TEGNA(TGNA) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents TEGNA Inc.'s unaudited condensed consolidated financial statements for the quarter and six months ended June 30, 2025, along with detailed notes on accounting policies, assets, liabilities, and other financial matters Item 1. Financial Statements This section presents TEGNA Inc.'s unaudited condensed consolidated financial statements for the quarter and six months ended June 30, 2025, including balance sheets, income statements, comprehensive income statements, cash flow statements, and statements of equity, along with detailed notes on accounting policies, assets, liabilities, and other financial matters Condensed Consolidated Balance Sheets This section provides a snapshot of TEGNA's financial position, detailing assets, liabilities, and equity at specific points in time Condensed Consolidated Balance Sheets (in thousands of dollars): | Metric | June 30, 2025 | Dec. 31, 2024 | | :-------------------------------- | :------------ | :------------ | | ASSETS | | | | Total current assets | $1,391,357 | $1,360,412 | | Net property and equipment | $425,003 | $444,319 | | Total intangible and other assets | $5,490,351 | $5,521,788 | | Total assets | $7,306,711 | $7,326,519 | | LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY | | | | Total current liabilities | $944,575 | $466,280 | | Total noncurrent liabilities | $3,268,813 | $3,835,208 | | Total liabilities | $4,213,388 | $4,301,488 | | Redeemable noncontrolling interest | $— | $20,317 | | Total equity | $3,093,323 | $3,004,714 | | Total liabilities, redeemable noncontrolling interest and equity | $7,306,711 | $7,326,519 | - Total assets decreased slightly from $7,326.5 million at December 31, 2024, to $7,306.7 million at June 30, 2025. Total liabilities decreased from $4,301.5 million to $4,213.4 million, while total equity increased from $3,004.7 million to $3,093.3 million[7][9] Consolidated Statements of Income This section details TEGNA's financial performance over specific periods, including revenues, expenses, and net income Consolidated Statements of Income (in thousands of dollars, except per share amounts): | Metric | Quarter ended June 30, 2025 | Quarter ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :----------------------------------- | :-------------------------- | :-------------------------- | :----------------------------- | :----------------------------- | | Revenues | $675,045 | $710,363 | $1,355,094 | $1,424,615 | | Operating income | $122,414 | $141,860 | $231,437 | $279,420 | | Income before income taxes | $88,166 | $103,236 | $161,634 | $353,759 | | Net income attributable to TEGNA Inc. | $67,922 | $82,144 | $126,593 | $271,704 | | Basic EPS | $0.42 | $0.48 | $0.78 | $1.56 | | Diluted EPS | $0.42 | $0.48 | $0.77 | $1.55 | - Revenues decreased by 5% for both the quarter and six months ended June 30, 2025, compared to the same periods in 2024. Net income attributable to TEGNA Inc. decreased by 17% for the quarter and 53% for the six months, primarily due to lower revenues and the absence of a significant gain on investment sales recognized in 2024[11] Consolidated Statements of Comprehensive Income This section presents TEGNA's comprehensive income, reflecting net income and other comprehensive income items not included in net income Consolidated Statements of Comprehensive Income (in thousands of dollars): | Metric | Quarter ended June 30, 2025 | Quarter ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------------------------ | :-------------------------- | :-------------------------- | :----------------------------- | :----------------------------- | | Net Income | $67,902 | $82,029 | $126,209 | $271,291 | | Other comprehensive income, net of tax | $1,089 | $1,110 | $2,112 | $2,221 | | Comprehensive income attributable to TEGNA Inc. | $69,011 | $83,254 | $128,705 | $273,925 | - Comprehensive income attributable to TEGNA Inc. decreased by 17% for the quarter and 53% for the six months ended June 30, 2025, reflecting the trends in net income[14] Condensed Consolidated Statements of Cash Flows This section outlines TEGNA's cash inflows and outflows from operating, investing, and financing activities over specific periods Condensed Consolidated Statements of Cash Flows (in thousands of dollars): | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash flow from operating activities | $159,491 | $225,159 | | Net cash flow (used for) provided by investing activities | $(14,272) | $71,630 | | 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 end of period | $756,540 | $445,729 | - Net cash flow from operating activities decreased by $65.7 million, primarily due to lower operating income and increased income tax payments[16] - Investing activities shifted from providing $71.6 million in 2024 to using $14.3 million in 2025, mainly due to the absence of a large gain on investment sales from 2024[16][106] - Cash used in financing activities significantly decreased due to no common stock repurchases in 2025, partially offset by the repurchase of noncontrolling interest in Premion[16][105][107] Consolidated Statements of Equity and Redeemable Noncontrolling Interest This section details changes in TEGNA's equity and redeemable noncontrolling interest over time, reflecting net income, share repurchases, and other equity transactions Consolidated Statements of Equity and Redeemable Noncontrolling Interest (in thousands of dollars): | Metric | Balance as of Dec. 31, 2024 | Balance as of June 30, 2025 | | :------------------------------------ | :-------------------------- | :-------------------------- | | Redeemable noncontrolling interest | $20,317 | $— | | Common stock | $324,419 | $324,419 | | Additional paid-in capital | $27,941 | $27,941 | | Retained earnings | $8,549,717 | $8,574,627 | | Accumulated other comprehensive loss | $(106,644) | $(104,532) | | Treasury stock | $(5,790,719) | $(5,729,132) | | Total Equity | $3,004,714 | $3,093,323 | - Total equity increased from $3,004.7 million at December 31, 2024, to $3,093.3 million at June 30, 2025. This increase was primarily driven by net income and a decrease in treasury stock, while redeemable noncontrolling interest was fully repurchased[19][20] Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and additional information supporting the condensed consolidated financial statements NOTE 1 – Basis of presentation and accounting policies This note outlines TEGNA's operational structure, key accounting policies, and primary revenue sources - TEGNA operates one reportable segment, primarily consisting of 64 television stations and two radio stations in 51 markets. The Chief Executive Officer (CEO) is the chief operating decision maker (CODM), assessing performance using Net income and Adjusted EBITDA[23] - The company adopted new FASB guidance on segment reporting in Q1 2025, requiring quarterly disclosure of significant segment expense items provided to the CODM[26] - Revenue sources include distribution revenue (fees from providers to carry signals), advertising & marketing services (AMS) revenues (local/national non-political TV, digital marketing including Premion), political advertising revenues (cyclical, even-year driven), and other services (programming production, tower rentals)[33] Revenue by Source (in thousands): | Revenue Category | Quarter ended June 30, 2025 | Quarter ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :-------------------------- | :-------------------------- | :-------------------------- | :----------------------------- | :----------------------------- | | 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 | | Other | $9,420 | $8,987 | $19,900 | $18,799 | | Total revenues | $675,045 | $710,363 | $1,355,094 | $1,424,615 | NOTE 2 – Goodwill and other intangible assets This note provides details on TEGNA's goodwill and other intangible assets, including their composition and changes over time Goodwill and Intangible Assets (in thousands): | Asset Type | June 30, 2025 | Dec. 31, 2024 | | :------------------------------------------ | :------------ | :------------ | | Goodwill | $3,015,944 | $3,015,944 | | Indefinite-lived intangibles (FCC licenses) | $2,124,106 | $2,124,731 | | Amortizable intangible assets (net) | $133,258 | $141,623 | | Total indefinite-lived and amortizable intangible assets | $2,291,462 | $2,309,772 | - Goodwill remained unchanged. Indefinite-lived intangible assets (FCC broadcast licenses) slightly decreased. Amortizable intangible assets, primarily network affiliation agreements and acquired technology, are amortized on a straight-line basis[35] - A final earnout payment of $6.4 million and $1.7 million in purchase price holdbacks were paid in Q2 2025 related to the Octillion Media acquisition, with no remaining earnouts or holdbacks[36] NOTE 3 – Investments and other assets This note details TEGNA's various investments and other non-current assets Investments and Other Assets (in thousands): | Asset Type | June 30, 2025 | Dec. 31, 2024 | | :-------------------------- | :------------ | :------------ | | 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 | | Total | $130,373 | $132,537 | - Total investments and other assets slightly decreased from $132.5 million to $130.4 million. Cash value life insurance increased, while deferred financing costs and prepaid assets decreased[37] NOTE 4 – Long-term debt This note provides information on TEGNA's long-term debt obligations, including principal amounts, issuance costs, and current portion Long-term Debt (in thousands): | Debt Type | June 30, 2025 | Dec. 31, 2024 | | :---------------------------------------------------- | :------------ | :------------ | | Total outstanding principal | $3,090,000 | $3,090,000 | | Debt issuance costs | $(14,750) | $(17,285) | | Unamortized discounts | $3,062 | $3,736 | | Total debt, net | $3,078,312 | $3,076,451 | | Less current portion, net | $(548,848) | $— | | Total long-term debt, net | $2,529,464 | $3,076,451 | - Total outstanding principal remained at $3.09 billion. A current portion of long-term debt of $548.8 million was recognized as of June 30, 2025, reflecting the upcoming maturity of unsecured notes due March 2026[42] - As of June 30, 2025, the company had $756.5 million in cash and cash equivalents and $738.2 million in unused borrowing capacity under its $750 million revolving credit facility. The leverage ratio was 2.97x, well below the maximum permitted 4.50x[42][103] NOTE 5 – Retirement plans This note outlines TEGNA's pension obligations and related costs, including contributions and benefit payments - Total net pension obligations as of June 30, 2025, were $70.5 million, with $9.7 million recorded as a current obligation[43] Pension Costs (Income) (in thousands): | Metric | Quarter ended June 30, 2025 | Quarter ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------------ | :-------------------------- | :-------------------------- | :----------------------------- | :----------------------------- | | 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) | $20 | $(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 | - No cash contributions were made to the TEGNA Retirement Plan (TRP) in the first six months of 2025, and none are expected for the remainder of 2025. Benefit payments to SERP participants were $1.8 million in the first six months of 2025[45] NOTE 6 – Accumulated other comprehensive loss This note details the components of TEGNA's accumulated other comprehensive loss and changes during the period Accumulated Other Comprehensive Loss (AOCL) (in thousands): | Component | Balance as of Dec. 31, 2024 | Balance as of June 30, 2025 | | :-------------------------- | :-------------------------- | :-------------------------- | | Retirement Plans | $(107,176) | $(105,064) | | Foreign Currency | $532 | $532 | | Total AOCL | $(106,644) | $(104,532) | - AOCL decreased from $(106.6) million at December 31, 2024, to $(104.5) million at June 30, 2025, primarily due to reclassifications from retirement plans[46] NOTE 7 – Earnings per share This note provides a breakdown of TEGNA's basic and diluted earnings per share calculations Earnings Per Share (in thousands, except per share amounts): | Metric | Quarter ended June 30, 2025 | Quarter ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :----------------------------- | :----------------------------- | | Earnings available to common shareholders | $67,765 | $81,648 | $125,681 | $270,548 | | Weighted average common shares outstanding - basic | 161,472 | 169,512 | 161,162 | 173,668 | | Weighted average common shares outstanding - diluted | 162,667 | 169,880 | 162,294 | 174,158 | | Net income per share - basic | $0.42 | $0.48 | $0.78 | $1.56 | | Net income per share - diluted | $0.42 | $0.48 | $0.77 | $1.55 | - Diluted EPS decreased from $0.48 to $0.42 for the quarter and from $1.55 to $0.77 for the six months ended June 30, 2025, compared to 2024. The weighted average number of diluted common shares outstanding decreased due to share repurchases[47][85] NOTE 8 – Fair value measurement This note describes how TEGNA measures the fair value of its financial instruments, particularly total debt - The fair value of total debt, based on Level 2 inputs (bid and ask quotes), was $3.03 billion on June 30, 2025, compared to $2.98 billion on December 31, 2024[49] NOTE 9 – Share repurchase program This note provides details on TEGNA's share repurchase activities and the remaining authorization under its program - No share repurchases were made under the $650.0 million authorized program in the first half of 2025. As of June 30, 2025, $375.2 million remained available for repurchase under this program, which expires on December 31, 2025[52][98] - In the first six months of 2024, 10.9 million shares were repurchased for an aggregate cost of $155.8 million under the program[52] NOTE 10 – Other matters This note addresses various other significant matters, including legal proceedings and related-party transactions - TEGNA is a defendant in ongoing antitrust class action lawsuits (Advertising Cases) consolidated in the U.S. District Court for the Northern District of Illinois. The company denies wrongdoing and intends to vigorously defend against the claims[54][55][57] - Four co-defendants (CBS Corp, Fox Corp, certain Cox entities, and ShareBuilders, Inc.) settled with plaintiffs for a collective $48 million in December 2023, without admitting liability[56] - Expenses incurred from commercial agreements with MadHive, a related party, decreased significantly from $37.3 million in the first six months of 2024 to $0.3 million in the first six months of 2025, following the expiration of one agreement[59] Note 11 - Subsequent events This note discloses significant events that occurred after the balance sheet date but before the financial statements were issued - On July 2, 2025, TEGNA repaid $250 million of its $550 million unsecured notes due March 2026 using available cash[60] - The 'One Big Beautiful Bill Act,' enacted July 4, 2025, permanently reinstates 100% bonus depreciation and allows immediate expensing of U.S.-based R&D. While not reflected in Q2 2025 financials, a preliminary assessment indicates no material impact for the quarter[61][62] - The Act also phases out the ability to transfer clean energy tax credits, which TEGNA has historically purchased, with benefits expected to end by 2028[63] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides a detailed analysis of TEGNA's financial condition and results of operations for the quarter and six months ended June 30, 2025, compared to the prior year, covering revenue drivers, expense fluctuations, operating income, non-operating items, income taxes, and liquidity, including a reconciliation of non-GAAP measures Company Overview This section provides a high-level overview of TEGNA's business, including its operations, market reach, and primary revenue streams - TEGNA operates 64 television stations and two radio stations in 51 U.S. markets, reaching over 100 million people monthly across various platforms. It is the largest owner of top four network affiliates in the top 25 markets, covering approximately 39% of U.S. television households[65] - The company produces over 1,700 hours of local news content weekly and owns multicast networks True Crime Network and Quest. Revenue is primarily derived from distribution, advertising & marketing services (including Premion), political advertising, and other services[65][66] Consolidated Results from Operations This section summarizes TEGNA's key financial performance metrics, including revenues, operating income, net income, and diluted EPS, for the current and prior periods Consolidated Results of Operations (in thousands, except per share amounts): | Metric | Quarter ended June 30, 2025 | Quarter ended June 30, 2024 | Change (YoY) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (YoY) | | :------------------------------------------ | :-------------------------- | :-------------------------- | :----------- | :----------------------------- | :----------------------------- | :----------- | | Revenues | $675,045 | $710,363 | (5%) | $1,355,094 | $1,424,615 | (5%) | | Total Operating expenses | $552,631 | $568,503 | (3%) | $1,123,657 | $1,145,195 | (2%) | | Operating income | $122,414 | $141,860 | (14%) | $231,437 | $279,420 | (17%) | | Net income attributable to TEGNA Inc. | $67,922 | $82,144 | (17%) | $126,593 | $271,704 | (53%) | | Diluted EPS | $0.42 | $0.48 | (13%) | $0.77 | $1.55 | (50%) | - Total revenues decreased by 5% for both the quarter and six months ended June 30, 2025, compared to 2024. Operating income decreased by 14% for the quarter and 17% for the six months. Net income attributable to TEGNA Inc. saw a significant decline of 17% for the quarter and 53% for the six months, largely influenced by the absence of a large gain on investment sales in 2024[68] Revenues This section analyzes the changes in TEGNA's total revenues and their contributing factors across different revenue streams - Total revenues decreased by $35.3 million (5%) in Q2 2025 and $69.5 million (5%) in the first six months of 2025 compared to 2024[72] - The decline was primarily driven by a $23.5 million (74%) decrease in political revenue in Q2 and a $47.7 million (80%) decrease for the six months, consistent with the cyclical even-to-odd year comparison[72] - Advertising & Marketing Services (AMS) revenue decreased by $10.7 million (4%) in Q2 and $20.4 million (3%) for the six months, attributed to macroeconomic challenges and the Super Bowl airing on FOX (smallest affiliate group) in 2025 versus CBS in 2024. This was partially offset by local sports rights advertising growth[72] - Distribution revenue slightly decreased by $1.6 million (0%) in Q2 and $2.6 million (0%) for the six months, due to subscriber declines, partially offset by contractual rate increases and distributor renewals[72] Cost of revenues This section examines the fluctuations in TEGNA's cost of revenues and the underlying drivers for these changes - Cost of revenues decreased by $9.1 million (2%) in Q2 2025 but increased by $1.3 million (0%) in the first six months of 2025 compared to 2024[73] - Q2 decrease was due to a $9.1 million decline in employee compensation (cost-cutting) and a $3.6 million decrease in digital ad serving fees, partially offset by a $3.4 million increase in sports rights programming costs[73] - Six-month increase was primarily due to a $17.8 million increase in programming costs, partially offset by a $16.3 million decline in employee compensation[73] Business units - Selling, general and administrative expenses This section analyzes the changes in selling, general, and administrative expenses at the business unit level - Business unit SG&A expenses slightly increased by $0.1 million (0%) in Q2 2025 but decreased by $6.7 million (3%) in the first six months of 2025 compared to 2024[74] - Q2 increase was due to a $3.4 million increase in advertising costs and a $1.4 million increase in professional services, offset by a $2.8 million decrease in employee compensation and a $1.4 million decline in bad debt expense[74] - Six-month decrease was primarily due to declines of $9.6 million in employee compensation and $1.7 million in professional service costs (cost-cutting), and a $1.5 million decline in bad debt expense, partially offset by a $5.9 million increase in advertising costs[74] Corporate - General and administrative expenses This section examines the changes in corporate-level general and administrative expenses - Corporate G&A expenses decreased by $2.6 million (20%) in Q2 2025 and $7.2 million (26%) in the first six months of 2025 compared to 2024[76] - The Q2 decrease was mainly due to a $1.6 million decline in employee compensation. The six-month decrease was due to a $3.1 million decline in employee compensation and the absence of $2.3 million in M&A-related costs[76] Depreciation This section discusses the changes in depreciation expense and the factors contributing to these changes - Depreciation expense increased by $0.6 million (4%) in Q2 2025 and $1.8 million (6%) in the first six months of 2025 compared to 2024[77] - The increases were due to accelerated depreciation on assets associated with the corporate headquarters lease, following an early termination right exercise in Q1 2025[77] Amortization of intangible assets This section analyzes the changes in amortization expense for intangible assets - Intangible asset amortization expense decreased by $4.8 million (35%) in Q2 2025 and $9.6 million (35%) in the first six months of 2025 compared to 2024[78] - The decreases were due to certain assets reaching the end of their assumed useful lives and becoming fully amortized[78] Asset impairment and other This section reports on any asset impairment charges or other related expenses incurred during the periods - No asset impairment and other expenses were incurred in Q2 2025 or Q2 2024, or the first six months of 2025. A charge of $1.1 million was incurred in the first six months of 2024 related to a contract termination fee[79] Operating income This section discusses the changes in TEGNA's operating income and the primary factors influencing these changes - Operating income decreased by $19.4 million (14%) in Q2 2025 and $48.0 million (17%) in the first six months of 2025 compared to 2024[80] - These decreases were primarily driven by declines in political and AMS revenues, partially offset by a decline in operating expenses[80] Non-operating (expense) income This section analyzes the changes in TEGNA's non-operating income and expenses, including interest income and other non-core items - Non-operating expense decreased by $4.4 million (11%) in Q2 2025, primarily due to a $2.3 million increase in interest income and the absence of a $1.0 million contribution to the TEGNA Foundation made in 2024[81] - For the first six months of 2025, non-operating expense increased by $144.1 million, primarily due to the absence of a $152.9 million gain recognized on the sale of an investment in Broadcast Music, Inc. (BMI) in Q1 2024, partially offset by a $4.8 million increase in interest income[82] Provision for income taxes This section discusses the changes in TEGNA's income tax expense and effective tax rates - Income tax expense decreased by $0.9 million (4%) in Q2 2025 and $47.0 million (57%) in the first six months of 2025 compared to 2024[83] - The Q2 decrease was due to lower pre-tax income, partially offset by an increased effective tax rate (23.0% in 2025 vs. 20.5% in 2024). The six-month decrease was due to lower pre-tax income, mainly from the absence of the BMI sale gain, with a lower effective tax rate (21.9% in 2025 vs. 23.3% in 2024) due to clean energy tax credits and state tax planning[83] Net income attributable to TEGNA Inc. This section summarizes TEGNA's net income and diluted earnings per share attributable to common shareholders - Net income attributable to TEGNA Inc. was $67.9 million ($0.42 diluted EPS) in Q2 2025, down from $82.1 million ($0.48 diluted EPS) in Q2 2024[84] - For the first six months of 2025, net income was $126.6 million ($0.77 diluted EPS), down from $271.7 million ($1.55 diluted EPS) in 2024[84] - The weighted average number of diluted common shares outstanding decreased to 162.7 million in Q2 2025 (from 169.9 million in Q2 2024) and to 162.3 million for the six months (from 174.2 million in 2024), primarily due to share repurchases[85] Results from Operations - Non-GAAP Information This section provides a reconciliation of non-GAAP financial measures, such as Adjusted EBITDA, and explains their use in evaluating company performance - Management and the Board use non-GAAP measures (e.g., Adjusted EBITDA, non-GAAP net income, non-GAAP EPS) to evaluate company performance and compensate senior management, believing they offer a useful view of ongoing operating performance by excluding 'special items'[88][89] - Special items excluded from non-GAAP results for 2025 include Octillion acquisition earnout adjustment, retention costs (SBC and cash), and workforce restructuring expenses. For 2024, they included retention costs, M&A-related costs, workforce restructuring, asset impairment, and a gain on BMI investment sale[91] Adjusted EBITDA (in thousands): | Metric | Quarter ended June 30, 2025 | Quarter ended June 30, 2024 | Change (YoY) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change (YoY) | | :------------------------------------------ | :-------------------------- | :-------------------------- | :----------- | :----------------------------- | :----------------------------- | :----------- | | Net income attributable to TEGNA Inc. (GAAP) | $67,922 | $82,144 | (17%) | $126,593 | $271,704 | (53%) | | Operating income (GAAP) | $122,414 | $141,860 | (14%) | $231,437 | $279,420 | (17%) | | Adjusted operating income (non-GAAP) | $126,334 | $146,891 | (14%) | $238,250 | $293,108 | (19%) | | Adjusted EBITDA | $150,962 | $175,727 | (14%) | $287,210 | $349,914 | (18%) | | Adjusted EBITDA before stock-based compensation costs | $160,114 | $187,254 | (14%) | $307,300 | $375,110 | (18%) | - Adjusted EBITDA decreased by $24.8 million (14%) in Q2 2025 and $62.7 million (18%) in the first six months of 2025, primarily due to declines in political and AMS revenues, partially offset by decreased operating expenses[96] Liquidity, Capital Resources and Cash Flows This section discusses TEGNA's ability to generate cash, manage its capital structure, and fund its operations and strategic initiatives - TEGNA's operations generate positive cash flow, sufficient to fund capital expenditures, interest payments, dividends, share repurchases, debt repayments, and strategic investments[97] - The company aims to return 40-60% of Adjusted free cash flow generated over 2024-2025 to shareholders, with remaining funds for organic investments, acquisitions, and future debt retirement[99][100] - In the first six months of 2025, $40.2 million was returned to shareholders as dividends. In the first half of 2024, $195.6 million was returned, including $154.7 million in share repurchases and $40.9 million in dividends[101] - As of June 30, 2025, total debt was $3.1 billion, cash and cash equivalents were $756.5 million, and unused borrowing capacity under the revolving credit facility was $738.2 million. The leverage ratio was 2.97x, well within covenant limits[103] Cash Flows This section provides a detailed analysis of TEGNA's cash flows from operating, investing, and financing activities - Net cash flow from operating activities decreased by $65.7 million to $159.5 million for the six months ended June 30, 2025, primarily due to a $48.0 million decline in operating income and a $42.1 million increase in income tax payments (driven by clean energy tax credits)[105] - Net cash used in investing activities was $14.3 million in the first six months of 2025, a decrease of $85.9 million from net cash provided in 2024. This shift was mainly due to the absence of $152.9 million in proceeds from the BMI investment sale in 2024, partially offset by lower acquisition payments[106] - Net cash used in financing activities decreased significantly to $81.9 million in the first six months of 2025 from $212.1 million in 2024. This was primarily due to no common stock repurchases in 2025, compared to $154.7 million in 2024. However, $20.8 million was paid for the repurchase of noncontrolling interest in Premion in 2025[107] Item 3. Quantitative and Qualitative Disclosures about Market Risk This section states that TEGNA's exposures to market risk have not materially changed since December 31, 2024. The company had no floating interest obligations outstanding as of June 30, 2025, but any future borrowings under its revolving credit facility would be subject to a variable rate - Market risk exposures have not materially changed since December 31, 2024[110] - As of June 30, 2025, TEGNA had no floating interest obligations outstanding. Future borrowings under the $750 million revolving credit facility (expiring January 2029) would be subject to a variable rate[111] Item 4. Controls and Procedures Management, with the participation of the principal executive and financial officers, concluded that TEGNA's disclosure controls and procedures were effective as of June 30, 2025. No material changes to internal controls over financial reporting occurred during the fiscal quarter - Disclosure controls and procedures were evaluated and deemed effective as of June 30, 2025[112] - No material changes in internal controls over financial reporting occurred during the fiscal quarter[113] PART II. OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, equity sales, and exhibits Item 1. Legal Proceedings This section refers to Note 10 of the condensed consolidated financial statements for information regarding TEGNA's legal proceedings, which primarily involve ongoing antitrust class action lawsuits - Legal proceedings information is detailed in Note 10 to the condensed consolidated financial statements[114] Item 1A. Risk Factors This section states that no material changes have occurred to the risk factors previously disclosed in the 2024 Annual Report on Form 10-K, except for the identification of an additional risk factor related to the negative impact of tariffs on advertising demand - No material changes to risk factors from the 2024 Annual Report on Form 10-K, except for an additional risk factor[115] - New risk factor: The imposition of tariffs by the U.S. government and retaliatory tariffs by other countries may negatively impact demand for advertising by adversely affecting customers' businesses, potentially reducing advertising spend[116] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's share repurchase program. No shares were repurchased under the authorized $650 million program during the first six months of 2025, with $375.2 million remaining available for repurchase until the program's expiration on December 31, 2025 - The Board of Directors authorized a $650 million share repurchase program in December 2023, expiring December 31, 2025[117] - No shares were repurchased under this program during the six months ended June 30, 2025[117] - $375.2 million of common shares may still be repurchased under the program as of June 30, 2025[117] Item 3. Defaults Upon Senior Securities This section states that there were no defaults upon senior securities - No defaults upon senior securities[118] Item 4. Mine Safety Disclosures This section indicates that there are no mine safety disclosures - No mine safety disclosures[119] Item 5. Other Information This section states that there is no other information to disclose - No other information to disclose[120] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including the Fifth Restated Certificate of Incorporation, By-laws, CEO and CFO certifications (Rule 13a-14(a) and Section 1350), and Inline XBRL documents - Exhibits include corporate governance documents (Certificate of Incorporation, By-laws), CEO and CFO certifications (Rule 13a-14(a) and Section 1350), and Inline XBRL documents[121] SIGNATURE This section contains the signature of Clifton A. McClelland III, Senior Vice President and Controller, on behalf of TEGNA Inc., certifying the report pursuant to the Securities Exchange Act of 1934 - The report is signed by Clifton A. McClelland III, Senior Vice President and Controller, as the Principal Accounting Officer for TEGNA Inc. on August 7, 2025[124][125]