What changed in this filing

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Item 1. Business

2021-02-26 compared with 2020-02-28 · 215 added, 116 removed, 162 unchanged (67% of the section changed)

We are an 141-year-old media enterprise with interests in local and national media brands.

We are a 142-year-old media enterprise with interests in local and national media brands.

Founded in 1878, our motto is "Give light and the people will find their own way." Our mission is to do well by doing good — creating value for customers, employees and owners by informing, engaging and empowering those we serve.

We serve audiences and businesses in our Local Media division through a portfolio of local television stations and their associated digital media products.

We are the fourth-largest independent owner of local television stations, with 60 stations in 42 markets that reach about 31% of U.S.

We are one of the nation's largest independent owners of local television stations, with 61 stations in 41 markets that reach about 25% of U.S.

television households.

We have affiliations with all of the “Big Four” television networks as well as the CW and MyNetworkTV networks.

In our National Media division, we operate national brands including podcast industry-leader Stitcher and its advertising network Midroll Media;

next-generation national news network Newsy;

five national multicast networks - Bounce, Grit, Laff, Court TV and Court TV Mystery - that make up the Katz Network s;

We operate national brands including next-generation national news network Newsy;

five national multicast networks - Bounce, Grit, Laff, Court TV and Court TV Mystery - that make up the Katz networks;

and Triton, a global leader in digital audio technology and measurement services.

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For a full listing of our outlets, visit http://www.scripps.com.

In our Local Media division, recent acquisitions have strengthened our economic durability, quadrupled the number of No.1 and No.2-ranked stations we operate and more than doubled the number of markets where we operate two stations.

We have further expanded our attractive political advertising footprint and added new large markets.

We now own 26 stations in the top 50 Nielsen Designated Market Areas.

Effective January 1, 2019, we acquired ABC-affiliated stations in Waco, Texas and Tallahassee, Florida.

On May 1, 2019, we acquired from Cordillera Communications, Inc.

15 television stations serving 10 markets.

On September 19, 2019, we acquired eight television stations in seven markets from the Nexstar Media Group, Inc.

transaction with Tribune Media Company.

In order to fund these acquisitions, we issued a $765 million term loan B in May 2019 and $500 million of senior unsecured notes in July 2019.

As a result, our focus is now on integrating the stations we acquired.

We are committed to the continued investment in our national media businesses for long-term growth.

We continue to increase our Newsy audience, Stitcher podcast listeners and Katz U.S.

household reach through our investment in and creation of quality content.

On May 8, 2019, Court TV launched as a fifth over-the-air network operated by Katz, available for cable, satellite and over-the-air and over-the-top carriage.

This network is devoted to live, gavel-to-gavel coverage, in-depth legal reporting and expert analysis of the nation's most important and compelling trials.

On June 10, 2019, we completed the acquisition of Omny Studio, which is a Melbourne, Australia-based podcasting software-as-a-service company now operating as part of Triton.

On September 30, 2019, Katz rebranded its popular and widely available network, Escape, as Court TV Mystery, which targets women 25-54 with programming anchored in true-crime.

These rapidly growing national media brands are attracting large audiences and new advertisers.

Additionally, we deliver value to shareholders through our quarterly 5 cents per share dividend.

Dividends paid totaled $16.4 million during 2019.

We intend to pay regular quarterly cash dividends for the foreseeable future.

All subsequent dividends will be reviewed quarterly and declared by the Board of Directors at its discretion.

The declaration and payment of future dividends will be dependent upon, among other things, the Company's financial position, results of operations, cash flow and other factors.

We completed the acquisition of ION Media Networks, Inc.

(“ION”) on January 7, 2021, for $2.65 billion.

ION is a national broadcast television network that delivers popular crime and justice procedural programming to more than 100 million U.S.

homes through its over-the-air broadcast and pay TV platforms.

To comply with ownership rules of the Federal Communications Commission, we simultaneously divested 23 of ION's television stations, which were purchased by INYO Broadcast Holdings, LLC upon completion of the acquisition.

These divested stations became independent affiliates of ION pursuant to long-term affiliation agreements.

As a result of the acquisition and related divestitures, ION's programming is delivered through 48 owned and operated stations and 63 independent ION affiliated stations.

The acquisition of ION enables us to create a full-scale national television networks business.

By combining ION with the Katz networks and Newsy, the new Scripps Networks will reach nearly every American through free over-the-air broadcast, cable/satellite, over-the-top and digital distribution, with multiple advertising-supported programming streams.

The ION network airs on primary channels in its owned and operated markets and on digital subchannels in its affiliates’ markets.

Our five Katz networks air on digital subchannels on our and other broadcasters stations.

The ION transaction was financed with a combination of cash, debt financing and preferred equity financing, including Berkshire Hathaway's $600 million preferred equity investment in Scripps.

Berkshire Hathaway did not receive any board seats or other governance rights with the preferred equity investment.

Berkshire Hathaway also received a warrant to purchase up to 23.1 million Class A shares, at an exercise price of $13 per share.

During 2020, we also reached an agreement to sell our Stitcher podcast business for $325 million, with $265 million of cash upfront;

earnout of up to $30 million based on 2020 financial results and paid in 2021;

and earnout of up to $30 million based on 2021 financial results and paid in 2022.

The transaction closed on October 16, 2020.

During the first quarter of 2021, our Board of Directors approved the sale of our Triton business.

On February 16, 2021, we signed a definitive agreement to sell the business for $230 million.

The transaction is expected to close in the second quarter of 2021 upon satisfaction of normal and customary closing conditions and regulatory approval.

Financial information for each of our business segments can be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Notes to Consolidated Financial Statements of this Form 10-K.

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We have operated broadcast television stations since 1947, when we launched Ohio’s first television station, WEWS, in Cleveland.

Today, our television station group reaches approximately 31% of the nation’s television households and includes 18 ABC affiliates, 11 NBC affiliates, nine CBS affiliates and four FOX affiliates.

We also have 13 CW affiliates - five on full power stations and eight on multicast;

two MyNetwork TV affiliates;

two independent stations and nine additional low power stations.

Our television station group reaches approximately 25% of the nation’s television households and included 18 ABC affiliates, 11 NBC affiliates, nine CBS affiliates and four FOX affiliates.

We also had 12 CW affiliates - four on full power stations and eight on multicast;

two MyNetworkTV affiliates;

three independent stations and 10 additional low power stations.

We produce high-quality news, information and entertainment content that informs and engages our local communities.

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• The List, an Emmy-award winning infotainment show, is available in 41 markets reaching viewers in approximately 34 percent of the country.

The Race is a weekly show that focuses on the issues impacting Americans as we close in on the 2020 election.

We avoid the political fights of the day and travel coast to coast talking to Americans about their lives.

• The Race is a weekly show that focuses on the issues impacting Americans as we face a quickly changing economy and nation.

We travel coast to coast talking to Americans about their lives.

It is real people talking about real issues.

This show is available in more than 50 markets.

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Information concerning our full-power television stations, their network affiliations and the markets in which they operate is as follows:

Affiliation Agreement

Market Rank (1)

Station Rank in Market (3)

New York, Ch.

Cleveland, Ch.

Indianapolis, Ch.

Baltimore, Ch.

Nashville, Ch.

San Diego, Ch.

Salt Lake City, Ch.

Kansas City, Ch.

Milwaukee, Ch.

Station Market Network

Channel Affiliation Agreement

Expires in FCC

in Market Rank (1) Stations

Market (2) Station Rank in Market (3) Percentage

in Mkt (4) Average

KNXV-TV Phoenix, Ch.

15 ABC/15 2022 2022 11 13 3 1.8% 5

KASW -TV Phoenix, Ch.

61 CW/27 2021 2022 11 13 11 1.8% 1

WFTS-TV Tampa, Ch.

28 ABC/29 2022 2021 13 13 4 1.7% 4

WMYD-TV Detroit, Ch.

20 MY/21 2021 2021 15 10 7 1.5% 1

WXYZ-TV Detroit, Ch.

7 ABC/41 2022 2021 15 10 2 1.5% 8

KMGH-TV Denver, Ch.

7 ABC/7 2022 2022 16 12 3 1.5% 5

KCDO-TV Denver, Ch.

3 Ind/3 N/A 2022 16 12 N/A 1.5% N/A

WSFL-TV Miami, Ch.

39 CW/27 2021 2021 18 14 10 1.4% 1

WEWS-TV Cleveland, Ch.

5 ABC/15 2022 2021 19 9 2 1.3% 7

WRTV-TV Indianapolis, Ch.

6 ABC/25 2022 2021 25 9 4 1.0% 4

KGTV-TV San Diego, Ch.

10 ABC/10 2022 2022 27 12 3 0.9% 5

WMAR-TV Baltimore, Ch.

2 ABC/38 2022 2028 28 10 4 0.9% 3

WTVF-TV Nashville, Ch.

5 CBS/25 2021 2021 29 11 1 0.9% 12

KSTU-TV Salt Lake City, Ch.

13 FOX/28 2022 2022 30 12 3 0.9% 6

KMCI-TV Kansas City, Ch.

38 Ind./41 N/A 2022 34 12 8 0.8% 1

KSHB-TV Kansas City, Ch.

41 NBC/42 2021 2022 34 12 4 0.8% 5

WCPO-TV Cincinnati, Ch.

9 ABC/22 2022 2021 36 9 3 0.8% 6

WTMJ-TV Milwaukee, Ch.

4 NBC/28 2021 2021 37 13 3 0.8% 6

Palm Beach, Ch.

5 NBC/12 2021 2021 39 9 1 0.7% 8

Palm Beach, Ch.

Cincinnati, Ch.

Las Vegas, Ch.

Grand Rapids, Ch.

Fort Myers/Naples, Ch.

Richmond, Ch.

Lexington, Ch.

Green Bay/Appleton, Ch.

Colorado Springs, Ch.5

Tallahassee, Ch.

Lafayette, Ch.

Bakersfield, Ch.

San Luis Obispo, Ch.

Corpus Christi, Ch.

Missoula, Ch.

Billings, Ch.

Butte-Bozeman, Ch.

Great Falls, Ch.

9 Ind/34 N/A 2021 39 9 N/A 0.7% N/A

KTNV-TV Las Vegas, Ch.

13 ABC/13 2022 2022 40 13 4 0.7% 4

WXMI-TV Grand Rapids, Ch.

17 FOX/19 2022 2021 41 8 3 0.6% 5

WGNT-TV Norfolk, Ch.

27 CW/50 2021 2028 46 8 5 0.6% 2

WTKR-TV Norfolk, Ch.

3 CBS/40 2022 2028 46 8 2 0.6% 8

WKBW-TV Buffalo, Ch.

7 ABC/38 2022 2023 53 8 3 0.5% 5

WFTX-TV Fort Myers/Naples, Ch.

4 FOX/35 2022 2021 54 14 4 0.5% 4

WTVR-TV Richmond, Ch.

6 CBS/25 2022 2028 56 9 1 0.5% 8

KJRH-TV Tulsa, Ch.

2 NBC/8 2021 2022 61 11 4 0.5% 4

WLEX-TV Lexington, Ch.

18 NBC/39 2021 2021 63 8 2 0.4% 9

KWBA-TV Tucson, Ch.

58 CW/44 2021 2022 64 12 7 0.4% 1

KGUN-TV Tucson, Ch.

9 ABC/9 2022 2022 64 12 3 0.4% 5

WGBA-TV Green Bay/Appleton, Ch.

26 NBC/41 2021 2021 69 9 4 0.4% 3

WACY-TV Green Bay/Appleton, Ch.

32 MY/27 2021 2021 69 9 7 0.4% 1

KMTV-TV Omaha, Ch.

3 CBS/45 2022 2022 72 9 4 0.4% 5

KOAA-TV Colorado Springs, Ch.5 NBC/42 2021 2022 82 11 3 0.3% 7

KXXV-TV Waco, Ch.25 ABC/26 2022 2022 83 7 1 0.3% 5

KIVI-TV Boise, Ch.

6 ABC/24 2022 2022 101 9 3 0.3% 5

WTXL-TV Tallahassee, Ch.

27 ABC/27 2022 2021 108 9 2 0.2% 5

WSYM-TV Lansing, Ch.

47 FOX/38 2022 2021 115 8 4 0.2% 3

KSBY-TV San Luis Obispo, Ch.

6 NBC/15 2021 2022 121 11 1 0.2% 9

KATC-TV Lafayette, Ch.

3 ABC/28 2022 2021 122 9 2 0.2% 8

KERO-TV Bakersfield, Ch.

23 ABC/10 2022 2022 125 11 3 0.2% 4

KRIS-TV Corpus Christi, Ch.

6 NBC/13 2021 2022 130 12 2 0.2% 8

KPAX-TV Missoula, Ch.

8 CBS/7 2021 2022 161 6 1 0.1% 9

KTVQ-TV Billings, Ch.

2 CBS/10 2021 2022 167 7 1 0.1% 12

KXLF-TV Butte-Bozeman, Ch.

4 CBS/5 2021 2022 185 6 1 0.1% 11

KRTV-TV Great Falls, Ch.

3 CBS/7 2021 2022 192 6 1 0.1% 11

KTVH-TV Helena, Ch.

12 NBC/12 2021 2022 205 6 2 —% 7

All market and audience data is based on the October 2020 Nielsen survey and 2021 Nielson HH Universe Estimates.

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(1) Market rank represents the relative size of the television market in the United States.

Stations in Market represents stations within the Designated Market Area per the Nielsen survey excluding public broadcasting stations, satellite stations, and low-power stations.

(2) Stations in Market represents stations within the Designated Market Area per the Nielsen survey excluding public broadcasting stations, satellite stations, and low-power stations, including filtering out spill from other markets.

(3) Station Rank in Market is based on Average Share as described in (5).

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Historically, we have been successful in renewing our FCC licenses.

Additionally, we operate 11 low-power stations and one full-power satellite station.

Revenue cycles and sources

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Because of the cyclical nature of each political election cycle, there has been a significant difference in our operating results when comparing the performance in even-numbered years to that in odd-numbered years.

Additionally, our operating

results are impacted by the number, importance and competitiveness of individual political races and issues discussed in our local markets.

Additionally, our operating results are impacted by the number, importance and competitiveness of individual political races and issues discussed in our local markets.

Retransmission Revenues

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The MVPDs are cable operators, telecommunication companies and satellite carriers who pay us to offer our programming to their customers.

We expect to renew MVPD contracts covering 41% of our subscriber base in 2020 and an additional 18% by the end of 2021.

In addition to the renewals for 2020, we will begin to receive retransmission fees from Comcast for nine of our television stations for which we have historically received little to no compensation.

We renegotiated three key retransmission consent contracts in 2020.

Additionally, our agreement with Comcast reset, and for those stations we owned prior to 2019, we began to receive retransmission fees for which we had historically received little to no compensation.

We also receive fees from over-the-top virtual MVPDs such as Hulu, YouTubeTV and AT&T Now.

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Broadcast licenses are granted for a term of up to eight years and are renewable upon request, subject to FCC review of the licensee's performance.

All the Company’s applications for license renewal during the current renewal cycle have been granted for full terms.

While there can be no assurance regarding the renewal of our broadcast licenses, we have never had a license revoked, have never been denied a renewal, and all previous renewals have been for the maximum term.

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In particular, that rule’s requirement that eight independent local television station “voices” should remain after any merger and the prohibition against common ownership of two of the four most-viewed stations in a market have been reinstated.

Prior to the court’s vacating this rule change, Scripps was permitted to acquire two stations that were in the “top-four” at the time--Stations WTKR and WGNT in the Norfolk-

Portsmouth-Newport News, VA market.

Prior to the court’s vacating this rule change, Scripps was permitted to acquire two stations that were in the “top-four” at the time--Stations WTKR and WGNT in the Norfolk-Portsmouth-Newport News, VA market.

While the reviewing court also rejected the FCC’s determination that stations in joint advertising sales agreements should not be treated as if they were under common ownership, stations already in such joint sales agreements enjoy a congressionally directed “grandfathered” status that permits continuation of these arrangements.

Stations WSYM-TV, Lansing, Michigan, and KRIS-TV, Corpus Christi, Texas, are parties to such joint advertising agreements.

WSYM-TV, Lansing, Michigan, and KRIS-TV, Corpus Christi, Texas, are parties to such joint advertising agreements.

These court-ordered rule changes remain subject to further judicial review.

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This proceeding remains open.

Scripps' recent acquisition of ION brought the Company's national audience reach to 38.9% of television households.

In December 2018, the FCC began another of its statutorily required reviews of its multiple ownership rule, including a broad review of whether all the current local radio and television rules continue to serve the public interest.

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In order to provide additional spectrum for mobile broadband and other services, the FCC in 2017 conducted an incentive spectrum auction in which some television broadcasters agreed to voluntarily give up spectrum in return for a share of the auction proceeds.

No Scripps station will be going off-air or relinquishing a current UHF-band allocation for a VHF-band allocation as a result of the auction, but 27 Scripps full-power and Class A stations and many of Scripps' low-power and translator stations are relocating to new channels in the reduced broadcast spectrum band.

Broadcasters are concerned that the FCC’s approach to the post-auction “repacking” of the remaining television stations into this reduced broadcast spectrum may not adequately protect stations’ over-the-air services.

Broadcasters also are particularly concerned that the FCC’s post-auction plans will not provide sufficient time to complete the repacking before the sold spectrum will be authorized for wireless use.

Implementing the post-auction changes will be complicated and costly, and stations located near the Canadian and Mexican borders may be at particular risk of service loss due to the need to coordinate international frequency use.

Despite warnings about difficulties, such as weather delays and a lack of available qualified tower and equipment installation crews, the FCC has expressed confidence that adequate time will be available to complete the repacking, and it has imposed a “hard” deadline that could require a station to cease broadcasting on its existing frequency even though an alternative facility is not yet ready to provide its over-the-air service.

Broadcasters are currently testing a new voluntary digital television standard, ATSC 3.0.

This Internet-protocol based transmission system will permit television stations to offer enhanced and innovative services coupled with much improved broadcast signal reception, particularly by mobile devices.

No Scripps station went off-air or relinquished a UHF-band allocation for a VHF-band allocation as a result of the auction, but many of Scripps' full-power, Class A, and low-power and translator stations relocated to new channels in the reduced broadcast spectrum band.

All Scripps stations completed this transition timely.

Broadcasters are currently beginning to deploy a new voluntary digital television standard, ATSC 3.0.

This Internet-protocol based transmission system permits television stations to offer enhanced and innovative services coupled with much improved broadcast signal reception, particularly by mobile devices.

The new standard, however, is incompatible with both existing television receivers and with a station’s ability to continue offering its service via the current ATSC 1.0 digital standard.

To avoid loss of service to those viewers who lack a new receiver, stations switching to ATSC 3.0 will be required to arrange for a local station that continues to use the current 1.0 standard to air (on a subchannel) programming “substantially similar” to that offered by the switching station on its 3.0 channel.

To avoid loss of service to those viewers who lack a new receiver, stations switching to ATSC 3.0 are required to arrange for a local station that continues to use the current 1.0 standard to air (on a subchannel) programming “substantially similar” to that offered by the switching station on its 3.0 channel.

In return, the 3.0 station could host the 3.0 signal of its 1.0 “host” station.

This “simulcasting” requirement will sunset in July 2023, unless extended by the FCC.

Scripps Station KNXV-TV is participating in a market test of the new transmission system in Phoenix, AZ.

Scripps stations in several markets are operating with the new transmission system.

The FCC remains committed to permitting increased non-broadcast spectrum use in the “white spaces” between television stations' protected service areas despite broadcasters’ concerns about the possibility of harmful interference to their existing service and to the potential for innovative uses of their broadcast spectrum in the future.

In connection with the auction process, the FCC may further reduce the spectrum available for television broadcasting by reserving a 6 MHz channel in each market for non-broadcast, unlicensed services (including wireless microphones).

The repacking of television broadcast spectrum and the reservation of spectrum in the “broadcast” band for interference-protected non-broadcast services could have a particularly adverse effect on the ability of low-power and translator television stations to offer service since these stations may not be able to find space to operate in the reduced band and they enjoy only “secondary” status that offers no protection from interference caused by a full-power station.

In connection with the auction process, the FCC announced that it might further reduce the spectrum available for television broadcasting by reserving a 6 MHz channel in each market for non-broadcast, unlicensed services (including wireless microphones).

The reservation of spectrum in the “broadcast” band for interference-protected non-broadcast services could have a particularly adverse effect on the ability of low-power and translator television stations to offer service since these stations may not be able to find space to operate in the reduced band and they enjoy only “secondary” status that offers no protection from interference caused by a full-power station.

We cannot predict the effect of these proceedings on our offering of digital television service or our business.

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Similarly, satellite carriers, upon request, are required to carry the signal of those television stations that request carriage and that are located in markets in which the satellite carrier chooses to retransmit at least one local station, and satellite carriers cannot carry a broadcast station without its consent.

The Company has elected to negotiate retransmission consent agreements with cable operators and satellite carriers for both our network-affiliated stations and our independent stations, although two recently acquired stations, elected “must-carry” status under their previous ownership.

While the Commission is not actively proceeding with its reexamination of the standards that might trigger the agency’s intervention in retransmission consent negotiations to enforce the obligation of the parties to negotiate in “good faith,” this rulemaking docket remains open.

A related agency proceeding also remains open that looks toward the possible elimination of the “network nonduplication” and “syndicated exclusivity” rules that permit broadcasters to enforce certain contractual programming exclusivity rights through the FCC's processes rather than by judicial proceedings.

We cannot predict the outcome of these proceedings or their possible impact on the Company.

The Company has elected to negotiate retransmission consent agreements with cable operators and satellite carriers for both our network-affiliated stations and our independent stations.

Prior to the Company’s recent acquisition of ION, only two Scripps stations elected “must-carry” status, but all 48 ION stations rely on “must carry” to ensure carriage.

The Commission continues to accept comments in connection with proceedings first opened in 2010 to reexamine the standards that govern retransmission consent negotiations and the obligation of parties to negotiate in “good faith.” We cannot predict the outcome of these proceedings or their possible impact on the Company.

Other proceedings before the FCC and the courts have reexamined the policies that protect television stations' rights to control the distribution of their programming within their local service areas.

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NATIONAL MEDIA

Our National Media segment represents our collection of national and international businesses including Katz, Stitcher, Newsy and Triton.

These businesses compete on emerging platforms and marketplaces where there is significant growth in both audience and revenue, such as over-the-top (OTT) and over-the-air (OTA) video and digital audio.

OTT refers to the delivery of content over the internet which can be assessed through apps on internet-connected devices such as set-top boxes (such as Roku or Apple TV), smartphones, smart TVs and tablets.

In 2020, our National Media segment represented our collection of national and international businesses including Katz, Newsy and Triton.

These businesses compete on emerging platforms and in marketplaces where there is significant growth in both audience and revenue, such as over-the-top (OTT) and over-the-air (OTA) video and digital audio.

OTT refers to the delivery of content over the internet which can be accessed through apps on internet-connected devices such as set-top boxes (such as Roku or Apple TV), smartphones, smart TVs and tablets.

OTA content can be viewed using antennas or through a cable subscription.

Digital audio is on-demand, streaming music or spoken-word programming that can be subscription based or advertising supported.

Our digital audio businesses serve consumers, publishers and advertisers by providing a suite of services including content production and distribution, technology, sales, and measurement.

Digital audio is on-demand, streaming music or spoken-word programming that can be accessed by consumers through web, mobile and OTT platforms.

Katz operates five national multicast networks — Bounce, Grit, Laff, Court TV and Court TV Mystery.

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and Court TV Mystery targets women with programming anchored in true-crime.

Each of these Nielsen rated networks reaches approximately 90 percent or more of all U.S.

Each network reaches approximately 90 percent or more of all U.S.

households as reported by Nielsen.

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In the scatter market, advertisers buy their spots closer to the time when the spots will run.

The mix of upfront and scatter market advertising

time sold is based upon the economic conditions at the time the upfront sales take place, impacting the sell-out levels management is willing or able to obtain.

The mix of upfront and scatter market advertising time sold is based upon the economic conditions at the time the upfront sales take place, impacting the sell-out levels management is willing or able to obtain.

The demand in the scatter market then impacts the pricing achieved for our remaining advertising inventory.

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Due to increased demand in the spring and holiday seasons, the second and fourth quarters normally have higher advertising revenues than the first and third quarters.

Katz programming is primarily distributed by reaching carriage agreements with local television broadcasters and cable and satellite providers to carry one or more of the Katz networks on their digital subchannels.

Katz programming is primarily distributed by reaching carriage agreements with local television broadcasters and cable and satellite providers to carry one or more of the Katz networks.

Katz generally pays a fixed fee for these carriage rights over contract terms of three to five years.

For programming, Katz enters into agreements to license existing programming and movies, as well as to produce several original shows.

Stitcher creates original podcasts, operates multiple content networks that each target a specific genre and audience and provides podcast ad agency services that generate revenue for about 300 shows.

A podcast is a digital audio recording in spoken-word format, usually part of a themed series, which is downloaded or streamed most often to mobile devices.

In 2018, it’s estimated that 73 million Americans listened to a podcast at least monthly.

Stitcher also provides a mobile app listening platform where consumers can stream the latest in news, sports, talk, and entertainment on demand.

We expect to make continued investments in our Stitcher app, with the objective of creating a best-in-class user experience for the podcast listener and advertiser.

Stitcher, through its Midroll Media advertising network, earns revenue by acting as a sales and marketing representative to connect advertisers and specific podcasts based on the advertiser's desired target audience.

Stitcher also earns revenue from the sale of advertising on its original podcasts and within the Stitcher app.

Stitcher creates and distributes original podcasts through platforms such as its Stitcher app and the iPhone podcast app.

Stitcher earns subscription revenue from the Stitcher Premium subscription service for which users pay a standard monthly or annual fee for access to premium content and ad-free archived podcast episodes.

Newsy is our national news network focused on bringing perspective and analysis to reporting on world and national news, including politics, entertainment, science and technology.

It is targeted toward a younger audience.

Newsy's cable programming lineup includes ten hours of daily live news coverage consisting of shows such as the evening newsmagazine “The Why,” the morning show “The Day Ahead,” and the newsmaker spotlight program “30 Minutes With.” Newsy also produces investigative reports and documentaries.

In 2017, we expanded Newsy's distribution to include cable, and at the end of 2019, we had agreements with cable and satellite operators to carry Newsy in more than 36 million households.

Newsy is our national news network focused on bringing, to a younger audience, perspective and analysis on world and national news, including politics, entertainment, science and technology.

Newsy's cable programming lineup includes eight hours of daily live news coverage consisting of shows such as the evening newsmagazine “The Why,” the morning show “The Day Ahead,” and the newsmaker spotlight program “In The Loop.” Newsy also produces investigative reports and documentaries.

Newsy is distributed to more than 6 million subscribers on platforms providing over-the-top (OTT) television service, including Fubo, YouTube TV, Sling TV and Philo.

We also have agreements with cable and satellite operators, including Comcast, Spectrum, Dish and Verizon, to carry Newsy to more than 29 million subscribers.

We expect continued investment in Newsy as we look to increase distribution and enhance our content.

Newsy is also distributed widely on platforms providing over-the-top (OTT) television service, including Hulu, Roku, Amazon Fire TV, Apple TV, Sling TV and Chromecast.

Newsy earns revenue from the sale of advertising on the platforms on which it is distributed.

It also receives carriage fees from cable providers who pay us to offer our programming to their customers.

The revenue we receive is based on the number of subscribers who receive the programming.

The revenue we receive is based on the number of subscribers who receive the programming and the contracted rate per subscriber.

Operating in more than 50 countries, Triton is a global leader in digital audio technology and measurement services, serving the growing digital audio marketplace.

Triton provides innovative technology that enables broadcasters, podcasters and online music services to build their audience, maximize their revenue and streamline their operations.

Triton’s technology is trusted by many of the biggest names in digital audio, including Pandora, iHeart, Entercom, Cumulus, Beasley, One Media Sales (Netherlands), Prisa (Spain), Mediacorp (Singapore) and Karnaval (Turkey).

Triton’s technology is trusted by many of the biggest names in digital audio, including iHeart, Entercom, Cumulus, Beasley, One Media Sales (Netherlands), Prisa (Spain), Mediacorp (Singapore) and Karnaval (Turkey).

Triton’s software-as-a-service (SaaS) business-to-business model has two main lines of business - measurement and infrastructure.

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Omny serves as the content management system for those publishers and the platform includes publishing tools and an analytics dashboard to track listening.

Employees and Human Capital Resource Management

Scripps operates under the fundamental philosophy that people are our most valuable asset.

Identifying quality talent is at the heart of everything we do and our business success is dependent upon our ability to attract, develop and retain highly qualified employees.

The Company’s core values of courage, compassion, excellence, fairness, integrity and respect establish the foundation on which the culture is built and represent the key expectations we have of our employees.

We believe our culture and commitment to our employees help us attract and retain our qualified talent, while simultaneously providing significant value to Scripps and its shareholders.

As of December 31, 2020, we had approximately 5,400 full-time equivalent employees, of whom approximately 4,500 were with Local Media and 600 with National Media.

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We have not experienced any work stoppages at our current operations since 1985.

We consider our relationships with our employees to be satisfactory.

We consider our relationships with our employees to be good.

During the first quarter of 2020, an outbreak of the coronavirus that causes the disease COVID-19 was declared a pandemic by the World Health Organization.

As the United States began to combat the crisis, Scripps identified three priorities to guide its actions, the first of which was to protect the health and well-being of its employees.

By mid-March, we had transitioned nearly all of our employees out of our workplaces without the interruption of news programming or other media delivery.

We continue to provide employees with flexible working arrangements.

Additionally, the Company's philanthropic organization, The Scripps Howard Foundation, created a fund to give aid to qualified Scripps employees adversely affected by the COVID-19 crisis.

The Company made a donation to this employee relief fund equal to the amount of voluntary salary reductions from the senior leadership team and fee reductions from members of the Company’s board of directors.

Members of the Scripps family also contributed significantly to the fund.

Through year-end, the fund has disbursed about $1.3 million to provide more than 800 employees up to $2,000 each for needs caused by the pandemic, such as food and basic household supplies, housing-related assistance, and childcare or eldercare costs.

Equity, Diversity and Inclusion

Scripps is committed to an equitable, diverse and inclusive workplace that reflects the communities where we live, work and play.

Our overarching Equity, Diversity and Inclusion (EDI) strategy focuses on building awareness of the importance of EDI in our workplaces and communities, empowering leaders to employ EDI practices in their business units or reporting structures, and tracking its equity, diversity and inclusion efforts, which culminates in regulatory reporting (Equal Employment Opportunity-1 reports), divisional analysis and regular reports to the Company’s Board of Directors.

Leading Scripps’ diversity, equity and inclusion strategies across the enterprise is a chief diversity officer.

She and her team partner with business and human resources leaders across the Company to develop and implement the EDI strategy as well as action plans that continually evolve Scripps’ EDI commitment.

The components of these plans include:

• EDI Strategic Premise:

Scripps’ equity, diversity and inclusion strategy will support the Company’s continued evolution by maximizing the potential of our diverse workforce, leading to better business results.

• EDI Vision:

Transforming our business and the communities where we live, work and play by acknowledging, incorporating and uplifting our increasingly diverse world.

Compensation and Benefits

Critical to our success is identifying, recruiting, retaining, and incentivizing our existing and future employees.

We strive to attract and retain the most talented employees in the industry by offering competitive compensation and benefits.

Our compensation philosophy is based on rewarding each employee’s individual contributions and striving to achieve equal pay for equal work regardless of gender, race or ethnicity.

We use a combination of fixed and variable pay, including base salary, bonus, commissions and merit increases, which vary across the business.

In addition, as part of our long-term incentive plan for executives and certain employees, we provide share-based compensation to foster our merit-based culture and to attract, retain and motivate our key leaders.

As the success of our business is fundamentally connected to the well-being of our people, we offer benefits that support their physical, financial and emotional well-being.

We provide our employees with access to flexible and convenient medical programs intended to meet their needs and the needs of their families.

In addition to standard medical coverage, we offer eligible employees dental and vision coverage, health savings and flexible spending accounts, paid time off, employee assistance programs, voluntary short-term and long-term disability insurance and term life insurance.

Additionally, we offer a 401(k) Defined Contribution Plan and Deferred Compensation Plan to certain employees.

Our benefits vary by location and are designed to meet or exceed local laws and to be competitive in the marketplace.

Commitment to Values and Ethics

Along with our core values, we demonstrate a commitment to operate at the highest ethical standards by enforcing the principles in Scripps’ Code of Conduct, which is applicable to all employees and sets forth expectations and guidance for employees to make appropriate decisions.

Our Code of Conduct covers topics related to accounting and auditing matters, antitrust activity, confidentiality and privacy, conflict of interest, discrimination or harassment, diverting of product or business activity, embezzlement, employee relations, falsification of contracts, reports or records, gifts or entertainment, improper supplier or contractor activity, leadership or management issues, securities law violations, sexual harassment, substance abuse, theft, and unsafe working conditions, among other things.

The Code of Conduct reflects our commitment to operating in a fair, honest, responsible and ethical manner and also establishes a means for employees to submit confidential and anonymous reports of suspected or alleged violations of our policies (including through an anonymous hotline).

Our executive officers and supervisors maintain “open door” policies and any form of retaliation is strictly prohibited.

Additionally, the Company has in place a Code of Business Conduct and Ethics for the Chief Executive Officer and the Senior Financial and Accounting Officers.

We also require our journalists to read and sign our Journalism Code of Ethics, and we provide Social Media Guidelines that help our employees understand how to protect the reputations of themselves and the Company on social media platforms.

Professional Development and Training

We believe a key factor in employee retention is training and professional development for our talent.

We have training programs across all levels of Scripps to meet the needs of various roles, specialized skill sets and departments across the Company.

We use certain employee turnover rates in assessing our employee programs to ensure that they are structured to instill high levels of employee tenure, low levels of voluntary turnover and optimal productivity and performance across our workforce.

Additionally, we have implemented an improved performance evaluation program that adopts a modern approach to valuing and strengthening individual performance through on-going interactive progress assessments related to established goals and objectives.

Communication and Engagement

We strongly believe Scripps’ success depends on employees understanding how their work contributes to the Company’s overall strategy.

To this end, we communicate with our workforce through a variety of channels and encourage open and direct communication, including frequent emails and videos from corporate leaders to all employees;

daily company social media postings;

an annual all-employee awards program;

employee engagement surveys;

and, during the work-from-home environment due to the global pandemic, regular town hall meetings with the CEO and other executives.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business