E.W. SCRIPPS Co

Previous wording

The E.W. Scripps Company (“Scripps”) is a diverse media enterprise that serves audiences and businesses through a portfolio of more than 60 local television stations in 39 markets and national news and entertainment networks. Our local stations have programming agreements with ABC, NBC, CBS and FOX. The Scripps Networks reach nearly every American through national news outlet Scripps News and popular entertainment brands ION, Bounce, Grit, ION Mystery, ION Plus and Laff. All of our local stations and national entertainment networks reach consumers over the air, and we have continued to expand our television networks and local brands on free streaming platforms. We also serve as the longtime steward of one of the nation's largest, most successful and longest-running educational programs, the Scripps National Spelling Bee. Additionally, we provide a television viewing device called Tablo that allows households to watch and record dozens of free, over-the-air and streaming channels anywhere in their home without a subscription.

Current wording

The E.W. Scripps Company (“Scripps”) is a diverse media enterprise that serves audiences and businesses through a portfolio of more than 60 local television stations in 38 markets and national news and entertainment networks. Our local stations have programming agreements with ABC, NBC, CBS and FOX. The Scripps Networks reach nearly every American through national news outlet Scripps News and popular entertainment brands ION, Bounce, Grit, ION Mystery, ION Plus and Laff. All of our local stations and national entertainment networks reach consumers over the air, and we have continued to expand our television networks and local brands on free streaming platforms. We also serve as the longtime steward of one of the nation's largest, most successful and longest-running educational programs, the Scripps National Spelling Bee. Additionally, we provide a television viewing device called Tablo that allows households to watch and record dozens of free, over-the-air and streaming channels anywhere in their home without a subscription.

Previous wording

In February 2026, we notified INYO of our exercise of all of the options. In addition to other customary closing conditions, any transaction would be subject to FCC consent and, in certain cases, waiver of FCC ownership rules. We also have the right to withdraw our exercise of any or all of the options at any time prior to closing without any further obligation other than reimbursing INYO for expenses. Each station is subject to a separate option, so the acquisition of individual station assets may occur at various dates or potentially not occur.

Current wording

In February 2026, we notified INYO of our exercise of all of the options. In addition to other customary closing conditions, any transaction would be subject to FCC consent and, in certain cases, waiver of FCC ownership rules. We also have the right to withdraw our exercise of any or all of the options at any time prior to closing without any further obligation other than reimbursing INYO for expenses. Each station is subject to a separate option, so the acquisition of individual station assets may occur at various dates or potentially not occur. In June 2026, we withdrew the option exercise for six of the INYO television stations to bring an INYO transaction under the national television ownership cap.

Previous wording

The current aggregate purchase price for the exercise of all options is approximately $54 million. However, the purchase price is based on formulas that will be contingent on the respective closing dates of any transactions.

Current wording

The aggregate purchase price for the exercise of options on the 17 INYO stations we have notified for exercise is approximately $47.0 million. However, the purchase price is based on formulas that will be contingent on the respective closing dates of any transactions.

Previous wording

In February 2026, we announced an enterprise-wide transformation plan that is designed to improve operating performance and unlock new value and targets annualized enterprise EBITDA growth of $125 million to $150 million by 2028. We expect to deliver this improved EBITDA run-rate through cost savings and revenue growth initiatives that will leverage technology including artificial intelligence and automation and increase revenue yield on our existing businesses. We currently anticipate annualized EBITDA improvement of about $75 million by the end of 2026.

Current wording

In February 2026, we announced an enterprise-wide transformation plan that is designed to improve operating performance and unlock new value and targets annualized enterprise EBITDA growth of $125 million to $150 million by 2028. We expect to deliver this improved EBITDA run-rate through cost savings and revenue growth initiatives that will leverage technology including artificial intelligence and automation and increase revenue yield on our existing businesses. We currently anticipate annualized EBITDA improvement of about $100 million by the end of 2026.

Previous wording

On March 4, 2026, we reached an agreement to purchase WTVQ, the ABC affiliate in Lexington, Kentucky, for $15.8 million. The transaction will require federal regulatory and other customary approvals and is not expected to close until the back half of 2026. During the first quarter of 2026, we provided a $5.0 million deposit that will be applied against the purchase price at closing. While approval is pending, we are providing certain programming, marketing and related services for WTVQ via a local programming and marketing agreement.

Current wording

On March 4, 2026, we reached agreement to acquire WTVQ, the ABC affiliate in Lexington, Kentucky, for $15.8 million. During the first quarter of 2026, we provided a $5.0 million deposit to be applied against the purchase price at closing. While federal regulatory and other customary approvals were pending, we received revenue from and paid expenses related to WTVQ's operations through a local programming and marketing agreement. The transaction closed August 1, 2026.

Previous wording

On July 7, 2025, we entered into agreements with Gray Media, Inc. (“Gray”), to swap television stations across five markets. Upon completion of the transactions, we will acquire Gray’s KKTV (CBS) in Colorado Springs, Colorado; KKCO (NBC) and low power station KJCT-LP (ABC) in Grand Junction, Colorado; and KMVT (CBS) and low power station KSVT-LD (Fox) in Twin Falls, Idaho. Gray will be acquiring WSYM (Fox) in Lansing, Michigan, and KATC (ABC) in Lafayette, Louisiana. The swap involves the even exchange of comparable assets. As a result, neither company will pay cash consideration to the other. The transaction will close upon satisfaction of closing conditions and necessary regulatory approvals.

Current wording

On May 15, 2026, we completed the transaction with Gray Media, Inc. ("Gray") to swap television stations across five markets. We acquired Gray's KKTV (CBS) in Colorado Springs, Colorado; KKCO (NBC) and low power station KJCT-LP (ABC) in Grand Junction, Colorado; and KMVT (CBS) and low power station KSVT-LD (Fox) in Twin Falls, Idaho. Gray acquired WSYM (Fox) in Lansing, Michigan, and KATC (ABC) in Lafayette, Louisiana. The swap involved the even exchange of comparable businesses. As a result, neither company paid cash consideration to the other.

Previous wording

We did not declare or provide payment for the preferred stock dividend in the first quarter of 2026 or any of the 2025 quarters. The 9% per annum dividend rate on the preferred shares, which compounds quarterly, will be incurred at that rate for the remaining periods that the preferred shares are outstanding. At March 31, 2026, aggregated undeclared and unpaid cumulative dividends totaled $133 million and the redemption value of the preferred stock totaled $766 million. Under the terms of the preferred shares, we are prohibited from paying dividends on and repurchasing our common shares until all preferred shares are redeemed.

Current wording

We did not declare or provide payment for the preferred stock dividend in either quarter of 2026 or any of the 2025 quarters. The 9% per annum dividend rate on the preferred shares, which compounds quarterly, will be incurred at that rate for the remaining periods that the preferred shares are outstanding. At June 30, 2026, aggregated undeclared and unpaid cumulative dividends totaled $150 million and the redemption value of the preferred stock totaled $782 million. Under the terms of the preferred shares, we are prohibited from paying dividends on and repurchasing our common shares until all preferred shares are redeemed.

Previous wording

Operating revenues decreased $7.5 million or 1.4% in the first three months of 2026 when compared to the prior year quarter. Core advertising revenue decreased $17.0 million in the first three months of 2026 when compared to the prior year quarter. This decrease was partially offset by an increase of $6.8 million in political revenue during this election year and an increase of $3.4 million in distribution revenue when compared to the prior year quarter.

Current wording

Operating revenues decreased $49.7 million or 9.2% in the second quarter of 2026 and $57.2 million or 5.4% in the first six months of 2026 when compared to prior periods. Core advertising revenue decreased $46.3 million and $63.3 million in the quarter-to-date and year-to-date periods, respectively. Distribution revenue decreased $31.5 million and $28.0 million in the quarter-to-date and year-to-date periods, respectively. These decreases were partially offset by an increase of $26.6 million and $33.4 million in political revenue during this election year in the quarter-to-date and year-to-date periods, respectively.

Previous wording

Cost of revenues, which is comprised of programming costs and costs associated with distributing our content, decreased $6.4 million or 2.0% in the first three months of 2026 when compared to the prior year quarter. Employee compensation costs decreased $3.0 million in 2026 compared to 2025, reflecting a year-over-year reduction in employee headcount. Syndicated programming decreased $5.5 million in 2026 compared to 2025. Network programming decreased $3.8 million in 2026 compared to 2025, mainly due to a decrease in network affiliation fees. These cost decreases were partially offset by an increase in sports rights fees of $7.1 million in 2026 compared to 2025.

Current wording

Cost of revenues, which is comprised of programming costs and costs associated with distributing our content, decreased $19.6 million or 6.3% in the second quarter of 2026 and $26.0 million or 4.1% in the first six months of 2026 when compared to prior periods. Employee compensation costs decreased $4.9 million and $7.9 million in the quarter-to-date and year-to-date periods, respectively, reflecting a year-over-year reduction in employee headcount. Syndicated programming decreased $6.9 million and $12.4 million in the quarter-to-date and year-to-date periods, respectively. Network programming decreased $11.4 million and $15.2 million in the quarter-to-date and year-to-date periods, respectively, mainly due to a decrease in network affiliation fees. These cost decreases were partially offset by an increase in sports rights fees of $4.4 million and $11.5 million in the quarter-to-date and year-to-date periods, respectively.

Previous wording

Selling, general and administrative expenses are primarily comprised of sales, marketing and advertising expenses, research costs and costs related to corporate administrative functions. Selling, general and administrative expenses increased $8.6 million or 6.3% in the first three months of 2026 when compared to the prior year quarter. Employee compensation costs increased $8.9 million in 2026 compared to 2025, primarily attributed to higher medical claims and increased insurance premiums.

Current wording

Selling, general and administrative expenses are primarily comprised of sales, marketing and advertising expenses, research costs and costs related to corporate administrative functions. Selling, general and administrative expenses increased $3.7 million or 2.6% in the second quarter of 2026 and $12.3 million or 4.4% in the first six months of 2026 when compared to prior periods. Employee compensation costs increased $1.6 million in the second quarter of 2026 and $10.5 million in the first six months of 2026 when compared to prior periods, primarily attributed to higher medical claims and increased insurance premiums. Additionally, legal fees increased $1.8 million and $2.8 million in the quarter-to-date and year-to-date periods, respectively.

Previous wording

Restructuring costs in the first quarter of 2026 and 2025 totaled $0.6 million and $4.1 million, respectively. Restructuring costs in 2026 included severance charges of $0.3 million. Remaining restructuring costs in 2026 included outside consulting fees associated with the enterprise-wide transformation plan. Restructuring costs in the first quarter of 2025 included severance charges of $2.0 million and operating lease exit costs of $2.1 million related to prior strategic reorganization efforts.

Current wording

Restructuring costs in the second quarter of 2026 and 2025 totaled $35.8 million and $0.6 million, respectively. Year-to-date restructuring costs totaled $36.5 million and $4.8 million in 2026 and 2025, respectively. Restructuring costs in 2026 included $12.1 million in asset losses following strategic programming assessments, severance charges of $4.5 million, operating lease exit costs of $3.5 million and contract exit costs of $2.7 million. Remaining 2026 restructuring costs consisted of $13.7 million in outside consulting fees associated with the enterprise-wide transformation plan. Restructuring costs in 2025 included severance charges of $2.6 million and operating lease exit costs of $2.1 million related to prior strategic reorganization efforts.

Previous wording

Depreciation and amortization of intangible assets decreased $3.1 million or 8.1% in the first three months of 2026 when compared to the prior year quarter.

Current wording

Depreciation and amortization of intangible assets decreased $2.1 million or 5.7% in the second quarter of 2026 and $5.3 million or 6.9% in the first six months of 2026 when compared to prior periods.

Previous wording

Interest expense increased $13.2 million in the first three months of 2026 when compared to the prior year quarter. While average outstanding debt balances were lower in the first quarter of 2026 compared to the same period in 2025, higher interest rates contributed to an increase in interest costs incurred on borrowings.

Current wording

Interest expense decreased $4.5 million in the second quarter of 2026 and increased $8.7 million in the first six months of 2026 when compared to prior periods. While average outstanding debt balances were lower in the first six months of 2026 compared to the same period in 2025, higher interest rates contributed to an increase in interest costs incurred on borrowings during the first six months of 2026 when compared to the prior period. The quarter-to-date decrease in interest expense was due to the series of previously announced refinancing transactions that were completed during the second quarter of 2025. As part of the prior year refinancing, we paid off the remaining balances for our term loans that were due to mature in May 2026 and January 2028. In connection with the retirement of these term loans, we wrote off $5.6 million of deferred financing costs to interest expense in the second quarter 2025. We also incurred a $3.0 million loss on the extinguishment of debt when we paid off the remaining balances for our term loans. Additionally, we incurred $38.1 million of non-capitalized transaction costs related to the prior year refinancing. These costs are reflected in the caption "Other financing transaction costs" for the six months ended June 30, 2025.

Previous wording

During the first quarter of 2026, we closed on the sales of Court TV, our local broadcast station, WFTX, in Fort Myers, Florida, and our local broadcast station, WRTV, in Indianapolis, Indiana. We recognized $30.0 million of pre-tax gains from these business sales for the three months ended March 31, 2026.

Current wording

During the first quarter of 2026, we closed on the sales of Court TV, our local broadcast station, WFTX, in Fort Myers, Florida, and our local broadcast station, WRTV, in Indianapolis, Indiana. During the second quarter of 2026, we completed the transaction with Gray Media, Inc. to swap television stations across five markets and recognized a pre-tax gain of $9.3 million. We recognized $38.9 million of pre-tax gains from these business sales for the six months ended June 30, 2026.

Previous wording

The effective income tax rate was 60% and 79% for the three months ended March 31, 2026 and 2025, respectively. Differences between our effective income tax rate and the U.S. federal statutory rate are the impact of state taxes, foreign taxes, non-deductible expenses, changes in reserves for uncertain tax positions, excess tax benefits or expense from the exercise and vesting of share-based compensation awards ($1.1 million benefit in 2026 and $1.9 million expense in 2025), state deferred rate changes ($0.7 million benefit in 2025) and state NOL valuation allowance changes.

Current wording

The effective income tax rate was 4.9% and 5.2% for the six months ended June 30, 2026 and 2025, respectively. Differences between our effective income tax rate and the U.S. federal statutory rate are the impact of state taxes, foreign taxes, non-deductible expenses, changes in reserves for uncertain tax positions, excess tax benefits or expense from the exercise and vesting of share-based compensation awards ($1.7 million benefit in 2026 and $2.1 million expense in 2025), state deferred rate changes ($0.2 million benefit in 2026 and $1.4 million expense in 2025) and state NOL valuation allowance changes. Additionally, in the second quarter of 2026, the income tax provision was impacted by a net discrete tax provision benefit of $23.9 million related to book impairment of tax deductible goodwill.

Previous wording

Local Media —Our Local Media segment includes more than 60 local television stations and their related digital operations. It is comprised of 18 ABC affiliates, 11 NBC affiliates, nine CBS affiliates and three FOX affiliates. We also have 12 independent stations and 10 additional low power stations. Our Local Media segment earns revenue primarily from the sale of advertising to local, national and political advertisers and retransmission fees received from cable operators, telecommunications companies, satellite carriers and over-the-top virtual MVPDs.

Current wording

Local Media —Our Local Media segment includes more than 60 local television stations and their related digital operations. It is comprised of 18 ABC affiliates, 12 NBC affiliates, 11 CBS affiliates and three FOX affiliates. We also have 13 independent stations and 10 additional low power stations. Our Local Media segment earns revenue primarily from the sale of advertising to local, national and political advertisers and retransmission fees received from cable operators, telecommunications companies, satellite carriers and over-the-top virtual MVPDs.

Previous wording

Total Local Media revenues increased $16.2 million or 5.0% in the first three months of 2026 when compared to the prior year quarter. Core advertising revenue increased $7.6 million or 5.8% in 2026 compared to 2025. During this election year, political revenues increased $5.7 million in the first three months of 2026 when compared to the prior year quarter. Distribution revenues increased $2.7 million or 1.5% in 2026 compared to 2025. Distribution revenues were unfavorably impacted by mid-single-digit subscriber declines. These subscriber declines were offset by rate increases, which favorably impacted distribution revenues by 6.6% in the first three months of 2026. In 2025, we completed renewal negotiations on distribution agreements covering approximately 25% of our subscriber households. These renewal rates were effective as of March 31, 2025.

Current wording

Total Local Media revenues decreased $18.2 million or 5.4% in the second quarter of 2026 and $2.0 million or 0.3% in the first six months of 2026 when compared to the prior periods. During this election year, political revenues increased $25.5 million in the second quarter of 2026 and $31.2 million in the first six months of 2026 when compared to the prior periods. Core advertising revenue decreased $11.9 million or 8.7% in the second quarter of 2026 and $4.2 million or 1.6% in the first six months of 2026 when compared to the prior periods. Core advertising revenue in the second quarter of 2025 included $6.8 million of revenue from WRTV and WFTX that were sold in the first quarter of 2026. Distribution revenues decreased $32.1 million or 17% in the second quarter of 2026 and $29.4 million or 7.7% in the first six months of 2026 when compared to the prior periods. The service blackout periods during the contract negotiations with Comcast and DirecTV had a $26.7 million negative impact on second quarter 2026 distribution revenues. Additionally, distribution revenues in the second quarter of 2025 included $11.3 million of revenue from WRTV and WFTX that were sold in the first quarter of 2026. Year-over-year distribution revenues were unfavorably impacted by mid-single-digit subscriber declines. These subscriber declines were offset by rate increases, which favorably impacted distribution revenues by 2.5% and 4.8% in the quarter-to-date and year-to-date periods, respectively. In 2025, we completed renewal negotiations on distribution agreements covering approximately 25% of our subscriber households. These renewal rates were effective as of March 31, 2025.

Previous wording

Scripps Networks revenues, which are primarily comprised of advertising revenues, decreased $22.0 million or 11% in the first three months of 2026 when compared to the prior year quarter. The amount of advertising revenue we earn is a function of the pricing negotiated with advertisers, the number of advertising spots sold and the audience impressions delivered. Lower ratings in our key monetized demographics, magnified by a Nielsen audience measurement methodology change in the first quarter of 2026, unfavorably impacted Scripps Networks revenues by nearly 12%. Lower ratings were partially offset by higher connected TV revenue, which increased revenues by 2.5% in 2026 compared to 2025.

Current wording

Scripps Networks revenues, which are primarily comprised of advertising revenues, decreased $33.9 million or 16% in the second quarter of 2026 and $55.8 million or 14% in the first six months of 2026 when compared to prior periods. The amount of advertising revenue we earn is a function of the pricing negotiated with advertisers, the number of advertising spots sold and the audience impressions delivered. Scripps Networks revenues had a net decrease of $8.5 millionin the second quarter of 2026 and $12.9 million in the first six months of 2026 due to the first quarter sale of Court TV. Lower ratings in our key monetized demographics, magnified by a Nielsen audience measurement methodology change late in the first quarter of 2026, unfavorably impacted Scripps Networks revenues by 9.2% and 11% in the quarter-to-date and year-to-date periods, respectively. Lower pricing for direct response market advertising unfavorably impacted Scripps Networks revenues by 7.9% and 6.8% in the quarter-to-date and year-to-date periods, respectively. These unfavorable impacts were partially offset by higher connected TV revenue, which increased revenues by 3.8% and 3.5% in the quarter-to-date and year-to-date periods, respectively.

Previous wording

At March 31, 2026, we had a $208 million revolving credit facility, which matures on July 7, 2027, and an accounts receivable securitization facility, scheduled to terminate on April 10, 2028, with aggregate commitments of up to $450 million. The maximum availability allowed for the securitization facility is limited by our eligible accounts receivable balances.

Current wording

At June 30, 2026, we have a revolving credit facility with commitments of up to $200 million, maturing on July 7, 2029, and a non-extended revolving credit facility with commitments of up to $8.0 million, maturing on July 7, 2027. Additionally, we have an accounts receivable securitization facility, scheduled to terminate on April 10, 2028, with aggregate commitments of up to $450 million. The maximum availability allowed for the securitization facility is limited by our eligible accounts receivable balances.

Previous wording

Our primary source of liquidity is our available cash and borrowing capacity under our revolving credit facilities and securitization facility. Our primary source of cash is generated from our ongoing operations and can be affected by various risk and uncertainties. As of March 31, 2026, we had $83.7 million of unrestricted cash on hand and $179 million of additional borrowing capacity under our revolving credit facility and securitization facility. As of March 31, 2026, we had $20.0 million outstanding under our credit facility and the maximum availability allowed and amount outstanding under the securitization facility was $322 million. Based on our current business plan, we believe our cash flow from operations will provide sufficient liquidity to meet the Company’s operating needs for the next 12 months.

Current wording

Our primary source of liquidity is our available cash and borrowing capacity under our revolving credit facilities and securitization facility. Our primary source of cash is generated from our ongoing operations and can be affected by various risk and uncertainties. As of June 30, 2026, we had $13.0 million of unrestricted cash on hand and $221 million of additional borrowing capacity under our revolving credit facilities and securitization facility. As of June 30, 2026, we had no borrowings outstanding under our credit facilities and we had $314 million outstanding under the securitization facility, with a maximum availability allowed of $336 million. Based on our current business plan, we believe our cash flow from operations will provide sufficient liquidity to meet the Company’s operating needs for the next 12 months.

Previous wording

Cash provided by investing activities was $119 million in 2026 compared to cash used in investing activities of $9.9 million in 2025. Investing activities in 2026 include $127 million in net cash proceeds received from the sales of Court TV, our local broadcast station, WFTX, in Fort Myers, Florida, and our local broadcast station, WRTV, in Indianapolis, Indiana, which all closed in the first quarter of 2026. Investing activities in 2026 also reflect $3.2 million in capital expenditures and $5.0 million for a business acquisition deposit related to our agreement to purchase WTVQ, the ABC affiliate in Lexington, Kentucky. Investing activities in 2025 reflect $6.8 million in cash used for investment purchases and $5.1 million in capital expenditures.

Current wording

Cash provided by investing activities was $102 million in 2026 compared to $16.5 million in 2025. Investing activities in 2026 include $127 million in net cash proceeds received from the sales of Court TV, our local broadcast station, WFTX, in Fort Myers, Florida, and our local broadcast station, WRTV, in Indianapolis, Indiana, which all closed in the first quarter of 2026. Investing activities in 2026 also reflect $19.7 million in capital expenditures and $5.0 million for a business acquisition deposit related to our agreement to purchase WTVQ, the ABC affiliate in Lexington, Kentucky. Investing activities in 2025 reflect $40.0 million of cash proceeds from the sale of our West Palm television station building, $6.9 million in cash used for investment purchases and $17.2 million in capital expenditures.

Previous wording

Cash used in financing activities was $55.6 million in 2026 compared to cash provided by financing activities of $13.3 million in 2025. During the first three months of 2026, we had $20.0 million of net borrowings under our revolving credit facility, had net payments of $38.8 million under our accounts receivable securitization facility and made principal pre-payments of $30.6 million on our term loans. During the first three months of 2025, we had net debt proceeds of $25.0 million, reflecting borrowings under our revolving credit facility. The net debt proceeds in 2025 were partially offset by financing cost payments of $5.8 million.

Current wording

Cash used in financing activities was $123 million in 2026 compared to cash provided by financing activities of $5.1 million in 2025. As of June 30, 2026, we had no borrowings outstanding under our revolving credit facilities. During the first six months of 2026, we had net payments of $47.6 million under our accounts receivable securitization facility, made principal pre-payments of $60.6 million on our term loans and paid $6.4 million in deferred financing costs. During the first six months of 2025, we had net debt proceeds of $70.0 million under our revolving credit facilities, $885 million of proceeds from the issuance of new long-term debt under the April 10, 2025 credit agreement and net proceeds of $366 million under our accounts receivable securitization facility. During the first six months of 2025, we made payments on long-term debt of $1.3 billion to pay down our May 2026 and January 2028 term loans. In connection with the refinancing transactions in the second quarter of 2025, we paid $43.2 million in deferred financing costs and $2.8 million in debt extinguishment costs.

Previous wording

Under the terms of our credit agreement, we have a revolving credit facility with aggregate commitments of up to $208 million due July 7, 2027. As of March 31, 2026, we had $20.0 million outstanding under our credit facility. In connection with the credit agreement, we have an outstanding balance of $588 million on our term loans as of March 31, 2026. We do not have any annual required principal payments on these term loans for the next 12 months.

Current wording

Under the terms of our amended credit agreement, we have a revolving credit facility with commitments of up to $200 million, maturing on July 7, 2029, and a non-extended revolving credit facility with commitments of up to $8.0 million, maturing on July 7, 2027. As of June 30, 2026, we had no outstanding borrowings under our credit facilities. In connection with the credit agreement, we have an outstanding balance of $558 million on our term loans as of June 30, 2026. We do not have any annual required principal payments on these term loans for the next 12 months.

Previous wording

On April 10, 2025, we entered into a three-year accounts receivable securitization facility, scheduled to terminate April 10, 2028, with aggregate commitments of up to $450 million. The maximum availability allowed is limited by our eligible accounts receivable balances, as defined under the terms of the securitization facility. As of March 31, 2026, the maximum availability allowed and amount outstanding under the securitization facility was $322 million.

Current wording

On April 10, 2025, we entered into a three-year accounts receivable securitization facility, scheduled to terminate April 10, 2028, with aggregate commitments of up to $450 million. The maximum availability allowed is limited by our eligible accounts receivable balances, as defined under the terms of the securitization facility. As of June 30, 2026, we had $314 million outstanding under the securitization facility, with a maximum availability allowed of $336 million.

Previous wording

Our notes do not have maintenance covenants. The credit agreement contains covenants to comply with a maximum first lien net leverage ratio. For the $208 million revolving credit facility, we must comply with a maximum first lien net leverage ratio of 3.50 to 1.0 through September 30, 2026, at which point it steps down to 3.25 times for the fiscal quarter ended December 31, 2026, and thereafter. As of March 31, 2026, we were in compliance with our financial covenants.

Current wording

Our notes do not have maintenance covenants. The credit agreement contains covenants to comply with a maximum first lien net leverage ratio. For the revolving credit facilities, we must comply with a maximum first lien net leverage ratio of 3.50 to 1.0 through September 30, 2026, at which point it steps down to 3.25 times for the fiscal quarter ended December 31, 2026, and thereafter. As of June 30, 2026, we were in compliance with our financial covenants.

Previous wording

On January 7, 2021 we issued 6,000 shares of series A preferred stock, having a face value of $100,000 per share. The preferred shares are perpetual and will be redeemable at the option of the Company beginning on the fifth anniversary of issuance, and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the preferred shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or not declared). We did not declare or provide payment for the preferred stock dividend in the first quarter of 2026 or any of the 2025 quarters. At March 31, 2026, aggregated undeclared and unpaid cumulative dividends totaled $133 million and the redemption value of the preferred stock totaled $766 million. In connection with the issuance of the preferred shares, Berkshire Hathaway also received a warrant to purchase up to 23.1 million Class A shares, at an exercise price of $13 per share.

Current wording

On January 7, 2021 we issued 6,000 shares of series A preferred stock, having a face value of $100,000 per share. The preferred shares are perpetual and will be redeemable at the option of the Company beginning on the fifth anniversary of issuance, and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the preferred shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or not declared). We did not declare or provide payment for the preferred stock dividend in either quarter of 2026 or any of the 2025 quarters. At June 30, 2026, aggregated undeclared and unpaid cumulative dividends totaled $150 million and the redemption value of the preferred stock totaled $782 million. In connection with the issuance of the preferred shares, Berkshire Hathaway also received a warrant to purchase up to 23.1 million Class A shares, at an exercise price of $13 per share.

Previous wording

During the remainder of 2026, we anticipate contributing an additional $1.0 million to fund the SERPs' benefit payments and we have required pension plan contributions totaling $4.4 million.

Current wording

During the remainder of 2026, we anticipate contributing an additional $0.7 million to fund the SERPs' benefit payments and we have required pension plan contributions totaling $4.7 million.