Good day, and thank you for standing by. Welcome to the second quarter, 2026 EW Scripps Company Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 11 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 11 again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today, Carolyn Lichelli, Head of Investor Relations. Please go ahead.

Thanks, Deedee. Good morning, everyone, and thank you for joining us for a discussion of the EW Scripps Company's financial results and business strategies. You can visit Scripps.com for more information and a link to the replay of this call. A reminder that our conference call and webcast include forward-looking statements based on management's current outlook and actual results may differ materially. Factors that may cause them to differ are outlined in our SEC filings. We do not intend to update any forward-looking statements we make today. Included on this call will be a discussion of certain non-GAAP financial measures that are provided as supplements to assist management and the public in their analysis and valuation of the company. These metrics are not formulated in accordance with GAAP and are not meant to replace GAAP financial measures and may differ from other companies' uses or formulations. Reconciliations of these measures are included in our earnings release. We'll hear this morning from Scripps President and CEO, Adam Simpson, and Chief Financial Officer, Jason Combs. Here's Adam.

Thanks, Carolyn. Good morning, everybody. Before Jason reviews our financial results, I'd like to make a few brief comments on yesterday's vote at the FCC to lift the Broadcast Ownership Cap. We're very pleased that the Commission has made the decision in the direction of further leveling the playing field in the media business by finally addressing some of the arcane rules that have significantly impaired the broadcast industry. These regulations once served an important purpose, but they were put in place well before the digital revolution, well before consumers had the kind of choices they do today. Over the last 20 years, these These regulations have put us at an unfair disadvantage to the nationally scaled big tech companies and streaming platforms that vie for audience and advertiser attention. I'm pleased that yesterday's actions should support our ability to pursue business models that will allow Scripps and broadcasters like us to maintain our commitment to the communities we serve, both as a result of M&A and through Scripps' transformation, which I'll discuss further in a few moments. First, here's Jason.

Good morning, everyone, and thank you for joining us. This morning, we're looking forward to discussing highlights from the second quarter that demonstrate our commitment to transforming scripts operations and creating new value in our current businesses through sports, through TV station M&A, and through our network and distributor relationships. I will discuss the financial details of these business highlights, and then Adam will provide more color on our strategic progress. This morning, we also plan to share some new third-quarter and full-year guidance that will help you quantify where we will soon realize these benefits. We continue to move forward on our company transformation plan, which includes both expense reduction and revenue growth components. As we have said previously, we're targeting $125 to $150 million in incremental enterprise EBITDA by 2028. And we now expect to have executed on $100 million in annual run rate savings by the end of this year. That's up 33 percent from the guidance we gave you on our first quarter earnings fall. During the second quarter, we made further gains in our script sports strategy, signing our first NBA agreement with the Detroit Pistons in our local media division, and another marquee national women's sports agreement with the Women's Volleyball World Cup tournament in 2027 on ION. These agreements join a robust portfolio of local and national sports that are adding material value to our core advertising revenue, our Scripps Networks revenue, and our traction in the national advertising upfront this summer. On the M&A front, we have executed a number of accretive local station transactions, including acquiring a second Big Four station to create a duopoly in Lexington, Kentucky. We completed a station swap with Gray Media across five midsize and small markets that expand our presence in the Mountain West. and just a reminder that we completed the sales of stations in Fort Myers, Florida and Indianapolis in the spring, putting that cash towards debt pay down. One more highlight I want to mention from the second quarter, we completed the last of three major distribution agreements, covering the majority of our pay TV subscriber households renewing this year. As you know, both Comcast and DirecTV temporarily dropped script stations, which affected our distribution and core advertising revenue for the second quarter, but we held firm with them in order to attain our fair share of the value our programming provides to them. We are pleased with the outcome of those negotiations. With those highlights in mind, let's now turn to a review of our financial results for second quarter 2026 and guidance for the back half of this year. I will present our second quarter local media division results on the same station for a just to combine basis, removing the Q2 2025 results of the two CD stations that we've now sold and reflecting our addition of the Lexington ABC affiliate. During the second quarter, our local media division revenue was $317 million, down 1% from the second quarter 2025. Core advertising decreased 4.8% tied to factors including broader economic uncertainty, political crowd out, and the impact of our carriage disputes. Local media political advertising revenue was $28 million, a record second quarter for us in what's expected to be a record spending cycle for the midterm election. Local media distribution revenue declined 13% to $161 million. The service blackout periods during the contract negotiations with Comcast and DirecTV accounted for the decline. Expenses for the division were down 3% year-over-year, driven by lower network affiliation fees and lower employee costs. Local media segment profit was $56 million, compared to $51 million in the year-ago quarter. For the third quarter, on an adjusted, combined, or same-station basis, we expect local media division revenue to be up about 20%. We expect core advertising to be down low double digits, in line with the core revenue defined in the third quarter of the 2022 midterms. We expect our political advertising revenue for the full year to reach a range of $225 to $250 million. We're carefully watching spending for a number of federal races that will determine where we land, and Adam will give more color on that in a moment. For comparison, in the 2022 midterm, we took in $198 million. As I mentioned, local media distribution revenue has been impacted by our impasse with Comcast, which ran from March 31st to May 5th, and with REC-TV, which lasted from May 31st to July 10th. Based on those events, we now expect full-year gross distribution revenue to be down in the low single-digit percent range, but net distribution revenue to be up in the mid to high single digits. We expect third-quarter local media expenses to be down low single digits in comparison to Q3 of 2025. Now let's review the Scripps Networks Division second-quarter results and third-quarter guidance. Once again, I'll be presenting the results on an adjusted combined basis. In this case, adjusting for the impact of the core TV sale. In the second quarter, Scripps Network's revenue was $172 million, down 13% from Q2 of 2025. The decline was driven by linear TV viewing trends and changes in Nielsen's measurement methodology. Nielsen has told us they are developing some forthcoming adjustments to their methodology that will better reflect our true audience size. As you know, this is a bit of a black box for those of us in the industry. Nevertheless, we are aggressively pursuing strategies to improve the network's revenue and overall operating results. Our network's results also were impacted by a softer direct response advertising market, which is susceptible to consumer spending trends. Connected TV revenue continues to be a strong growth driver for us, up 28% over the same quarter last year. The division's second quarter expenses were $146 million, up 3.7%. Scripps Network's Q2 segment profit was $26 million, compared to $57 million in the year-ago quarter. For the third quarter, we expect Scripps Network's division revenue to be down in the mid-teens percent range as we work through the impact of the Nielsen measurement changes and continuing soft direct response advertising market conditions driven by the macroeconomic environment. We expect Scripps Network's expenses to be up in the low single digits. For the segment labeled Other, in the second quarter, we reported a loss of $4.5 million. Shared services and corporate expenses were $27.5 million due to higher medical claims and increased insurance premiums. For the third quarter, we expect that line to be about $25 million. To update to our full-year guidance, we now expect to receive a net tax refund of approximately $5 million. and we've brought down our forecast for CapEx to a range of $50 to $60 million. As I mentioned at the beginning of my remarks, we now expect our company transformation plan activities to produce an annualized run rate of $100 million by year end. You can see the benefits of this work begin to roll through into our third quarter guidance, and that benefit will grow as we move into the fourth quarter. Let me size that up for you with a comparison for each division of third quarter and fourth quarter expense guidance. In the local media division, backing out the impact of new sports-related costs, we expect expenses to move from a low single-digit decline in Q3 to mid-to-high single-digit decline in Q4. In the networks division, we expect expenses to move from up low single digits in Q3 to down low-to-mid single digits in Q4. For the second quarter, the company is reporting a loss of $12.68 per share. Due to the current outlook for national linear advertising revenue, driven by economic and secular pressures, we reported a $1.1 billion non-cash goodwill and other intangibles asset impairment charge to the Scripps Network's business. The quarter also included $36 million in restructuring costs coming out of our company transformation plan, and a $9 million gain from our swaps with Gray Media. These three items together increased the loss attributable to shareholders by $11.83 per share. In addition, the preferred stock dividend has a negative impact on earnings per share, even when we don't pay it. This quarter, it reduced EPS by $0.18. We ended the quarter with $13 million in cash and nothing drawn on our revolving credit facility. Net debt was $2.2 billion, as defined in our credit agreement. Following the successful refinancing of our 2026, 2027, and 2028 debt last year, we achieved another major milestone in the second quarter by extending our corporate revolving line of credit through July of 2029. We secured commitments for a total credit capacity of $200 million. With this extension finalized, the company has no near-term debt deadlines. Net leverage at the end of the quarter was 4.9 times as compared to 4.4 times at the end of Q1 when calculated on the same basis according to the terms of our credit agreement, which includes certain pro forma adjustments related to our transformation efforts. And now, here's Adam.

Thank you, Jason. Good morning, everybody. We're reporting a second quarter during which we significantly advanced Scripps' strategic priorities on every front, live sports, distribution value, top line and net, political advertising, M&A, and operational efficiency through transformation. Our financial performance for the quarter didn't meet my expectations. We faced challenges on a number of fronts, including sudden changes to Nielsen's measurement methodology that impacted our networks, continued declines in linear viewing, uncertainty in the economy and the advertising market, and blackouts with legacy pay TV providers. The second quarter's results don't reflect the hard work performed by hundreds of our colleagues across the company. They have been creating more efficient ways of working to drive profitable top-line growth that you'll begin to see as permanent benefits to our results starting in third quarter and into next year. I'm pleased to share that through this work on our company transformation plan, we've lifted our guidance for the year-end run rate savings twice, now to $100 million. In a moment, I'll discuss more details about our transformation plan, including how we're leveraging AI, automation, and technology to remake the business and better serve our consumers. But first, let me discuss some operational and financial highlights that are setting up the company for growth. Nearly four years ago, we created Scripps Sports to seize the opportunity caused by the implosion of the RSN model and capitalize on the power of our broadcast reach. During the second quarter, we expanded upon our leadership, signing two new teams to multi-year, full-season partnerships, our fifth NHL team, the Nashville Predators, and our first NBA team, the Detroit Pistons. As you saw in our financial results last season, these partnerships add material gains to our core advertising revenue and meaningful organic growth in core revenue year after year. You'll see that reflected again this year, starting in the fourth quarter on top of the benefit of political. When we flip an ION station to an independent-carrying local sports, we create a platform for new core revenue and new distribution revenue, creating a local duopoly without having to deploy capital to buy a station. It's a clear example of how we're optimizing our spectrum for its best and most profitable use. We have now converted five ION stations to build local duopolies and will continue to look for opportunities to maximize the productivity of our assets. On the national side, we've seized upon the importance of live sports and linear broadcast. Scripps Sports has established ION as the home of women's sports. That leadership is why the Women's Volleyball World Cup announced in July that it would make ION its U.S. home for next year's tournament leading up to L.A. 28. The Women's Volleyball World Cup joins the WNBA, the National Women's Soccer League, professional women's hockey and women's college basketball, track, pro cheer, and rodeo on ION. In this tough television marketplace, live sports is one of the most valuable ways to drive advertiser demand and premium rates. during our national advertising upfront negotiations this summer sports has helped differentiate scrips's program offerings and created opportunities to capture advertiser investment across our network's broadcast connected tv and broader portfolio i expect we'll continue to see more growth in our sports revenue performance as we turn even more focus to this growing part of our business with respect to distribution revenue, we're leveraging the power of our network affiliations, news, and premium live sports to maximize our opportunity with the MVPDs. The blackouts are now behind us, and I'm very pleased with the result of our new distribution agreements. We've successfully renewed 70% of our subs with agreements that will contribute to margin expansion and our ability to serve local audiences for years to come. And you can see from our local media programming expense line, we also are bringing down network compensation costs across the board. We're realizing this savings on the expense side while driving new value on the revenue side, allowing us to capture and keep much more of what we deserve for our programming. Second quarter also set a new record for our company in political revenue, foreshadowing what we expect in the back half of the year. No other medium delivers a political message as powerfully and reliably as broadcast television, and our multi-platform approach allows candidates and campaigns to reach voters anywhere they watch TV. Ad Impact recently raised its estimate for this year's spending to a record $11.6 billion, and they're projecting local television to once again capture nearly half of that as it has in recent election cycles. As Jason mentioned, Scripps expects a record midterm cycle between $225 and $250 million. We are seeing strong election spending in our markets across Arizona, California, Colorado, Florida, Michigan, Montana, Nevada, Ohio, Virginia, and Wisconsin. The recent Supreme Court decision on coordinated candidate and party spending has raised some investor questions. We see this ruling creating significant upside for political volume, encouraging more investment into the political ad ecosystem. The ruling has clearly not dampened our political revenue outlook. We are committed to capitalizing on changes in the federal regulatory environment to create value through our recent M&A activity. We have sold stations for cash, swapped others strategically, and acquired some to create high-margin dwablis. Station M&A will continue to be a meaningful tool to optimize our portfolio, enabling our public service mission. And while I'm bullish on the future of M&A for our industry and recognize the opportunity for financial engineering, it will not be the only arrow in our quiver. That's why Scripps, through our company transformation plan, is proactively making fundamental changes to the way we produce our most important and costliest product, local news. Our strategy will address a few simple truths. First, our audiences expect us to deliver the news when and where they want it. And to meet that expectation, we're rolling out 24-7 local news streams to distribute stories as they happen to social, digital, and streaming platforms. Second, consumers expect us to report on the full texture of life in their communities, down to the neighborhood. So we're doubling down on our commitment to having more reporters covering geographic feats. And third, making these changes requires an entirely different approach to resource allocation. So we're leaning into AI, automation, technology, and the centralization of some roles. This revolution, and that's really what it is, a revolution in the way local news is created and distributed, has been developed and built by members of Scripps' news and technology teams who have been working together for the last year because they believe our mission is too important, the role we play in our communities too critical for us not to evolve to meet the moment. This work makes Scripps' local media a technology-forward, AI-powered broadcast journalism company dedicated to serving our communities with the same high-quality, fact-based reporting for which they've relied on us for nearly 150 years. Let me be clear. We are making use of technology to improve our operating model and better serve our audiences. We are not wavering from our commitment to quality journalism. Because we are adopting more efficient ways of working across the entire enterprise, our transformation work has resulted in a reduction in our workforce. This week, we notified 268 employees that their jobs would be eliminated. Since the beginning of the year, we have eliminated 432 employee positions and 126 open positions, 12% of our total. The coming quarters will see additional savings. Parting ways with colleagues is a painful process full of difficult decisions. but we make them knowing they are financially necessary to fulfill our commitments to our communities, our nation, and our shareholders. Just as we have been making significant changes in our local media business, so are we applying our transformation lens to the Scripps Networks business. We realize the headwinds there require us to rethink our strategies, and that's one of the reasons why I've asked Dean Littleton to oversee the Networks business as well as local media in his new role as president of media. We believe the network's business can benefit from his holistic view of our opportunity, his industry expertise, and his growth mindset. I'm energized knowing that hundreds of Scripps colleagues are invested in our transformation plan, so invested in the company's future that they've been willing to set aside conventions about how things have always been done in order to invent what's next. At a time when many in our industry will respond to economic pressure with cuts alone, Scripps is differentiating itself with a goal to build a better product under a more sustainable model for serving our audiences and advertisers. Our work is what separates cost reduction from transformation. One protects an ineffective status quo the other builds something new and powerful with tremendous value to the enterprise. This is the work positioning scripts for durable growth and creating meaningful shareholder value. I'm going to close where I started and quote Chairman Carr's remarks yesterday, because between the regulatory changes and our own transformation, this is exactly how I feel. He said, quote, We should learn from our mistakes with the local newspaper industry, and we should not let the same thing happen to the local broadcast TV industry. Trusted sources of local reporting broadcast over the public airwaves are worth protecting and worth fighting for. Operator, we're now ready for questions.

Thank you. As a reminder to ask a question, please press star 1 on your telephone and wait for your name to be announced. To withdraw your question, please press star 11 again. Please stand by while we compile the Q&A roster. And our first question comes from Dan Karnos of Stonex. Your line is open.

Great. Thanks. Good morning. Appreciate all the additional color, guys, and sort of the progress on the transformation plan. I have two housekeeping-ish questions and then two kind of larger questions. questions. The first housekeeping question is, Jason, I just want to double click on, did you say core was pacing down low doubles in Q3?

Yeah, low doubles in Q3, you know, driven by, you know, the political crowd that you would expect. It's pretty, it's right in line with what we saw in core in Q3 of 2022.

But I would, I would also point there.

Yeah, I mean, it's not surprising, I guess.

But, well, go ahead, Adam, if you're going to say something. No, I would also a point even ahead, though, to that because the onset of the NBA and NHL seasons will just start in third quarter and then really come into their own in fourth quarter when we will expect to see significant outperformance above political.

Yeah, no, that makes sense. I mean, we have Q4 a little bit better, I think, than Q3 on that. And that's something I do want to get into in a second. But I just want to make sure I get this right, Jason, because I'm just trying to sort of back into the up 20 and um you know your retrans guide seems pretty uh clear now given you know the noise is behind you so it kind of implies political in the mid 70s in q3 is that the right figure uh based on the four-year guide we gave and uh the core guide we gave in q3 i can see where you'd end up in that range. Okay. And then just the other piece of that is appreciate the color in the release on the impact of obviously Comcast and Direct. Is there a way directionally, I don't expect a specific number, but is there a way directionally to think about net retrans in 27 now? Because obviously we started it, I think, mid-teens net retrans growth this year. And, And, you know, obviously the blackouts clearly impacted that, but you'll get the full benefit of that next year. And I don't think you have any major network renewals and your programming costs are coming down anyway. So just any way to think about into next year, the trajectory for net?

Certainly we're going to get a year-over-year benefit from the impact of the blackout. You know, we're not going to give any guidance now. We do have about 20% of our subs resetting next year. And then obviously we'll have the four-year impact of the step-ups we have this year. And so I do think both gross and net will be a good story for us next year, but I don't think we're going to get any more specific than that right now.

And, Dan, just to reiterate what you said, we have locked in all of our affiliation agreements, and so we have that expense visibility here into the foreseeable future. Okay, perfect.

And then the two big things that I wanted to hit. First, just on Nielsen, you know, if you can just talk about any progress that you've made on sort of the big panel stuff, which seems, I mean, like you can see the numbers. They're ridiculous. I don't know why they'd be burying their heads in the sands. So any progress on that front? And then subsequently, it sounds like there may be some benefit on the local side from Nielsen. So, I mean, how are you guys thinking about sort of the broader impact from any Nielsen changes, you know, in the coming quarters?

Yeah, so it's the same changes that you're talking about that are meant to rebalance things and more accurately measure our network's business and that we are told will improve or benefit local broadcast. The same round of changes, so to speak. Right now, just for investors' reference, I would say our performance softness, I'd attribute about 50% of that to the sudden change in Nielsen. We've been in conversations with the very highest levels at Nielsen on the process that they're working on to correct this for this fall. But, you know, as you know, I'm leery to sort of take anything to the bank. none of the upside of a fix is baked into our guide. And so, you know, I'm just a little gun shy of assuming anything until things go into production. Just as a reminder, we were on track in the first quarter and really, you know, sort of seeing everything as it should have been until Nielsen made that sudden and sort of inexplicable update to its measurement methodology that punished the broadcast networks and benefited cable. By the way, it's also under-representing multicultural audiences, something else they say they're going to address. And all of this has been negatively impacting both streaming and broadcast, which is not at all a reflection of what we know is actually happening in the video ecosystem as it relates to the consumer habits in cord cutting. So I expect changes to begin sometime in September, but I'm unclear on what the benefit will be. And so we're just taking a more, I think, sober approach and would hope to recognize upside.

Okay. No, that's very helpful, Adam. And I think that's probably prudent given that it's Nielsen. And then the last thing I want to ask you is just big picture, Adam, on the transformation plan. So appreciate the caller on the 24-7 news streams. Clearly, we've got the momentum on the local side. You've got Indies. You've got ION switching to Indies. The growth on local actually kind of foots now, and local is obviously twice as big as networks. The color that you just gave on Nielsen was super helpful. Is there anything else that we can think about outside of maybe CTV on the network side that can help just kind of get the rest of the balance of the equation, even though I think local growing something could probably offset even modest declines in network and producer plus?

Yeah, I think, first of all, you should recall that we have been very proactive in managing the P&L and managing the networks for growth. As a result, you know, last year we beat our expectation on improving the margin for networks and we're very, very dedicated to getting back to that place. We're focused on continuing to expand in sports and to drive revenue growth and profit. You know, we want to address some of the opportunities with our programming and distribution strategies, continue to expand and fast. And this is also one of the reasons I recently made a leadership change at the networks. We now have brought the operation together under Dean Littleton's leadership. We're sort of looking at the portfolio as the largest portfolio of broadcast stations and how we use that spectrum for its best and highest use through both network television and local. Dean will, I think, be optimizing the business from that perspective. He's done a great job leading and transforming the local business and its cost structure, and I think he's going to bring the same opportunity to the network side and get it quickly back on track. There's no question in my mind that the story of the networks and our, I guess, cumulative collection of the largest nationwide broadcast platform isn't complete yet, and we'll continue to look at ways to use this platform to drive greater shareholder value.

Got it. Really appreciate all the color, guys. Thanks so much. And it seems like you've got a little bit of something cooking here. Thanks, Dan.

Thank you. And our next question comes from Craig Hooper of Hooper Research Partners. Your line is open.

Great. I guess sorry for the directness of this question, but, I mean, given all the changes you guys are making here and given what's happened outside of your control here, does any of this make you and the family any more likely or less likely to sell the company? Jamie, obviously you had a bid here not too long ago for the company and so forth. You guys turned it down. I understand why. But does any of the changes you guys are putting in place make you feel like you really don't need to go down that road and you'll get through all this successfully?

Well, first of all, it's important to note, Craig, that I don't speak for our controlling shareholder, but I can reiterate what I've said many times before and what you've seen over the long history of the company. The family has always acted in the best interest of all shareholders and is committed to doing what's best for the company to create the greatest shareholder value. Now I'll speak for myself and maybe management's perspective. We believe greater scale nationally and greater depth in market are helpful for our assets to perform their very best for shareholders and continue in service to the communities where we operate from a journalism, local programming, and local sports perspective. So I expect we'll continue to do everything in our power to take advantage of this moment. I mean, I expect the greatest opportunities will be ahead for us, whether that is continuing to transform the business or identifying opportunities for us to engage in swaps, select divestitures, or acquisitions to improve our portfolio.

Okay, I appreciate that. And my second question, the Nielsen change here, did I hear you write saying you thought Roughly 50% of the pressure on revenue in the Scripps networks came from that.

Just talk about that a little bit more, please. Yeah, that's correct. I mean, there has been no softness in the demand for our product. But overnight at the end of February, the inventory, the supply actually changed as a result of a methodology change, especially when we think about the demand for our premium sports products. So our sales team is doing a terrific job of monetizing what we have, but Nielsen changed the picture on what we have or what we are, the amount of audience we serve overnight, negatively impacting about 50% of the revenue. So it's been significant. It's been a significant blow. They tell us they are fixing that this fall.

But like I said, I've been I've been reticent to adjust up our forecast and I'm sharing this in the interest of transparency that's upside to our plan and so you know the the the Nielsen challenges have impacted the general market side of business the other sort of piece of the equation is the direct response piece which you know direct response we say this often is heavily driven off of consumer sentiment and right now with the current state of inflation and interest rates that's negatively Are we impacting that sentiment and, therefore, DR demand? We also talk about direct response being a leading indicator and one that can turn quickly. So I'll point you back to the government shutdown in Q4 of last year. We saw a material drop in our direct response revenue during that shutdown. And when the shutdown ended, we saw a quick snapback or rebound as consumer sentiment improved.

I appreciate that. And then further on the Nielsen side, just talk a little bit further about changes there on the local TV side of the business and stuff. What would you expect?

Yeah, on the local side, first of all, a lot of the changes they make that impact the makeup of the audience will benefit. The changes they made back in February began to underrepresent the multicultural audience, so beginning to reintegrate multicultural audiences back into the sample or to better statistically measure them should theoretically improve both network and local television. At the same time, we understand they're going to be moving to a different way of measuring local broadcasts. After all these years, the measurement will give credit to local broadcasters for a cumulative minute of viewing rather than what historically was a longer period. And that required a longer period. And that too should better reflect the way people's viewing habits have actually evolved and improve what you see on the local front.

Real quick, I also want to just correct something I said earlier when I was asked about distribution. I said we had 20% renewing next year. I was getting my years mixed up, that's actually in 2028. Next year, it's only 5%. So for the transcript, I wanted that updated.

Great. Appreciate that. I'm sorry, if I could ask a little bit further on this Nielsen thing. Is it possible that you could share with us, quantify for us the impact to the viewership as they count it, as they calculate it?

They have shared with me those estimates. I do not feel comfortable sharing them with the market or the street because today they are measuring, I would say, in a non-production environment. And when they move to production, it will become live. And that's when we'll see it. So again, we've given a guide based on what we believe we see using today's methodology. When the methodology changes again, there's a good chance that there could be upside to it. But we don't control Nielsen's currency or the methodology, and so I'm reticent to share anything that I don't have any influence over.

Yeah, I can certainly sense the frustration there. It's been a nightmare for your industry for decades here with this Nielsen company. I'll say that sympathetically. I just shake my head, to say the least. One last question, please. I appreciate your time here. The cash costs to get to this new $100 million annual run rate of cost savings, I think you said by the end of this year, are you willing to talk with that publicly?

Yeah, so we have talked about that previously. We had guided the $40 to $50 million in cash restructuring costs tied to the transformation plan. This quarter, you saw a very large restructuring number come through, a good portion that was non-cash. And so just so we're talking kind of apples to apples, of the $36 million in restructuring that flowed through this quarter, About $12 million of that is actually cash restructuring this quarter. About $9 million is accrued and will be paid in subsequent quarters. And the balance of it, roughly $15 million, would be non-cash items. And so we still believe the $40 million to $50 million in cash restructuring is the estimate for the transformation.

And that's still good, even though you moved up the cost savings number.

Well, we didn't move up our total number. We just pulled forward the number to achieve it sooner. We still, the net number is still $125 to $150 million. We just think we'll have executed on more of that by the end of this year than we originally anticipated.

Okay, understood. Thank you for all that, guys. Thanks, Craig.

Thank you. And as a reminder, if you have a question, please press star 11. And our next question comes from Stephen Cahall of Wells Fargo. Your line is open.

Thank you. Jason, I just wanted to talk through a little bit how we think about the $100 million run rate for 27. Is it kind of as simple as just thinking about consolidated costs being down about that much year on year in 27 versus 26? I know there's probably a little bit of underlying cost growth like sports rights. So just wanted to kind of start to think about 2027. And then, you know, you've done a lot of work on margin improvement at networks. You've got this new headwind from the Nielsen measurement. I think you're given some of the good margin that you expanded last year back. I was just wondering if you could specifically talk about your expectations for network margins for this year and next year through the transformation. Yeah, so first of all, in your question about the $100 million and how it applies to 2027, it would not be, you know, a full $100 million adjustment to your current view of 2027 because some of that is being realized in the year. And that was one of the reasons why we gave not just a Q3 expense guide, but also a Q4 expense guide. You were certainly in the local media starting to see some of that transformation benefit flow through in the third quarter. Adam talked about some of the headcount reductions that have happened recently. And then the guidance we gave for fourth quarter expense trends would indicate we're starting to realize even more of the benefit this year. So, you know, your year-over-year view of 26 to 27, you would have some of that built into your 26 run rate, but there would be a large incremental piece from the Q4 activities in getting the full-year benefit of that. In terms of network margins, you know, I think that Adam alluded to it before. You know, we continue to believe that this business should be closer to a 30% margin. We saw some significant headwinds in 2024, and we set a very aggressive plan to grow margins by 400 to 600 basis points. And we actually ended up north of 600 basis points last year. We now have some new challenges, and we intend to chart the path forward. to see a similar rebound to what we saw previously.

Great. And then, Adam, I wanted to ask you about Spectrum a little bit.

So I think Scripps significantly over-indexes on Spectrum due to ION. I think that was part of the original thinking when you purchased it. It's a topic I've written a lot about recently. And if I've learned one thing, it's that the broadcast industry has no consensus on how Spectrum should be used, how to create value, whether lease it or another auction or the next-gen business model. I'm wondering how you think about a best way to monetize your spectrum, whether it's more station conversions with local sports or something that's a little more kind of wholesale since you do have so much spectrum.

Yeah, thanks for the question, Stephen. There's no question in my mind that we're sitting on a goldmine of spectrum, one that actually has proven to be increasing in value over time. And there's also no question that none of that value is reflected in our stock price. As you described, Scripps is one of the largest holders of broadcast spectrum. It was one of the reasons why we found the ION acquisition so interesting. We are always looking at what the best and highest uses of our spectrum and we'll continue to do so. As you described, it's one of the reasons why we've turned ION stations into sports duopolies.

Hey, Adam, I'm sorry. I hear a noise on the call, Steve. Steve, I don't know if you maybe need to mute.

Yeah, I'll mute.

Okay, I'm sorry. I'm sorry, Adam.

Yeah, I mean, like I said, we're always looking for the best and highest use of our spectrum. And I think whether that's, you know, turning stations that are ion sticks into local stations in order to create high-margin duopolies, you know, we will continue to look for the greatest opportunity. When there is an opportunity to monetize our spectrum, either through an incentive auction, as Chairman Carr referenced yesterday, which I think he referenced maybe as early as 2028, or otherwise, I am absolutely sure we will take full advantage to benefit our shareholders, our employees, and the company's ability to continue to serve its mission.

Great. And then lastly, do you feel like there is an M&A shot clock with this administration, or do you think after the changes that the FCC enacted yesterday that there's going to be a lot of opportunity that runs even past 2028?

Well, I mean, I don't think there's a shot clock per se, but I do think there is potentially a balance that has to be struck right now between the opportunity to take advantage of the changes in the regulatory environment and some uncertainty that we see obviously being held up in courts. It's important to note that we have already been active in the M&A marketplace from the outset to improve the performance of the portfolio and the balance sheet. Every deal we have announced has either put cash in our pockets or increased segment profit to benefit the company and investors, and some are doing both, and I'm referencing the divestitures of the stations in Fort Myers, Indianapolis, which went for premium sellers multiples, the gray swap, the sale of Core TV, the acquisition we announced of more than 12 stations from Inyo that will be accretive and that will fold into our network's portfolio and add to segment profit margins and add to our spectrum holdings. I definitely don't think we're finished with this work. I do think there's continued opportunities for swaps ahead with opportunity for us to get deeper in the markets where we operate, opportunity for us to improve our operating performance and margin expansion. As I said earlier, I'm also a believer that national scale is beneficial. It's helpful. I don't think it's the only thing necessary for this industry, and that's why we're also equally aggressively pursuing a transformation plan. At the end of the day, consolidation is going to be helpful, but for us to continue to be able to serve out our mission, we have to do things that address our consumer. Buying more TV stations in a market doesn't get anybody more to watch the 5, 6, and 11 o'clock news. Transforming so that we serve audiences across multiple platforms and deliver our journalism so that we remain relevant in the local markets where we operate, that's going to require more than just consolidation. And while we'll take advantage of consolidation in order to improve our economics, we have to take it a step further and transform to help the business. And that's what you see scripting.

Thank you. This concludes our question and answer session and today's conference call. Thank you for participating, and you may now disconnect.