SEC Comment Letter 0000000000-24-003457 to TEGNA INC (TGNA) (CIK 0000039899) (TGNA)
TEGNA INC (TGNA) (CIK 0000039899)
Date: April 1, 2024 · CIK: 0000039899 · Accession: 0000000000-24-003457
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-06961
Letter
United States securities and exchange commission logo April 1, 2024 David T. Lougee Chief Executive Officer TEGNA INC 8350 Broad Street Suite 2000 Tysons, Virginia 22102-5151 Re:TEGNA INC Form 10-K for the fiscal year ended December 31, 2023 Filed on February 29, 2024 Form 8-K Filed on February 29, 2024 File No. 001-06961 Dear David T. Lougee: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the fiscal year ended December 31, 2023 Management's Discussion and Analysis of Financial Condition and Results of Operations Operating results non-GAAP information, page 38 1.We note the tabular disclosure on page 38 showing non-GAAP reconciliations of certain line items to the most directly comparable financial measures calculated and presented in accordance with GAAP. Please revise your presentation as this appears to be a non-GAAP income statement. We refer you to Question 102.10(c) in the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Free cash flow reconciliation, page 40 2.You disclose free cash flow is a non-GAAP performance measure that the Board of
FirstName LastNameDavid T. Lougee Comapany NameTEGNA INC April 1, 2024 Page 2 FirstName LastName David T. Lougee TEGNA INC April 1, 2024 Page 2 Directors uses to review the performance of the business. Tell us how you determined that the label used for this non-GAAP measure reflects its nature and help us better understand why you appear to be making cash-based adjustments to a non-GAAP measures that is reconciled to GAAP net income/(loss). Also, explain your basis for presenting free cash flow for a two-year period. We refer you to Item 10(e)(1)(i) of Regulation S-K, Regulation G, and Questions 100.05 and 102.07 in the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. In addition, this comment also applies to the free cash flow non-GAAP measure presented in your Form 8-K filed on February 29, 2024.
Form 8-K filed on February 29, 2024 Use of Non-GAAP Information, page 10 3.We note your disclosure of the non-GAAP measure Operating expenses, less Programming. Please describe the nature of programming expenses and tell us how you considered whether these costs are a normal, recurring operating expense for which a non- GAAP adjustment is inconsistent with Question 100.01 in the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-551- 3488 with any questions. Sincerely, Division of Corporation Finance Office of Technology
Show Raw Text
United States securities and exchange commission logo
April 1, 2024
David T. Lougee
Chief Executive Officer
TEGNA INC
8350 Broad Street
Suite 2000
Tysons, Virginia 22102-5151
Re:TEGNA INC
Form 10-K for the fiscal year ended December 31, 2023
Filed on February 29, 2024
Form 8-K
Filed on February 29, 2024
File No. 001-06961
Dear David T. Lougee:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Operating results non-GAAP information, page 38
1.We note the tabular disclosure on page 38 showing non-GAAP reconciliations of certain
line items to the most directly comparable financial measures calculated and presented in
accordance with GAAP. Please revise your presentation as this appears to be a non-GAAP
income statement. We refer you to Question 102.10(c) in the Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures.
Free cash flow reconciliation, page 40
2.You disclose free cash flow is a non-GAAP performance measure that the Board of
FirstName LastNameDavid T. Lougee
Comapany NameTEGNA INC
April 1, 2024 Page 2
FirstName LastName
David T. Lougee
TEGNA INC
April 1, 2024
Page 2
Directors uses to review the performance of the business. Tell us how you determined that
the label used for this non-GAAP measure reflects its nature and help us better understand
why you appear to be making cash-based adjustments to a non-GAAP measures that is
reconciled to GAAP net income/(loss). Also, explain your basis for presenting free cash
flow for a two-year period. We refer you to Item 10(e)(1)(i) of Regulation S-K,
Regulation G, and Questions 100.05 and 102.07 in the Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures. In addition, this comment also applies
to the free cash flow non-GAAP measure presented in your Form 8-K filed on February
29, 2024.
Form 8-K filed on February 29, 2024
Use of Non-GAAP Information, page 10
3.We note your disclosure of the non-GAAP measure Operating expenses, less
Programming. Please describe the nature of programming expenses and tell us how you
considered whether these costs are a normal, recurring operating expense for which a non-
GAAP adjustment is inconsistent with Question 100.01 in the Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-551-
3488 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology