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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-6961 TEGNA INC. (Exact name of registrant as specified in its charter) Delaware 16-0442930 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer identification No.) 8350 Broad Street, Suite 2000, Tysons, Virginia 22102-5151 (Address of principal executive offices) (Zip Code) (703) 873-6600 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, par value $1.00 per share TGNA The New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S- T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large Accelerated Filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ The aggregate market value of the voting common equity held by non-affiliates of the registrant based on the closing sales price of the registrant’s Common Stock as reported on The New York Stock Exchange on June 30, 2020, was $2,425,933,543. The registrant has no non-voting common equity. As of February 19, 2021, 219,656,092 shares of the registrant’s Common Stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of our 2021 definitive proxy statement are incorporated by reference into Part III of this Form 10-K. The 2021 definitive proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days of our fiscal year ended December 31, 2020. INDEX TO TEGNA INC. 2020 FORM 10-K Item No. Page Part I 1. Business 3 1A. Risk Factors 19 1B. Unresolved Staff Comments 23 2. Properties 23 3. Legal Proceedings 23 4. Mine Safety Disclosures 23 Part II 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 23 6. Selected Financial Data 23 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24 7A. Quantitative and Qualitative Disclosures about Market Risk 41 8. Financial Statements and Supplementary Data 42 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 78 9A. Controls and Procedures 78 9B. Other Information 78 Part III 10. Directors, Executive Officers and Corporate Governance 79 11. Executive Compensation 79 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 79 13. Certain Relationships and Related Transactions, and Director Independence 79 14. Principal Accountant Fees and Services 79 Part IV 15. Exhibits and Financial Statement Schedules 80 16. Form 10-K Summary 89 2 PART I ITEM 1. BUSINESS Our Business 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 and Quest. Each television station also has a robust digital presence across online, mobile and social platforms, reaching consumers on all devices and platforms they use to consume news content. We have been consistently honored with the industry’s top awards, including Edward R. Murrow, Alfred I. DuPont-Columbia 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. Over the past several years, we have transformed our company to become a pure-play broadcasting company, adding more than 40 stations in attractive markets and divesting non-core assets. In 2019, we completed four strategic acquisitions for a total purchase price of approximately $1.5 billion which enhanced our geographic diversity and bolstered our portfolio of Big Four stations while positioning our company to take full advantage of emerging viewing trends. We now operate one of the largest U.S. broadcasting groups, and are a leading local news and media content provider in the markets we serve. As a result of this strategic evolution, we have increased revenue and cash flow, reduced economic cyclicality, and continue to be well-positioned to benefit from additional industry consolidation. COVID-19 Pandemic 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. At the same time, this past year demonstrated the strength and resiliency of our business and core strategy, and illustrated the meaningful role we play in keeping our local communities safe and informed. This year more than ever TEGNA stations’ local news broadcasts have been a trusted and critical source of information for our communities. TEGNA stations reported essential information about the pandemic and its local impact, using experts to explain medical and scientific data to our audiences, in addition to providing the latest information about how to stay safe including local distribution plans for COVID-19 vaccines. TEGNA stations also were a trusted resource in helping viewers deal with the impacts of the pandemic, providing information on relief efforts and how to apply for government programs. In response to the pandemic, federal and state governments in the United States instituted a wide variety of mitigating control measures, including mandatory quarantines, closures of non-essential businesses and all other places of social interaction, while implementing “shelter in place” orders and travel restrictions in an effort to slow the spread of the virus. While some of these measures have been lifted or relaxed in certain state and local governments, other jurisdictions have seen increases in new COVID-19 cases resulting in restrictions being reinstated, or new restrictions imposed. These variations in COVID-19 mitigating measures began negatively impacting our advertising and marketing services (AMS) revenue stream in mid-March 2020 as demand for non-political advertising softened. However, overall advertising demand improved during the year for non-political advertising as steps toward re-opening were implemented and as federal government stimulus programs were enacted. In late 2020, vaccines for combating COVID-19 were approved in the United States and began to be administered. However, initial quantities of the vaccines are limited and vaccine distributions are controlled by local authorities. 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