UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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
TGNA
New York Stock Exchange
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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒
The total number of shares of the registrant’s Common Stock, $1 par value, outstanding as of July 31, 2025 was 160,877,317.
INDEX TO TEGNA INC.
June 30, 2025 FORM 10-Q
Item No.
Page
PART I. FINANCIAL INFORMATION
1.
Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024
3
Consolidated Statements of Income for the Quarters and Six Months Ended June 30, 2025 and 2024
5
Consolidated Statements of Comprehensive Income for the Quarters and Six Months Ended June 30, 2025 and 2024
6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024
7
Consolidated Statements of Equity and Redeemable Noncontrolling Interest for the Quarters and Six Months Ended June 30, 2025 and 2024
8
Notes to Condensed Consolidated Financial Statements
10
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
18
3.
Quantitative and Qualitative Disclosures about Market Risk
27
4.
Controls and Procedures
PART II. OTHER INFORMATION
Legal Proceedings
1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
28
5.
Other Information
6.
Exhibits
29
SIGNATURE
30
2
Item 1. Financial Statements
TEGNA Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands of dollars (Unaudited)
June 30, 2025
Dec. 31, 2024
ASSETS
Current assets
Cash and cash equivalents
$
756,540
693,214
Accounts receivable, net of allowances of $3,831 and $2,831, respectively
583,654
604,300
Other receivables
14,028
11,752
Syndicated programming rights
10,767
28,097
Prepaid expenses and other current assets
26,368
23,049
Total current assets
1,391,357
1,360,412
Property and equipment
Cost
1,076,704
1,093,900
Less accumulated depreciation
(651,701
)
(649,581
Net property and equipment
425,003
444,319
Intangible and other assets
Goodwill
3,015,944
Indefinite-lived and amortizable intangible assets, less accumulated amortization of $202,860 and $185,175, respectively
2,291,462
2,309,772
Right-of-use assets for operating leases
52,572
63,535
Investments and other assets
130,373
132,537
Total intangible and other assets
5,490,351
5,521,788
Total assets
7,306,711
7,326,519
The accompanying notes are an integral part of these condensed consolidated financial statements.
In thousands of dollars, except par value and share amounts (Unaudited)
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
Current liabilities
Accounts payable
85,434
87,338
Accrued liabilities
Compensation
54,705
64,343
Interest
43,967
44,719
Contracts payable for programming rights
130,646
143,095
Other
80,975
75,454
Income taxes payable
—
51,331
Current portion of long-term debt
548,848
Total current liabilities
944,575
466,280
Noncurrent liabilities
Net deferred income tax liabilities
582,465
579,213
Long-term debt
2,529,464
3,076,451
Pension liabilities
60,793
65,956
Operating lease liabilities
47,341
63,421
Other noncurrent liabilities
48,750
50,167
Total noncurrent liabilities
3,268,813
3,835,208
Total liabilities
4,213,388
4,301,488
Commitments and contingent liabilities (see Note 10)
Redeemable noncontrolling interest (see Note 1)
20,317
Shareholders̛ equity
Common stock of $1 per value per share, 800,000,000 shares authorized, 324,418,632 shares issued
324,419
Additional paid-in capital
27,941
Retained earnings
8,574,627
8,549,717
Accumulated other comprehensive loss
(104,532
(106,644
Less treasury stock at cost, 163,542,945 shares and 164,520,591 shares, respectively
(5,729,132
(5,790,719
Total equity
3,093,323
3,004,714
Total liabilities, redeemable noncontrolling interest and equity
4
CONSOLIDATED STATEMENTS OF INCOME
Unaudited, in thousands of dollars, except per share amounts
Quarter ended June 30,
Six months ended June 30,
2025
2024
Revenues
675,045
710,363
1,355,094
1,424,615
Operating expenses:
Cost of revenues1
422,896
432,044
863,887
862,611
Business units - Selling, general and administrative expenses
94,998
94,938
190,545
197,198
Corporate - General and administrative expenses
10,109
12,685
20,265
27,483
Depreciation
15,796
15,173
31,275
29,483
Amortization of intangible assets
8,832
13,663
17,685
27,323
Asset impairment and other
1,097
Total
552,631
568,503
1,123,657
1,145,195
Operating income
122,414
141,860
231,437
279,420
Non-operating (expense) income:
Interest expense
(41,789
(41,748
(83,600
(84,116
Interest income
8,168
5,873
16,241
11,446
Other non-operating items, net
(627
(2,749
(2,444
147,009
(34,248
(38,624
(69,803
74,339
Income before income taxes
88,166
103,236
161,634
353,759
Provision for income taxes
20,264
21,207
35,425
82,468
Net income
67,902
82,029
126,209
271,291
Net loss attributable to redeemable noncontrolling interest
20
115
384
413
Net income attributable to TEGNA Inc.
67,922
82,144
126,593
271,704
Earnings per share:
Basic
0.42
0.48
0.78
1.56
Diluted
0.77
1.55
Weighted average number of common shares outstanding:
Basic shares
161,472
169,512
161,162
173,668
Diluted shares
162,667
169,880
162,294
174,158
1 Cost of revenues exclude charges for depreciation and amortization expense, which are shown separately.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Unaudited, in thousands of dollars
Net Income
Recognition of previously deferred post-retirement benefit plan costs
1,463
1,495
2,838
2,995
Income tax effect related to components of other comprehensive income
(374
(385
(726
(774
Other comprehensive income, net of tax
1,089
1,110
2,112
2,221
Comprehensive income
68,991
83,139
128,321
273,512
Comprehensive loss attributable to redeemable noncontrolling interest
Comprehensive income attributable to TEGNA Inc.
69,011
83,254
128,705
273,925
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Adjustments to reconcile net income to net cash flow from operating activities:
Depreciation and amortization
48,960
56,806
Employee stock-based compensation awards
13,075
20,070
Company stock 401(k) match contributions
8,649
10,216
Gain on investment sales
(153,626
Pension expense, net of employer contributions
1,558
436
Change in operating assets and liabilities, net of acquisitions:
Decrease in trade receivables
19,646
19,830
Decrease in accounts payable
(1,904
(35,820
(Decrease) increase in interest and taxes payable
(55,510
33,194
Increase in deferred revenue
972
50
Changes in other assets and liabilities, net
(2,164
2,712
Net cash flow from operating activities
159,491
225,159
Cash flows from investing activities:
Purchase of property and equipment
(12,051
(20,883
Payments for acquisitions of businesses and assets, net of cash acquired
(1,745
(52,799
Payments for investments
(2,631
(9,789
Proceeds from investments
1,487
155,037
Proceeds from sale of assets
668
64
Net cash flow (used for) provided by investing activities
(14,272
71,630
Cash flows from financing activities:
Repurchase of common stock
(154,699
Dividends paid
(40,196
(40,914
Payments for debt issuance costs
(6,448
Payment for acquisition-related earnout consideration
(6,364
Repurchase of noncontrolling interest in Premion
(20,845
Payments for tax withholding related to vested stock-based compensation awards and share repurchase excise tax
(14,488
(10,035
Net cash flow used for financing activities
(81,893
(212,096
Increase in cash and cash equivalents
63,326
84,693
Balance of cash and cash equivalents at beginning of period
361,036
Balance of cash and cash equivalents at end of period
445,729
Supplemental cash flow information:
Cash paid for income taxes, net of refunds(1)
90,237
48,091
Cash paid for interest
81,617
82,619
(1) Includes $58,125 of payments for clean energy tax credits in 2025.
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTEREST
Unaudited, in thousands of dollars, except per share data
Quarter ended:
Redeemable noncontrolling interest
Common stock
Treasury stock
Total Equity
Balance as of March 31, 2025
20,708
8,531,880
(105,621
(5,739,749
3,038,870
Net (loss) income
(20
Total comprehensive income
Dividends declared: $0.125 per share
(20,107
Stock-based awards activity
(6,329
(4,911
10,617
(623
Employee awards stock-based compensation
5,979
Adjustment of redeemable noncontrolling interest to redemption value
157
(157
Other activity
350
Balance as of June 30, 2025
Balance as of March 31, 2024
19,174
8,248,066
(118,499
(5,684,038
2,797,889
(115
(21,016
(4,172
(12,446
21,405
4,787
(5,099
(15,215
18,416
(1,898
8,938
(70,691
496
(496
333
Balance as of June 30, 2024
19,555
8,281,037
(117,389
(5,714,908
2,801,100
Six Months Ended:
Balance as of Dec. 31, 2024
(384
Dividends declared: $0.25 per share
(13,800
(60,575
64,013
(10,362
Employee stock-based compensation expenses
912
(912
725
(2,426
(1,701
Balance as of Dec. 31, 2023
18,812
8,091,245
(119,610
(5,619,123
2,704,872
(413
Dividends declared: $0.23875 per share
(19,704
(15,165
45,085
(59,128
(24,677
73,770
58,029
(214,640
(156,611
Adjusted redeemable noncontrolling interest to redemption value
1,156
(1,156
733
9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – Basis of presentation and accounting policies
Basis of presentation: Our (or TEGNA’s) accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial reporting, the instructions for Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (SEC) Regulation S-X. Accordingly, they do not include all information and footnotes which are normally included in the Form 10-K and annual report to shareholders. In our opinion, the condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented. The condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.
The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We use the best information available in developing significant estimates inherent in our financial statements. Actual results could differ from these estimates, and these differences resulting from changes in facts and circumstances could be material. Significant estimates include, but are not limited to, evaluation of goodwill and other intangible assets for impairment, allocation of purchase price to assets and liabilities in business combinations, fair value measurements, post-retirement benefit plans, income taxes including deferred taxes, and contingencies. The condensed consolidated financial statements include the accounts of subsidiaries we control. We eliminate all intercompany balances, transactions, and profits in consolidation. Investments in entities over which we have significant influence, but do not have control, are accounted for under the equity method.
Segment presentation: We operate one operating and reportable segment, which primarily consists of our 64 television stations and two radio stations operating in 51 markets. Our reportable segment structure has been determined based on our management and internal reporting structure, the nature of products and services we offer, and the financial information that is evaluated regularly by our chief operating decision maker (CODM), who is our Chief Executive Officer. The primary measures of profit or loss that our CODM utilizes to assess performance and allocate resources are Net income and Adjusted EBITDA. Within these measures, the significant expense measures that are regularly provided to our CODM are programming and employee compensation. The tables below provide reconciliations between revenue and the primary measures of profit or loss and include our significant expense measures (in thousands).
Revenue
Less:
Programming
249,365
245,934
513,531
495,692
Employee compensation (a)
166,490
178,936
338,474
362,227
Other segment items (b)
108,228
109,766
215,879
216,782
Adjusted EBITDA
150,962
175,727
287,210
349,914
(Less) Plus: All other segment items (c)
(83,060
(93,698
(161,001
(78,623
(a) Includes the cost associated with salaries, bonuses, stock-based compensation, benefits paid to our employees and adjusted to remove workforce restructuring and retention costs (including stock-based compensation and cash payments).
(b) Primarily includes digital ad serving fees, professional service fees and costs associated with operating our facilities.
(c) Primarily includes taxes, interest expense, other non-operating costs, depreciation and amortization.
Accounting guidance recently adopted: In November 2023, the Financial Accounting Standards Board (FASB) issued new guidance that changes required disclosures related to segment reporting. The guidance requires entities to disclose on a quarterly and annual basis the significant segment expense items that are regularly provided to the entity’s CODM. Entities are also required to disclose the title and position of their CODM. We adopted this new guidance on an annual basis in our 2024 Form 10-K and adopted the quarterly requirements of this guidance beginning in the first quarter of 2025.
New accounting guidance not yet adopted: In December 2023, the FASB issued new guidance that changes certain disclosure requirements related to income taxes. The guidance requires entities to disclose additional quantitative and qualitative information about the reconciliation between their statutory and effective tax rates. Specifically, the guidance requires disaggregation of the reconciling items using standardized categories. This guidance also requires additional disclosure of income taxes paid to now include disaggregation on a federal, state and foreign basis and to specifically include the amount of income taxes paid to individual jurisdictions when they represent five percent or more of total income tax payments. The new guidance will be effective for us beginning in our 2025 annual reporting and may be applied on either a prospective or retrospective basis. Early adoption of the guidance is permitted. We do not expect that this new guidance will have a material impact on our financial statements.
In November 2024, the FASB issued new guidance related to expense disaggregation disclosures. This guidance requires additional disclosure of certain amounts included in the expense captions presented in the Statement of Income as well as disclosures about selling expenses. The new guidance will be effective for us beginning in 2027 on an annual basis and in the first quarter of 2028 on a quarterly basis, and may be applied on either a prospective or retrospective basis. Early adoption of the guidance is permitted. We are currently evaluating the effect this new guidance will have on our disclosures.
Trade receivables and allowances for doubtful accounts: Trade receivables are recorded at invoiced amounts and generally do not bear interest. The allowance for doubtful accounts reflects our estimate of credit exposure, determined principally on the basis of our collection experience, aging of our receivables and any specific reserves needed for certain customers based on their credit risk. Our allowance also takes into account expected future trends which may impact our customers’ ability to pay, such as economic growth (or declines), unemployment and demand for our products and services. We monitor the credit quality of our customers and their ability to pay through the use of analytics and communication with individual customers. As of June 30, 2025, our allowance for doubtful accounts was $3.8 million as compared to $2.8 million as of December 31, 2024.
Redeemable Noncontrolling interest: Our Premion business operates an advertising network for over-the-top streaming and connected television platforms. In March 2020, we sold a minority interest in Premion to an affiliate of Gray Television (Gray) and entered into a commercial reselling agreement with the affiliate. Since redemption of the minority ownership interest was outside our control, Gray’s equity interest was presented outside of the Equity section on the Condensed Consolidated Balance Sheets in the caption “Redeemable noncontrolling interest.” On April 1, 2025, Gray exercised its put right following the expiration of the commercial agreement. In connection with this, Premion redeemed Gray’s full interest in Premion for $20.8 million on April 30, 2025.
Treasury Stock: We account for treasury stock under the cost method. When treasury stock is re-issued at a price higher than its cost, the difference is recorded as a component of additional paid-in-capital (APIC) in our Condensed Consolidated Balance Sheets. When treasury stock is re-issued at a price lower than its cost, the difference is recorded as a component of APIC to the extent that there are previously recorded gains to offset the losses. If there are no accumulated gains in APIC, the losses upon re-issuance of treasury stock are recorded as a reduction of retained earnings in our Condensed Consolidated Balance Sheets.
Revenue recognition: Revenue is recognized upon the transfer of control of promised services to our customers in an amount that reflects the consideration we expect to receive in exchange for those services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Amounts received from customers in advance of providing services to our customers are recorded as deferred revenue.
The primary sources of our revenues are: 1) distribution revenue, reflecting fees paid by satellite, cable, streaming apps and telecommunications providers to carry our television signals on their platforms. Distribution revenue also includes amounts we earn from licensing content to other outside parties for redistribution; 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 streaming apps; 3) political advertising revenues, which are driven by even-year election cycles at the local and national level (e.g. 2024, 2026, etc.) and particularly in the second half of those years; and 4) other services, such as production of programming and tower rentals.
Revenue earned by these sources in the second quarter and first six months of 2025 and 2024 are shown below (amounts in thousands):
Distribution
369,577
371,204
749,133
751,707
Advertising & Marketing Services
287,856
298,529
574,253
594,638
Political
8,192
31,643
11,808
59,471
9,420
8,987
19,900
18,799
Total revenues
Beginning in the first quarter of 2025, we renamed our subscription revenue to now be called distribution revenue and expanded it to include other distribution revenues formerly reported in Other revenues and AMS revenues. This new presentation results in the consolidated disclosure of the amounts we earn from all sources of content and programming distribution. We have recast the prior year amounts, which were immaterial, to conform to this new presentation.
11
NOTE 2 – Goodwill and other intangible assets
The following table displays goodwill, indefinite-lived intangible assets, and amortizable intangible assets as of June 30, 2025 and December 31, 2024 (in thousands):
Gross
Accumulated Amortization
Indefinite-lived intangibles:
Television and radio station FCC broadcast licenses
2,124,106
2,124,731
Amortizable intangible assets:
Network affiliation agreements
266,018
(132,893
(122,539
104,198
(69,967
(62,636
Total indefinite-lived and amortizable intangible assets
2,494,322
(202,860
2,494,947
(185,175
Our network affiliation agreement assets are amortized on a straight-line basis over their estimated useful lives. Other intangible assets primarily include acquired technology from our 2024 acquisition of Octillion Media and distribution agreements from our multicast networks acquisition, which are also amortized on a straight-line basis over their useful lives.
In the second quarter of 2025, we made a final earnout payment of $6.4 million to the previous owners of Octillion Media as a result of achievements related to the second and third earnout requirements under the purchase agreement signed by the parties. In the second quarter of 2025, we also paid $1.7 million of purchase price holdbacks that had been retained under the purchase agreement. There are no remaining earnouts or holdbacks related to the Octillion acquisition.
NOTE 3 – Investments and other assets
Our investments and other assets consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):
Cash value life insurance
52,460
51,860
Equity method investments
16,469
16,280
Other equity investments
30,904
29,020
Deferred financing costs
5,389
6,137
Prepaid assets
3,963
5,960
Other long-term assets
21,188
23,280
Cash value life insurance: We are the beneficiary of life insurance policies on the lives of certain employees/retirees, which are recorded at their cash surrender value as determined by the insurance carrier. These policies are utilized as a partial funding source for deferred compensation and other non-qualified employee retirement plans. Gains and losses on these investments are included in “Other non-operating items, net” within our Consolidated Statements of Income and were not material for all periods presented.
Equity method investments: These are investments in entities in which we have significant influence, but do not have a controlling financial interest. Our share of net earnings and losses from these ventures is included in “Other non-operating items, net” in the Consolidated Statements of Income.
Other equity investments: Represents investments in non-public businesses that do not have readily determinable pricing, and for which we do not have control and do not exert significant influence. These investments are either recorded at cost less impairments, if any, plus or minus changes in observable prices for those investments or fair value using the net asset value (“NAV”) per share practical expedient.
Deferred financing costs: These costs consist of amounts paid to lenders related to our revolving credit facility. Financing costs paid for our unsecured notes are accounted for as a reduction in the debt obligation.
Prepaid assets: These amounts primarily consist of an asset related to a long-term services agreement for IT security.
12
NOTE 4 – Long-term debt
Our long-term debt is summarized below (in thousands):
Unsecured notes bearing fixed rate interest at 4.75% due March 2026
550,000
Unsecured notes bearing fixed rate interest at 7.75% due June 2027
200,000
Unsecured notes bearing fixed rate interest at 7.25% due September 2027
240,000
Unsecured notes bearing fixed rate interest at 4.625% due March 2028
1,000,000
Unsecured notes bearing fixed rate interest at 5.00% due September 2029
1,100,000
Total outstanding principal
3,090,000
Debt issuance costs
(14,750
(17,285
Unamortized discounts
3,062
3,736
Total debt, net
3,078,312
Less current portion, net
Total long-term debt, net
As of June 30, 2025, cash and cash equivalents totaled $756.5 million and we had $11.8 million of letters of credit outstanding and unused borrowing capacity of $738.2 million under our $750 million revolving credit facility, which expires in January 2029. We were in compliance with all covenants, including the leverage ratio (our one financial covenant) contained in our debt agreements and revolving credit facility. We believe, based on our current financial forecasts and trends, that we will remain compliant with all covenants for the foreseeable future.
NOTE 5 – Retirement plans
We have various defined benefit retirement plans. Our principal defined benefit pension plan is the TEGNA Retirement Plan (TRP). The total net pension obligations, including both current and non-current liabilities, as of June 30, 2025, were $70.5 million, of which $9.7 million is recorded as a current obligation within accrued liabilities on the Condensed Consolidated Balance Sheets.
Pension costs (income), which primarily include costs for the qualified TRP and the non-qualified TEGNA Supplemental Retirement Plan (SERP), are presented in the following table (in thousands):
Interest cost on benefit obligation
5,463
5,697
10,888
11,372
Expected return on plan assets
(5,935
(5,533
(10,360
(11,033
Amortization of prior service (credit) cost
(67
(117
45
Amortization of actuarial loss
1,530
1,475
2,955
2,950
Expense for company-sponsored retirement plans
991
1,659
3,366
3,334
Benefits no longer accrue for TRP and SERP participants as a result of amendments to the plans in past years, and as such we no longer incur a service cost component of pension expense. All other components of our pension expense presented above are included within the “Other non-operating items, net” line item of the Consolidated Statements of Income.
During the six months ended June 30, 2025 we did not make any cash contributions to the TRP, and do not expect to make any contributions to the TRP during the remainder of 2025. We made contributions of $1.0 million in the six months ended June 30, 2024. We made benefit payments to SERP participants of $1.8 million and $1.9 million during the six month periods ended June 30, 2025 and 2024, respectively, and expect to make additional cash payments of $3.9 million to SERP participants during the remainder of 2025.
13
NOTE 6 – Accumulated other comprehensive loss
The following table summarizes the components of, and the changes in, Accumulated Other Comprehensive Loss (AOCL), net of tax (in thousands):
RetirementPlans
ForeignCurrency
(106,153
532
Amounts reclassified from AOCL
Total other comprehensive income
(105,064
(119,031
(117,921
(107,176
(120,142
Reclassifications from AOCL to the Consolidated Statements of Income are comprised of pension and other post-retirement components. Pension and other post-retirement reclassifications are related to the amortization of prior service (credits) costs and actuarial losses. Amounts reclassified out of AOCL are summarized below (in thousands):
Total reclassifications, before tax
Income tax effect
Total reclassifications, net of tax
14
NOTE 7 – Earnings per share
Our earnings per share (basic and diluted) are presented below (in thousands, except per share amounts):
Net loss attributable to the noncontrolling interest
Earnings available to common shareholders
67,765
81,648
125,681
270,548
Weighted average number of common shares outstanding - basic
Effect of dilutive securities:
Restricted stock units
652
250
718
344
Performance share awards
142
118
151
146
401(k) match shares
401
263
Weighted average number of common shares outstanding - diluted
Net income per share - basic
Net income per share - diluted
Historically, we made matching contributions to eligible employees participating in our 401(k) plan on a bi-weekly basis. We amended the 401(k) plan as of January 2025 so that, going forward, we will make annual matching contributions to eligible employees in the first quarter of the following year, meaning that matching contributions earned in 2025 will be made to eligible employees in the first quarter of 2026. We will continue to make the matching contribution in the form of TEGNA shares. We have included the dilutive impact of the 401(k) match that has been earned, but not yet contributed, in the dilutive shares calculation above.
Our calculation of diluted earnings per share includes the dilutive effects for the assumed vesting of outstanding restricted stock units and performance share awards. The diluted earnings per share amounts exclude the effects of approximately 40 thousand and 50 thousand stock awards for the three and six months ended June 30, 2025, respectively, and approximately 400 thousand and 500 thousand stock awards for the three and six months ended June 30, 2024, respectively, as their inclusion would be accretive to earnings per share.
NOTE 8 – Fair value measurement
We measure and record certain assets and liabilities at fair value in the accompanying condensed consolidated financial statements. U.S. GAAP establishes a hierarchy for those instruments measured at fair value that distinguishes between market data (observable inputs) and our own assumptions (unobservable inputs). The hierarchy consists of three levels:
Level 1 – Quoted market prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than Level 1 inputs that are either directly or indirectly observable; and
Level 3 – Unobservable inputs developed using our own estimates and assumptions, which reflect those that a market participant would use.
We also hold other financial instruments, including cash and cash equivalents, receivables, accounts payable, contingent consideration and debt. The carrying amounts for cash and cash equivalents, receivables and accounts payable approximate their fair values. The fair value of our total debt, based on the bid and ask quotes for the related debt (Level 2), totaled $3.03 billion on June 30, 2025 and $2.98 billion on December 31, 2024.
NOTE 9 – Share repurchase program
On November 9, 2023, we entered into an accelerated share repurchase (the ASR) program with JPMorgan. Under the terms of the ASR, we repurchased $325 million in TEGNA common stock from JPMorgan, with an initial delivery of approximately 17.3 million shares received on November 13, 2023, representing 80% ($260 million) of the value of the ASR contract. The ASR program was completed on February 22, 2024, shortly after which date JPMorgan delivered an additional 4.0 million shares to us. The final share settlement was based on the average daily volume-weighted average price of TEGNA shares during the term of the second ASR program, less a discount, less the previously delivered 17.3 million shares.
15
In December 2023, our Board of Directors authorized a new share repurchase program for up to $650.0 million of our common stock, which was in addition to the ASR program. This share repurchase program expires on December 31, 2025. No repurchases were made under this program in the first half of 2025. In the second quarter of 2024, 5.1 million shares were repurchased under this program at an average share price of $14.05 for an aggregate cost of $71.3 million. In the first six months of 2024, 10.9 million shares were repurchased under this program at an average share price of $14.29 for an aggregate cost of $155.8 million. Of the shares repurchased in 2024, $1.1 million had not yet been paid for as of the end of the second quarter of 2024.
NOTE 10 – Other matters
Litigation
Antitrust matters
In the third quarter of 2018, certain national media outlets reported the existence of a confidential investigation by the United States Department of Justice Antitrust Division (DOJ) into the local television advertising sales practices of station owners. We received a Civil Investigative Demand (CID) in connection with the DOJ’s investigation. On November 13 and December 13, 2018, the DOJ and seven other broadcasters settled a DOJ complaint alleging the exchange of certain competitively sensitive information in the broadcast television industry. In June 2019, we and four other broadcasters entered into a substantially identical agreement with DOJ, which was entered by the court on December 3, 2019. The settlement contains no finding of wrongdoing or liability and carries no penalty. It prohibits us and the other settling entities from sharing certain confidential business information as alleged by the DOJ, or using such information pertaining to other broadcasters, except under limited circumstances. The settlement also requires the settling parties to make certain enhancements to their antitrust compliance programs, to continue to cooperate with the DOJ’s investigation, and to permit DOJ to verify compliance. The costs of compliance have not been material, nor do we expect future compliance costs to be material.
Since the national media reports, numerous putative class action lawsuits were filed against owners of television stations (the Advertising Cases) in different jurisdictions. Plaintiffs are a class consisting of all persons and entities in the United States who paid for all or a portion of advertisement time on local television provided by the defendants. The Advertising Cases assert antitrust and other claims and seek monetary damages, attorneys’ fees, costs and interest, as well as injunctions against the allegedly wrongful conduct.
These cases were consolidated into a single proceeding in the United States District Court for the Northern District of Illinois, captioned In re: Local TV Advertising Antitrust Litigation on October 3, 2018. At the court’s direction, plaintiffs filed an amended complaint on April 3, 2019, that superseded the original complaints. Although we were named as a defendant in sixteen of the original complaints, the amended complaint did not name TEGNA as a defendant. After TEGNA and four other broadcasters entered into the consent decrees with the DOJ in June 2019, the plaintiffs sought leave from the court to further amend the complaint to add TEGNA and the other settling broadcasters to the proceeding. The court granted the plaintiffs’ motion, and the plaintiffs filed the second amended complaint on September 9, 2019. On October 8, 2019, the defendants jointly filed a motion to dismiss the matter. On November 6, 2020, the court denied the motion to dismiss. On March 16, 2022, the plaintiffs filed a third amended complaint, which, among other things, added ShareBuilders, Inc., as a named defendant. ShareBuilders filed a motion to dismiss on April 15, 2022, which was granted by the court without prejudice on August 29, 2022. TEGNA has filed its answer to the third amended complaint denying any violation of law and asserting various affirmative defenses.
On May 26, 2023, plaintiffs moved for preliminary approval of settlements with four co-defendants – CBS Corp (n/k/a Paramount Global), Fox Corp., certain Cox entities (including Cox Media Group, LLC, Cox Enterprises, Inc., CMG Media Corporation and Cox Reps, Inc.) and ShareBuilders, Inc. Although ShareBuilders prevailed on its motion to dismiss the case, as noted above, because the court had dismissed the claims without prejudice, ShareBuilders entered into a zero-dollar settlement with the plaintiffs in order to ensure that the plaintiffs do not re-file the claims in the future. In exchange for a release of plaintiffs’ claims against them, the settling defendants, among other things, collectively agreed to pay $48 million, while expressly denying any liability or wrongdoing. The court approved the settlements in December 2023.
Discovery in the Advertising Cases is ongoing. We believe that the claims asserted in the Advertising Cases are without merit and intend to defend vigorously against them.
Other litigation matters
We, along with a number of our subsidiaries, also are defendants in other judicial and administrative proceedings involving matters incidental to our business. We do not believe that any material liability will be imposed as a result of any of the foregoing matters.
16
Related Party Transactions
We have an equity investment in MadHive, Inc. (MadHive) which is a related party of TEGNA. We also have a commercial agreement with MadHive, under which MadHive provides platform services to our Premion business. We previously had an additional commercial agreement with MadHive under which Premion had access to streaming inventory available in MadHive’s demand site platform. That agreement expired as of December 31, 2024. In the second quarter and first six months of 2025, we incurred expenses of $0.2 million and $0.3 million, respectively, as a result of the commercial agreement with MadHive. In the second quarter and first six months of 2024, we incurred expenses of $23.0 million and $37.3 million, respectively, as a result of the commercial agreements with MadHive. As of June 30, 2025, and December 31, 2024, we had accounts receivable associated with the MadHive commercial agreements of $0.3 million and $0.4 million, respectively.
Note 11 - Subsequent events
Debt repayment
On July 2, 2025, we utilized available cash on hand to repay $250 million of our $550 million unsecured notes that mature in March 2026. We also paid $3.5 million of accrued interest and wrote off $0.5 million of unamortized debt issuance costs related to the early partial payoff of these notes.
One Big Beautiful Bill Act
On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was enacted into law. The Act introduces several provisions that affect corporate income taxes, including the permanent reinstatement of 100% bonus depreciation for qualified property, the immediate expensing of U.S.-based research and development expenditures, and modifications to the limitation on the deductibility of business interest expense.
In accordance with applicable accounting guidance, the tax effects of new legislation are recognized in the period in which the legislation is enacted. As a result, the provisions of the Act are not reflected in our income tax provision for the quarter ended June 30, 2025. However, we have completed a preliminary assessment and determined that the financial statements would not have been materially affected had the Act been in force during the quarter.
The Act also provides for a scheduled phase-out of the ability to transfer certain clean energy tax credits. We have historically, and in the current year, purchased such credits, which have provided favorable effective tax rate and cash tax benefits. We expect these benefits to end beginning in 2028; however, a reasonable quantitative estimate of the impact cannot yet be made.
New accounting guidance not yet adopted
In July 2025, the FASB issued new guidance related to estimating expected credit losses on accounts receivable and contract asset balances. This guidance allows all entities to elect to use a practical expedient whereby they can assume that current conditions as of the balance sheet date do not change for the remaining life of the account receivable or contract asset. The new guidance will be effective for us beginning in 2026 and must be adopted on a prospective basis. Early adoption of the guidance is permitted. We are currently evaluating the impact of this new guidance.
17
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Company Overview
We serve our local communities across the U.S. through trustworthy journalism, engaging content, and tools that help people navigate their daily lives. Through customized marketing solutions, we help businesses grow and thrive. With 64 television stations and two radio stations in 51 U.S. markets, we reach over 100 million people every month across the web, mobile apps, connected television (CTV), and linear television. 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 produce more than 1,700 hours of local news content per week, making us one of the nation’s largest originators of local news, and our stations have been consistently honored with the industry’s top awards, including Edward R. Murrow, George Polk, Alfred I. DuPont and Emmy Awards. Additionally, through our network affiliation and local sports rights agreements, we carry popular sports content, including professional and collegiate sports and the Olympics. We also own leading multicast networks True Crime Network and Quest. Each of our television stations has a robust digital presence across online, mobile, CTV and social platforms, reaching consumers on all devices and platforms they use to consume news content. Our combined local and national sales forces capitalize on the reach of our linear television, digital, CTV, and streaming app platforms (including Premion, our CTV advertising network) offerings to offer our advertising customers an extensive customer base.
We have one operating and reportable segment. The primary sources of our revenues are: 1) distribution revenues, reflecting fees paid by satellite, cable, streaming apps and telecommunications providers to carry our television signals on their platforms. Distribution revenue also includes amounts we earn from licensing content to other outside parties for redistribution; 2) advertising & marketing services 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 streaming apps; 3) political advertising revenues, which are driven by even-year election cycles at the local and national level (e.g. 2024, 2026, etc.) and particularly in the second half of those years; and 4) other services, such as production of programming and tower rentals.
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 that supplements our financial information provided on a GAAP basis.
Our consolidated results of operations on a GAAP basis were as follows (in thousands, except per share amounts):
Change
(5%)
Cost of revenues
(2%)
0%
(3%)
(20%)
(26%)
4%
6%
(35%)
***
(14%)
(17%)
Non-operating (expense) income
(11%)
(4%)
(57%)
(53%)
(83%)
(7%)
Net Income per share - basic
(13%)
(50%)
Net Income per share - diluted
*** Not meaningful
Our revenues and operating results are subject to seasonal fluctuations. Generally, our second and fourth quarter advertising revenues are stronger than those we report for the first and third quarters. 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 due to the cyclical nature of 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 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):
(0%)
(74%)
(80%)
5%
Total revenues decreased $35.3 million in the second quarter of 2025 and $69.5 million in the first six months of 2025 compared to the same periods in 2024. The net decreases were primarily driven by a decline in political revenue ($23.5 million second quarter, $47.7 million first six months) consistent with cyclical even-to-odd year comparisons. AMS revenue was also down ($10.7 million second quarter, $20.4 million first six months), driven primarily by ongoing macroeconomic challenges and, for the six-month period, from the Super Bowl airing on FOX, our smallest affiliate group, versus CBS last year. Partially offsetting these declines was advertising growth from local sports rights. Distribution revenue was down ($1.6 million second quarter, $2.6 million first six months) due to subscriber declines, partially offset by contractual rate increases and the impact of distributor renewals. The net decline for the six-month period was also partially offset by the absence in 2025 of a temporary disruption of service with a distribution partner which was successfully resolved on January 13, 2024.
Cost of revenues decreased $9.1 million in the second quarter of 2025 and increased $1.3 million in the first six months of 2025 compared to the same periods in 2024. The second quarter net decrease was primarily due to a $9.1 million decline in employee compensation costs, driven by core operational cost-cutting initiatives and a $3.6 million decrease in digital ad serving and platform fees. These declines were partially offset by an increase in programming costs of $3.4 million, primarily associated with the costs of sports rights deals. The net increase for the first six months was primarily due to a $17.8 million increase in programming costs, partially offset by $16.3 million decline in employee compensation costs and $1.1 million decrease in digital ad serving and platform fees.
Business unit selling, general and administrative expenses increased $0.1 million in the second quarter of 2025 and decreased $6.7 million in the first six months of 2025 compared to the same periods in 2024. The second quarter net increase was primarily due to a $3.4 million increase in advertising costs and a $1.4 million increase in professional services, partially offset by a $2.8 million decrease in employee compensation primarily due to cost-cutting initiatives and a $1.4 million decline in bad debt expense. The net decrease in the first six months was primarily due to declines of $9.6 million in employee compensation and $1.7 million professional service costs as a result of cost-cutting initiatives and a $1.5 million decline in bad debt expense. These decreases were partially offset by an increase in advertising costs of $5.9 million.
Our corporate costs are separated from our direct business expenses and are recorded as general and administrative expenses in our Consolidated Statements of Income. This category primarily consists of corporate management and support functions including Legal, Human Resources, and Finance.
19
Corporate general and administrative expenses decreased $2.6 million in the second quarter of 2025 and $7.2 million in the first six months of 2025 compared to the same periods in 2024. The second quarter decrease was primarily due to a $1.6 million decline in employee compensation. The decrease for the first six months was primarily due to a $3.1 million decline in employee compensation and the absence of merger and acquisition (M&A) related costs of $2.3 million.
Depreciation expense increased by $0.6 million in the second quarter of 2025 and $1.8 million in the first six months of 2025 compared to the same periods in 2024. The increases were due to the acceleration of depreciation on assets associated with our corporate headquarters lease, for which we exercised an early termination right during the first quarter of 2025.
Intangible asset amortization expense decreased $4.8 million in the second quarter of 2025 and $9.6 million in the six months of 2025 compared to the same periods in 2024. The decreases were due to certain assets reaching the end of their assumed useful lives and therefore becoming fully amortized.
We incurred no asset impairment and other expenses in the second quarters of 2025 or 2024 or the first six months of 2025 but we did incur a charge of $1.1 million in the first six months of 2024 related to a contract termination fee.
Operating income decreased $19.4 million in the second quarter of 2025 and $48.0 million in the first six months of 2025 compared to the same periods in 2024.These decreases were primarily driven by declines in political and AMS revenues, partially offset by a decline in operating expenses. Adjusted operating income, a non-GAAP measure, decreased $20.6 million in the second quarter of 2025 and $54.9 million in the first six months of 2025, also primarily due to declines in political and AMS revenue, offset by declines in operating expenses. For information on the nature and magnitude of items excluded from non-GAAP results, and a reconciliation to the most directly comparable GAAP measure, see the “Results from Operations- Non-GAAP Information” section.
Non-operating expense decreased $4.4 million in the second quarter of 2025 compared to the same period in 2024. The decrease in expense was primarily due to a $2.3 million increase in interest income and the absence in 2025 of a $1.0 million contribution made to the TEGNA Foundation in 2024.
In the first six months of 2025, non-operating expense increased $144.1 million compared to the same period in 2024. The increase was primarily due to the absence in 2025 of a $152.9 million gain recognized on the sale of our investment in Broadcast Music, Inc. in the first quarter of 2024 partially offset by a $4.8 million increase in interest income.
Income tax expense decreased $0.9 million in the second quarter of 2025 compared to the same period in 2024. The decrease was primarily due to a decrease in net income before tax partially offset by an increase in our effective income tax rate. Income tax expense decreased $47.0 million in the first six months of 2025 compared to the same period in 2024. The decrease was primarily due to a decrease in income before taxes, driven largely by a gain recognized on the sale of our investment in BMI in the first quarter of 2024, which did not reoccur in 2025. Our effective income tax rate was 23.0% for the second quarter of 2025, compared to 20.5% for the second quarter of 2024. The tax rate for the second quarter is higher than the comparable rate in 2024 primarily due to the 2024 tax rate being favorably impacted by discrete tax benefits resulting from a favorable settlement of an IRS audit and from our implementation of certain state tax planning strategies. Our effective income tax rate was 21.9% for the first six months of 2025, compared to 23.3% for the same period in 2024. The tax rate for the first six months of 2025 is lower than the comparable rate in 2024 primarily due to larger tax rate benefits from the purchase of federal clean energy tax credits and our implementation of certain state tax planning strategies, as well as a net excess tax benefit recognized with respect to stock-based compensation. The effective income tax rate for 2024 was also unfavorably impacted by a net excess tax expense from stock-based compensation.
Net income attributable to TEGNA Inc. was $67.9 million, or $0.42 per diluted share, in the second quarter of 2025 compared to $82.1 million, or $0.48 per diluted share, during the same period in 2024. On a non-GAAP basis, net income attributable to TEGNA Inc. was $70.9 million, or $0.44 per diluted share, in the second quarter of 2025 compared to $86.2 million, or $0.50 per diluted share, during the same period in 2024. For the first six months of 2025, net income attributable to TEGNA Inc. was $126.6 million, or $0.77 per diluted share, compared to $271.7 million, or $1.55 per diluted share, during the same period of 2024. On a non-GAAP basis, net income attributable to TEGNA Inc. was $131.8 million, or $0.81 per diluted share, in the first six months of 2025 compared to $166.3 million, or $0.95 per diluted share, during the same period in 2024. Both income and earnings per share, on a GAAP and non-GAAP basis, were affected by the factors discussed above. For information on the nature and magnitude of items excluded from non-GAAP results, and a reconciliation to the most directly comparable GAAP measure, see the “Results from Operations- Non-GAAP Information” section.
The weighted average number of diluted common shares outstanding during the second quarter of 2025 and 2024 were 162.7 million and 169.9 million, respectively. The weighted average number of diluted shares outstanding in the first six months of 2025 and 2024 was 162.3 million and 174.2 million, respectively. The second quarter of 2025 decline in the number of diluted common shares outstanding was primarily due to 12.8 million share repurchases since the second quarter of 2024 under our authorized repurchase program. The first six months of 2025 decline in the number of diluted common shares outstanding was primarily due to share delivery of 4.0 million received in the first quarter of 2024 under our ASR program, which began in the fourth quarter of 2023 and 18.6 million share repurchases since the beginning of 2024.
21
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.
Our management and our Board of Directors (the Board) regularly use Employee compensation, Corporate – General and administrative expenses, Operating expenses, Operating income, Income before income taxes, Provision for income taxes, Net income attributable to TEGNA Inc., and Diluted earnings per share, each presented on a non-GAAP basis, for purposes of evaluating Company performance. Management and the Board also use Adjusted EBITDA to evaluate our performance. The Leadership Development and Compensation Committee of our Board uses non-GAAP measures such as Adjusted EBITDA, non-GAAP net income, non-GAAP EPS to evaluate and compensate senior management. We, therefore, 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, 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 should not be disregarded in evaluating 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, charges, 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 also discuss Adjusted EBITDA (with and without stock-based compensation expense), a non-GAAP financial performance measure that we believe offers a useful view of the overall operation of our business. We define Adjusted EBITDA as net income attributable to TEGNA before (1) net loss attributable to redeemable noncontrolling interest, (2) income taxes, (3) interest expense, (4) interest income, (5) other non-operating items, net, (6) earnout adjustments, (7) employee retention costs, (8) M&A-related costs, (9) asset impairment and other, (10) workforce restructuring costs, (11) depreciation and (12) amortization of intangible assets. 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.
Discussion of Special Charges and Credits Affecting Reported Results
Our results included the following items we consider “special items” that, while at times recurring, are not normal and can vary significantly from period to period:
Quarter and six months ended June 30, 2025:
Quarter and six months ended June 30, 2024:
22
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 are presented below (in thousands, except per share amounts):
Special Items
Quarter ended June 30, 2025
GAAPmeasure
Retention costs - SBC
Retention costs - Cash
Workforce restructuring
Non-GAAPmeasure
Employee compensation
170,410
(808
(337
(2,775
(226
(138
(134
9,611
Operating expenses
548,711
808
337
2,775
126,334
92,086
63
701
21,179
657
274
2,074
70,927
Earnings per share - diluted (a)
0.01
0.44
(a) Per share amounts do not sum due to rounding.
Quarter ended June 30, 2024
183,967
(2,198
(1,003
(1,830
(571
(654
(492
10,968
563,472
2,198
1,003
1,830
146,891
108,267
362
171
445
22,185
1,836
832
1,385
86,197
Earnings per share - diluted
0.50
Six months ended June 30, 2025
Earnout adjustment
343,590
(1,634
(707
(457
(309
19,365
(1,697
1,116,844
1,697
1,634
707
238,250
168,447
435
300
132
36,993
1,262
1,334
575
131,838
0.81
Six months ended June 30, 2024
M&A-related costs
BMI sale gain
372,528
(5,091
(1,573
(3,637
(2,290
(1,323
(875
(603
22,392
(1,097
1,131,507
2,290
5,091
1,573
3,637
293,108
(152,867
214,580
593
793
248
890
284
(36,621
48,655
4,298
1,325
2,747
813
(116,246
166,338
0.03
0.02
(0.67
0.95
23
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):
Net income attributable to TEGNA Inc. (GAAP basis)
(17
%)
(53
Less: Net loss attributable to redeemable noncontrolling interest
(83
(7
Plus: Provision for income taxes
(4
(57
Plus: Interest expense
41,789
41,748
0
%
83,600
84,116
(1
Less: Interest income
(8,168
(5,873
39
(16,241
(11,446
42
Plus (Less): Other non-operating items, net
627
2,749
(77
2,444
(147,009
Operating income (GAAP basis)
(14
Plus: Octillion earnout adjustment
Plus: Retention costs - employee awards stock-based compensation
(63
(68
Plus: Retention costs - cash
(66
(55
Plus: M&A-related costs
Plus: Asset impairment and other
Plus: Workforce restructuring
52
(24
Adjusted operating income (non-GAAP basis)
(19
Plus: Depreciation
Plus: Amortization of intangible assets
(35
(18
Stock-based compensation expenses:
Employee awards
5,172
6,740
(23
11,441
14,980
3,980
(15
Adjusted EBITDA before stock-based compensation costs
160,114
187,254
307,300
375,110
In the second quarter of 2025 Adjusted EBITDA margin was 22% with stock-based compensation expense or 24% without those expenses. For the six months ended June 30, 2025, Adjusted EBITDA margin was 21% with stock-based compensation expense or 23% without those expenses. Our total Adjusted EBITDA decreased $24.8 million, or 14%, in the second quarter of 2025 and $62.7 million, or 18% in the first six months of 2025, compared to 2024. These decreases were primarily driven by the operational factors discussed above within the revenue and operating expense fluctuation explanation sections, most notably, the decreases in political revenue and AMS revenue and the decrease in operating expenses.
Liquidity, Capital Resources and Cash Flows
Our operations generate positive cash flow that, along with availability under our revolving credit facility and cash and cash equivalents on hand, have been sufficient to fund our capital expenditures, interest payments, dividends, share repurchases, debt repayments, investments in strategic initiatives and other operating requirements.
In December 2023, our Board of Directors authorized a share repurchase program for up to $650.0 million of our common stock. As of June 30, 2025, $375.2 million of common shares may still be repurchased under this program. This share repurchase program expires on December 31, 2025.
Our comprehensive capital allocation framework supports shareholder value creation through a predictable and sustained distribution of free cash flow to shareholders. We continue to expect to return 40-60 percent of our Adjusted free cash flow generated over 2024-2025 to shareholders. Remaining Adjusted free cash flow is expected to be used for organic investments and/or acquisitions and to prepare for future debt retirement. We will continue to analyze all uses of capital, including regular evaluation of the dividend, with a goal of maximizing long-term shareholder value creation.
Our capital allocation plan is subject to a variety of factors, including our strategic plans, market and economic conditions and the discretion of our Board of Directors.
During the first six months of 2025, we returned $40.2 million of capital to shareholders in the form of dividends. During the first half of 2024, we returned $195.6 million of capital to shareholders with $154.7 million of share repurchases, representing 10.8 million shares, and paid $40.9 million in dividends.
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During 2025, we have deployed surplus cash in time deposit and money market investments with several financial institutions.
As of June 30, 2025, we were in compliance with all covenants contained in our debt agreements and credit facility. Our leverage ratio, calculated in accordance with our revolving Credit Agreement, was 2.97x, below the maximum permitted leverage ratio of 4.50x. The leverage ratio is calculated using annualized adjusted EBITDA (as defined in the Credit Agreement) for the trailing eight quarters. We expect to remain compliant with all covenants for the foreseeable future. As of June 30, 2025, our total debt was $3.1 billion, cash and cash equivalents totaled $756.5 million, and we had unused borrowing capacity of $738.2 million under our revolving credit facility after reducing for outstanding letters of credit. Our debt consists of unsecured notes, which have fixed interest rates. Our nearest debt maturity is a $550 million debt maturing in March 2026. We redeemed $250 million of this debt on July 2, 2025 using available cash on hand.
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 Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q and Item 1.A “Risk Factors,” in our 2024 Annual Report on Form 10-K for further discussion. We expect our existing cash and cash equivalents, expected future 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):
Cash and cash equivalents at beginning of the period
Operating activities:
Depreciation, amortization and other non-cash adjustments
70,684
87,092
All other operating activities
(1,192
2,762
Investing activities:
All other investing activities
(1,963
(9,725
Financing activities:
Payments for debt issuance cost
Net change in cash and cash equivalents
Cash and cash equivalents at end of the period
Operating activities - Cash flow from operating activities was $159.5 million for the six months ended June 30, 2025, compared to $225.2 million for the same period in 2024, representing a decrease of $65.7 million. The decline was primarily attributable to a $48.0 million decline in operating income and a $42.1 million increase in income tax payments, driven primarily by the purchase of clean energy tax credits. These impacts were partially offset by a $33.9 million favorable change in accounts payable due to the timing of payments.
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Investing activities - Net cash used in investing activities amounted to $14.3 million for the six months ended June 30, 2025, compared to net cash provided by investing activities of $71.6 million for the same period in 2024. The year-over-year decrease of $85.9 million in net cash from investing activities was primarily attributable to $152.9 million in proceeds received from the sale of our investment in BMI during the first quarter of 2024. This was partially offset by cash outflows of $52.8 million related to the acquisition of Octillion Media in 2024.
Financing activities - Net cash used in financing activities totaled $81.9 million for the six months ended June 30, 2025, compared to $212.1 million for the same period in 2024. The year-over-year decrease in cash outflows was primarily attributable to our repurchase of $154.7 million of common stock on the open market under our authorized share repurchase program in the first half of 2024. No such repurchase activity occurred during the first six months of 2025. Additionally, in 2025 we paid $20.8 million as a result of Premion redeeming Gray Television’s ownership interest in Premion.
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 U.S. Private Securities Litigation Reform Act of 1995 and 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. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “could,” “might,” “expect,” “positioned,” “strategy,” “future,” “potential,” “forecast,” “outlook,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These include, but are not limited to, statements regarding TEGNA’s future financial and operating results (including growth and earnings), capital allocation framework, plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements are necessarily estimates reflecting the best judgment and current views, projections, estimates, expectations, plans, assumptions and beliefs about future events (in each case subject to change) of TEGNA’s senior management and involve a number of risks, uncertainties and other factors, many of which may be beyond our control that could cause actual results to differ materially from those views, projections, estimates, expectations, plans, assumptions and beliefs expressed or implied in such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, risks and uncertainties related to:
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The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All subsequent written and oral forward-looking statements concerning the matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are qualified by these cautionary statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
For quantitative and qualitative disclosures about market risk, refer to the following section of our 2024 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, 2024.
As of June 30, 2025, we did not have any floating interest obligations outstanding and had unused borrowing capacity of $738.2 million under our $750 million revolving credit facility, which expires in January 2029. Any amounts borrowed under the revolving credit facility in the future are subject to a variable rate. Refer to Note 8 to the condensed consolidated financial statements for information regarding the fair value of our long-term debt.
Item 4. Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2025. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective, as of June 30, 2025, to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
There have been no material changes in our internal controls or in other factors during the fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Item 1. Legal Proceedings
See Note 10 to the condensed consolidated financial statements for information regarding our legal proceedings.
Item 1A. Risk Factors
While we attempt to identify, manage and mitigate risks and uncertainties associated with our business, some level of risk and uncertainty will always be present. “Item 1A. Risk Factors” of our 2024 Annual Report on Form 10-K describes the risks and uncertainties that we believe may have the potential to materially affect our business, results of operations, financial condition, cash flows, projected results and future prospects. We do not believe that there have been any material changes from the risk factors previously disclosed in our 2024 Annual Report on Form 10-K, except that we have identified the following additional riskfactor:
The imposition of tariffs may negatively impact the demand for advertising
Recently, the U.S. government has imposed tariffs on certain foreign goods and has raised the possibility of imposing significant, additional tariff increases or expanding the tariffs to include other countries and types of foreign goods. In response to these tariffs, other countries have implemented retaliatory tariffs on U.S. goods. Any such current and future tariff increases, expanding the scope of tariffs to capture other countries and types of foreign goods, other changes in U.S. trade policy or the imposition of retaliatory tariffs may adversely affect the businesses of our current and prospective customers, which could result in reduced advertising spend. Furthermore, political tensions as a result of trade policies could reduce trade volume, investment, technological exchange, and other economic activities between major international economies, which could also reduce advertising spend.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In December 2023, our Board of Directors authorized the renewal of our share repurchase program for up to $650 million of our common stock over two years. The shares may be repurchased at management’s discretion, either on the open market or in privately negotiated block transactions. Management’s decision to repurchase shares will depend on price, blackout periods and other corporate developments. Purchases may occur from time to time and no maximum purchase price has been set. We did not repurchase any shares under the repurchase program during the six months ended June 30, 2025. As of June 30, 2025, $375.2 million of common shares may still be repurchased under this program. This share repurchase program expires on December 31, 2025.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
Exhibit Number
Description
3-1
Fifth Restated Certificate of Incorporation of TEGNA Inc. (incorporated by reference to Exhibit 3-1 to TEGNA Inc.’s Form 8-K filed on April 25, 2024).
3-2
By-laws, as amended through April 24, 2024 (incorporated by reference to Exhibit 3-2 to TEGNA Inc.’s Form 8-K/A filed on October 21, 2024).
31-1
Rule 13a-14(a) Certification of CEO.
31-2
Rule 13a-14(a) Certification of CFO.
32-1
Section 1350 Certification of CEO.
32-2
Section 1350 Certification of CFO.
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 7, 2025
/s/ Clifton A. McClelland III
Clifton A. McClelland III
Senior Vice President and Controller
(on behalf of Registrant and as Principal Accounting Officer)