Good day, and thank you for standing by. Welcome to the Q2 2025 TEGNA Inc., Earnings Conference Call. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today, Kirk von Seelen. Please go ahead.

Thank you. Good morning, and welcome to our second quarter conference call and webcast. My name is Kirk von Seelen, and I am TEGNA's Treasurer. Today, our CEO, Mike Steib, and our CFO, Julie Heskett, will review TEGNA's financial performance and results and provide TEGNA's third quarter outlook. After that, we'll open the call for questions. Hopefully, you've had the opportunity to review this morning's press release. If you have not yet seen a copy of the release, it's available at tegna.com. Before we get started, I'd like to remind you that this conference call and webcast includes forward-looking statements, and our actual results may differ. Factors that may cause them to differ are outlined in our SEC filings. This presentation also includes certain non-GAAP financial measures. We have provided reconciliations of those measures to the most directly comparable GAAP measures in the press release. With that, let me turn the call over to Mike.

Thanks, Kirk. Good morning, everybody. Thank you for joining us. Coming up on a year as CEO here, I'm more confident than ever in what sets TEGNA apart. Our strong local brands, high-quality local journalism, loyal audiences, deep roots with advertisers, a healthy balance sheet and a terrific team put us in a position of strength in this evolving moment for the broadcasting industry. On the regulatory front, there seems to be positive progress for the local broadcasters who are working tirelessly for the public interest. Chairman Carr now has his majority and appears to be advancing a clear and encouraging agenda to allow broadcasters more scale in local markets and across the U.S. Importantly, the Eighth U.S. Circuit Court of Appeals recently handed down a decision to vacate the previous FCC's top 4 prohibition rule, reasoning that the rule is arbitrary and capricious. The ruling will not take effect for a 90-day period while the FCC assesses whether vacating the rule would be unduly disruptive and/or address clear deficiencies found by the court. However, given Chairman Carr's well-established views on this topic, we believe the ruling will likely take effect following this 90-day period. Of note, the court specifically held that the quadrennial review statute does not provide the FCC authority to tighten existing ownership rules. These developments are a significant step forward for our industry and for TEGNA's wide range of options in this evolving landscape. While we track these regulatory developments closely, we're staying focused on the work at hand, elevating TEGNA across our key priorities: number one, building a world-class team culture and company operating system that unlocks high-impact execution; number two, leveraging TEGNA's strengths across our stations to improve performance; number three, fully deploying technology, automation and AI to supercharge our people and run more effective operations; number four, growing digital revenue by deepening engagement with our digital audience; and number five, cutting unnecessary spending in bureaucracy ensuring time and resources are maximally focused on growing the audience and growing revenue. We're scaling with purpose and discipline while doing it fast as part of building a world-class team. We've named five new regional heads of content reporting to Adrienne Roark. They'll lead content strategy across the country, building centers of excellence and further strengthening TEGNA's award-winning journalism. We're delivering on our commitment to innovate and invest in our local newsrooms. We're doubling down in the areas that drive our future, local content and digital. Just last month, we announced a major local news expansion adding dedicated 7 to 9 a.m. streaming programming in over 50 markets. That's more than 100 new hours of local news every single day, giving people more of the critical local news and information they need to thrive in their communities. To support this shift, we're using automation and proprietary AI to boost productivity and speed, giving our journalists more time to do what matters most. By automating routine work, sharing resources, and simplifying layers of bureaucracy, we've freed up more time and dollars to invest in content. The result is better journalism, faster and at lower cost. It is a win-win, and it works in every market. We're still early in this game, but CTV streaming is a $30 billion market growing quickly, and we are building the muscle to lead in it by overhauling our sales process, reorienting our focus toward the digital opportunity. The big picture is local wins. Catastrophic events such as the recent flooding in Texas highlight the power of local news. There is closer focus on local impact, helping communities rebuild, bringing people together and helping fundraising for local communities. There's massive opportunity in local news and community storytelling, and we are built to meet that need. Across platforms, we reach more than 100 million people. That reach is transforming how we create, distribute and monetize content and how we run the business behind it. We have the historical assets and the team to seize the opportunity and lead in local digital content. Before we wrap, I want to take a moment to recognize our Chief Operating Officer, Lynn Beall, who'll be departing at the end of this month after more than 35 years in the industry. It's hard to capture a career like Lynn's in a few sentences. Our leadership across broadcasting has been nothing short of extraordinary. Most recently, she was honored with the 2025 Radio and Television Business Report Lifetime Leadership Award, a fitting tribute to someone who has helped shape the industry. Lynn, your impact on TEGNA and the broader industry is significant and lasting. You've been integral to supporting me over the past year and helping us craft a growth strategy that is already bearing fruit. We're grateful and we wish you the very best in your retirement. As we approach the end of my first year, I want to thank the team for their extraordinary efforts to transform the way we operate at TEGNA. Talented and motivated people with an important mission, superpowered by technology, can achieve amazing things. And I'm excited for what's ahead. With that, I'll turn it over to Julie for a closer look at our financial performance and third quarter guidance.

Thank you, Mike, and good morning, everyone. Our second quarter financial results exceeded our expectations, primarily driven by lower operating expenses, which came in better than our previously announced guidance range. We had anticipated advertising softness to persist during the second quarter. As a result, our teams continue to take a proactive approach to advancing our broad transformation agenda which is generating top line growth from various revenue streams. I am thankful for all of our employees for their ongoing focus and execution as we work to build a more sustainable and growth-oriented future at TEGNA. I will begin today by covering our second quarter financial results, then provide an update on our operational initiatives and capital allocation priorities before closing with a review of our guidance. Total company revenue for the second quarter decreased 5% year-over-year to $675 million, in line with our outlook range of down 4% to 7%. The decrease was primarily due to lower political advertising revenue, which is consistent with cyclical even-to-odd year comparisons and softer advertising and marketing services, which was expected going into the quarter. AMS revenue declined 4% year-over-year to $288 million in the second quarter, reflecting ongoing macroeconomic headwinds amid economic uncertainty and softening consumer confidence. Some advertisers remained cautious and delayed spending, contributing to weaker AMS performance within the quarter. As disclosed in our 10-Q filing, Gray Media, a reseller partner of Premion, exited its equity position and shifted to a nonexclusive advertising agreement. This change is reducing Premion-related revenue and therefore, negatively impacting year-over-year AMS comparisons by approximately 200 basis points, which began in the second quarter and will continue for the next three quarters. Excluding this impact, underlying AMS revenue declined 2% year-over-year in the quarter. Despite near-term market pressures, we are encouraged by the continued growth of our owned and operated digital products, which delivered strong double-digit growth year-over-year for the third consecutive quarter. We remain focused on accelerating digital initiatives where we have a clear competitive advantage. As Mike discussed earlier, our digital strategy remains on track with our underlying business performing in line with expectations, and we believe the long-term growth opportunity ahead is substantial. Moving to distribution, distribution revenue in the second quarter was flat year-over-year at $370 million due to subscriber declines, partially offset by contractual rate increases. In terms of the distribution renewal cycle, approximately 35% of traditional subscribers are up for renewal at the end of this year. This comes after successfully renewing roughly 10% of our traditional MVPD subscribers at the end of the first quarter. In 2026, we have approximately 30% of traditional subscribers up for renewal at year-end. During the quarter, we reached a comprehensive multiyear agreement with FOX Corporation that renews station affiliations for six of our markets. These FOX markets cover approximately 7% of our TEGNA household, which is our smallest affiliate portfolio. Moving on to cost-cutting initiatives, we continue to drive significant improvements to our cost structure. As we have highlighted in recent calls, we're aggressively deploying technology to run our stations more effectively and cutting all unnecessary spending. It's important to note that these improvements focus on our core operations, allowing us to streamline processes while maintaining our high standards of execution. This enables us to provide higher quality journalism at faster speeds and lower cost. Second quarter non-GAAP expenses finished down 3% year-over-year due to these operational cost-cutting initiatives, primarily seen in compensation and outside services, partially offset by an increase in programming expenses driven by local sports rights. All other expenses outside of programming finished down 6% below last year, continuing the sequential improvement of structural cost reduction efforts. We remain on track to achieve our goal of generating $90 million to $100 million in annualized core non-programming savings as we exit 2025. At the end of the second quarter, we've achieved 80% of our target. Our cost reduction program is more than just a target. It's a disciplined zero waste, zero-based budgeting approach. We are scrutinizing every dollar we spend to ensure resources are aligned with our strategic priorities. We are reinvesting savings back into the business, but only into opportunities that, a, enhance the quality and reach of our content, or b, drive sustainable revenue growth. As a result, our total adjusted EBITDA in the second quarter decreased 14% year-over-year to $151 million based on the previously discussed declines of high-margin political and AMS revenues, partially offset by continued cost-cutting initiatives I just spoke about. Turning to capital allocation, we remain committed to returning 40% to 60% of our adjusted free cash flow to shareholders over the two-year period of 2024 and 2025. We paid $20 million in dividends to our shareholders in the second quarter. On July 2, we called $250 million par value of TEGNA's outstanding $550 million senior notes due in March of 2026 and a partial redemption with cash on hand, which leaves $300 million in par value outstanding. Cash and cash equivalents totaled $757 million at quarter end, and our net leverage finished at 2.8x. We continue to take a disciplined approach to capital deployment to ensure we are investing for growth in all avenues we believe will create the most value for shareholders. Now let's turn to our financial guidance elements. As we noted in our press release this morning, we are reaffirming our adjusted free cash flow guidance of $900 million to $1.1 billion over the combined two-year 2024-2025 period. You can see all of our full year guidance metrics in our earnings release. We are lowering our full year 2025 interest expense guidance range to $160 million to $165 million, reflecting the $250 million par value partial redemption of our senior notes due in March that I just mentioned. Our financial guidance for the third quarter is as follows: we expect total company revenue to decline 18% to 20% year-over-year, in line with expectations, given the cyclical nature of our business, specifically the shift from an even year with significant political and Summer Olympic advertising to an odd year without those revenue drivers. We expect non-GAAP operating expenses to decline 2% to 3% year-over-year. Before I close, I want to take a moment to recognize an extraordinary leader, our Chief Operating Officer, Lynn Beall. As Mike already said, she is retiring at the end of the month. I have seen firsthand the commanding and lasting impact she has had, not just here at TEGNA, where she spent more than 35 years shaping our culture, operations and success, but also across the entire industry. Her leadership, strategic vision and countless contributions have elevated the standard for excellence in local media. On a personal note, Lynn is the person who hired me into this industry and has been a tremendous mentor and coach for more than two decades. I am deeply grateful for her guidance, friendship and unwavering commitment to developing those around her. On behalf of all of us at TEGNA, thank you, Lynn. We wish you the very best in your well-earned retirement. In closing, our strong brands, robust local presence, a growing digital focused workforce and industry-leading balance sheet position us well to invest in internal growth opportunities and those that arise from potential deregulation. We continue to generate results in line with expectations while investing for the future in local journalism, local content, digital development and in our people. With that, operator, let's open the call for questions.

Our first question comes from Dan Kurnos with The Benchmark Company.

Appreciate the color as always, guys. Mike, I guess, two. I know you did NBC last year, but obviously, they've come under some more scrutiny from Chairman Carr and given how much they're continuing to shift exclusively onto Peacock. I just wonder if you think that anything might evolve in terms of the structure of that deal or if you're just simply locked in because of the deal that you did last year? And then secondarily, I know that you have a lot of wood to chop, and you've done a great job kind of reorganizing the business towards internal growth initiatives. I'm just kind of curious where you're headed at in terms of a sense of urgency from an M&A perspective, especially since you've got both in-market and out-of-market opportunities. You don't have quite the same duopoly portfolio that others have and so it kind of broadens the spectrum for how you can attack the M&A landscape. So I'll just stick with those two because that's probably already a mouthful.

Thank you, Dan. So I'll start with NBC. First, it's important to say that the network affiliate relationship is important and it is symbiotic, and we value our network partners, and we approach those partnerships with a constructive mindset, in particular around the preservation of the linear bundle, which has served this industry so well for such a long time. I'm also grateful that Chairman Carr is so focused on the good work that local broadcasters are doing in communities and is looking to continue to help us serve the public interest to those communities. Beyond that, there's nothing to comment on in our network relationships. You saw that we had a constructive engagement with FOX this quarter, and you should expect to see us continue to work collaboratively with our network partners. Regarding your second question about the urgency we feel, I want to emphasize that we see deregulation as necessary, important, and forthcoming. Our industry faces significant challenges from large tech competitors who operate without the same restrictions. We anticipate that once deregulation happens, it will open up substantial profit opportunities for the broadcast industry, and we fully expect to be involved. As we mentioned, depending on the circumstances, we can either be buyers or sellers. You may have heard from others in the industry about swaps being beneficial for both sides, and we believe this presents a valuable chance for us. However, we also have a solid balance sheet and valuable assets, so we will proceed with discipline. We are enthusiastic about the potential ahead and the team is diligently working on this.

Our next question comes from the line of Craig Huber with Huber Research Partners LLC.

I got a couple of questions. Maybe I'll start with the first one. You've spoken a lot over almost the last year now about significant cost savings at TEGNA using technology. Can you give us some of the biggest areas where you've used AI and technology to take out costs? What are some of the biggest wins you've had on taking costs out using technology, just some examples, please?

Sure, Craig. While I won't delve into Julie's specific cost-saving figures, I want to clarify an important point. We often consider AI's role in content creation, but that's not our focus. We believe in the value of skilled journalists. We are analyzing the workflows across all departments in the company. There are various repetitive tasks that can be automated, and we are identifying those opportunities. For instance, transcription is an area where we've observed journalists spending time handwriting interviews after they finish them. Video editing is another time-consuming task, and we've discovered ways to utilize AI for this process. Additionally, we can identify new stories before the team arrives at the office by summarizing the numerous emails we receive from sources, allowing them to pursue the most promising leads quickly. We also see potential for AI in sales and marketing, such as drafting campaigns for prospects and engaging with new advertisers through email. This isn't limited to a few initiatives; it's a comprehensive approach where we expect our team to focus on high-value tasks, while offloading routine responsibilities whenever possible.

One thing I would add, this is Julie. Just on the cost side and future leveraging the cost of capital coming down, both from a technology perspective as well as real estate. We are finding really good progress on building, if you will, stations of the future, which is a smaller footprint from a square footage perspective, spending potentially 80% less in CapEx, utilizing the new technology and the virtual technology that is available to us and also identifying about 50% less in operating expenses by taking advantage of these opportunities.

Great. I appreciate that. I also wanted to ask you, can you talk a little further about your outlook for core advertising here in the third quarter year-over-year. What's it trending like right now, please?

Yes. Let me first address the macro aspect. The economy appears to be robust but inconsistent. In the first quarter, growth was nearly flat compared to the previous year. The second quarter experienced a surge to 3% growth, influenced by tariffs. Looking ahead to the third quarter, the blue-chip consensus predicts GDP growth around 1%, while the Atlanta Fed's recent projections indicate about 2.5%. Overall, we believe the economy is moving in a positive direction. However, as I have mentioned in previous calls, uncertainty in the economy negatively impacts advertising revenue collection. Advertisers typically hold back until they gain confidence in the economic outlook. Historically, they do return, allowing for the recovery of advertising dollars that were not spent during uncertain times. Thus, we recognize that the advertising market may currently be somewhat softer compared to our overall perception of the macro economy. It's also been my experience that advertisers tend to catch up and they tend to catch up with more in their pockets from the money that they kept on the sidelines in the previous quarter or quarters.

Yes, I agree with that, Mike. And I would add, Craig, another thing that is specific to TEGNA. A couple of things: one is Q3 is a tougher comp with our NBC portfolio being the largest NBC affiliate group, up against the Summer Olympics last year. So that is unique to our Q3 advertising trends. It's probably a disproportionate impact. Second, as I said in my remarks, is the change of our Premion reseller partnership, which is also impacting our AMS trends going forward that began in Q2 and will take an additional three quarters to lap that. That was also about 200 basis points, and positive growth in digital of our owned and operated properties continues to ramp up. Our go-to-market strategy of training up on capitalizing on the digital growth area is continuing to improve on a sequential basis. While July and August are substantially weaker because of more of the Olympic and the trickle-down of the tariffs, I can tell you that exiting Q3 September is in a positive direction and pacing up on a year-over-year basis.

So when you roll that all together, Julie, where is the overall quarter looking like advertising might end up being the core advertising percent change, I guess, down year-over-year?

Yes. We don't guide to advertising specifically. You saw the comments that total revenue is projected to be down 18% to 20%. I would say advertising is going to be in that low doubles to mid-teens range.

Our next question comes from the line of Steven Cahall with Wells Fargo.

So Mike, helpful comments about how you kind of think about the M&A market and I know there's a lot of options there between being a buyer or seller. One of your peer CEOs is just saying that everybody is talking to everybody right now. So I was wondering if you could give us some perspective as to whether or not you think this is more of a buyer's market or more of a seller's market. When I kind of look at things, it seems like there are quite a few things maybe for sale, not that many with at least cash for purchasing which may skew those conversations in a particular direction, but just wanted to know if that's correct or if some things that maybe we've missed in that characterization. And again, I know whatever deals you do will be subject to those exact terms. And then maybe just secondly, on reverse comp. Are you seeing any sort of paradigm shifts in the way that these are done, whether it's the pricing algorithm, fixed versus variable? I know the renewal you did was relatively small in terms of your household, but just wondering if there's any trends that you've seen in reverse that you think are sort of bigger picture for the next few years.

On the first question, I can't answer the market. I can only answer the market from our perspective, and our perspective is we have a strong balance sheet and we are strong relative to the market, and we have great assets. It should create significant value creation opportunities for our shareholders. And so we're engaged in the market, as you would expect us to be, seeking to identify the way to create the most value for our shareholders. As we've noted, there are acquisition, swap and sale opportunities that can benefit across the board. We have a wide aperture on this. At the end of the day, it is our job to be dispassionate capital allocators and do what's best for the shareholders.

Yes. So Steven, I'll take that one. If you recall last year, I think we were one of the initial companies to identify a bend in the curve of what used to be a steep growth expense line item of programming fees with the networks. As they come up for renewal, there are opportunities to renegotiate and have favorable terms for both parties, quite frankly, on the partnership of those deals. So that continues to play out. Our reverse comp programming fee line item continues to be flattish as we look at year-over-year trends of each of those agreements.

Our next question comes from Pat Sholl with Barrington Research.

I just have a follow-up question on Premion. Just with the exiting of the reseller relationship, can you just maybe talk about, overall, how advertisers view that product with kind of just focus more on the TEGNA footprint and any sort of broader impact that might have within like for national advertisers or wider political buys.

On Premion, something I've shared with you all before is that I've spent a lot of time with our sales team and our customers on Premion. It is a real value to local advertisers who have a relationship with our sales teams and trust our sales teams. They have had that consultative partnership in helping them to reach their audience and fulfill their business objectives on television. Half of the audience left the traditional linear television bundle and went to streaming. We are able to go to those advertisers and offer them not only the reach that they've historically received by buying TV because now they can buy from us both TV and connected TV streaming but also a layer of demographic, psychographic and location-based targeting that helps them to enhance their buy and improve their return on investment. The Premion business is also highly synergistic with the efforts that we've leaned into very hard this year around our owned and operated streaming apps. It's driving significant growth in our total digital unique audience and minutes streamed every month and is creating a real opportunity for us on both fronts. So we're excited about Premion. We are engaged in conversations with folks around expanding the Premion service. As you can imagine, we had a good and constructive partnership with Gray and we're keen to have more like that.

Thank you. I'm showing no further questions at this time. I would now like to turn it back to Mike Steib for closing remarks.

Well, just as always, thank everyone for your interest. We're a year into this journey right now, and I want to reiterate I'm extremely proud of the team. It is difficult to change the strategic and operational pace of execution in the way that's necessary to capture this moment of opportunity, but the gang has really stepped up and I'm really excited about the future. So I thank everybody for your engagement, as always, and talk to you next quarter.

Thank you for your participation in today's conference. This does conclude the program. You may now disconnect.