risk, refer to the
following section of our 2020 Annual Report on Form 10-K: "Item 7A. Quantitative
and Qualitative Disclosures about Market Risk." Our exposures to market risk
have not changed materially since December 31, 2020.

As of March 31, 2021, approximately $3.23 billion of our debt has a fixed
interest rate (which represents approximately 91%, of our total principal debt
obligation). Our remaining debt obligation of $318 million has floating interest
rates. These obligations fluctuate with market interest rates. By way of
comparison, a 50 basis points increase or decrease in the average interest rate
for these obligations would result in a change in annual interest expense of
approximately $1.6 million. The fair value of our total debt, based on bid and
ask quotes for the related debt, totaled $3.72 billion as of March 31, 2021 and
$3.79 billion as of December 31, 2020.

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