What changed in this filing

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Item 1. Business

2022-02-25 compared with 2021-02-26 · 209 added, 142 removed, 235 unchanged (60% of the section changed)

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television households.

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

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.

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

In our Scripps Networks division, we operate nine news and entertainment networks - ION, Bounce, Court TV, Defy TV, Grit, ION Mystery, Laff, Newsy and TrueReal.

We also operate an award-winning investigative reporting newsroom in Washington, D.C., and serve as the longtime steward of one of the nation's largest, most successful and longest-running educational programs, the Scripps National Spelling Bee.

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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.

At the time of the acquisition and related divestitures, ION's programming was being delivered through 48 owned and operated stations and 63 independent ION affiliated stations.

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

By combining ION with our other news and entertainment networks, Scripps Networks reaches nearly every American through free over-the-air broadcast, cable/satellite, connected TV 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.

Our other multicast networks air on digital subchannels on our and other broadcast 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.

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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.

On July 1, 2021, we launched two national television networks.

The two networks, which are distributed for free to viewers over-the-air and reached 92% of U.S.

television homes at launch, are demo-specific and reality-based.

TrueReal targets women in the 25-54 demographic and features off-network shows such as Storage Wars , Married at First Sight , Hoarders and Little Women:

Defy TV targets men ages 25-54 with programming that includes off-network series such as Pawn Stars , Forged in Fire , American Pickers and The Curse of Oak Island .

During the first quarter of 2021, the Company began notifying MVPDs carrying Newsy of our intent to exit cable and satellite distribution of the network.

In October 2021, the network launched as an over-the-air television station.

Newsy became the nation's only free 24/7 broadcast news network, available to more than 90% of U.S.

television homes.

The network is headquartered in Atlanta and is carried primarily on the Scripps-owned ION stations and select Scripps local television stations and those of other station groups.

Our Board of Directors approved the sale of our Triton business in the first quarter of 2021 and we signed a definitive agreement to sell the business on February 16, 2021.

The transaction closed on March 31, 2021 for total net proceeds of $225 million.

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.

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.

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

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

five 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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Original shows we produce ourselves or in partnership with others include:

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

• The List, an Emmy-award winning infotainment show, is available in 36 markets reaching viewers in approximately 24% of the country.

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

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• RightThisMinute is a daily entertainment program featuring consumer-generated viral videos.

RightThisMinute reaches nearly 95 percent of the nation's television households.

RightThisMinute reaches nearly 94% of the nation's television households.

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

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

Station Market Network Affiliation/

DTV Channel Affiliation Agreement

Expires in FCC License

Expires in Market Rank

KNXV-TV Phoenix, Ch.

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WMYD-TV Detroit, Ch.

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

20 Ind/21 N/A 2029 15

WXYZ-TV Detroit, Ch.

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KCDO-TV Denver, Ch.

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

3 Ind/3 N/A 2022 16

WSFL-TV Miami, Ch.

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Palm Beach, Ch.

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

9 Ind/34 N/A 2029 39

KTNV-TV Las Vegas, Ch.

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WACY-TV Green Bay/Appleton, Ch.

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

32 Ind/27 N/A 2029 68

KMTV-TV Omaha, Ch.

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12 NBC/12 2024 2022 203

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

Share includes live viewing plus 7 days of viewing on DVR.

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

(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).

(4) Percentage of U.S.

Television Households in Market represents the number of U.S.

television households in Designated Market Area as a percentage of total U.S.

television households.

(5) Average Audience Share represents the number of television households tuned to a specific station from 6 a.m.

Monday-Sunday, as a percentage of total viewing households in the Designated Market Area.

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

Market rank is based on the 2022 Nielsen HH Universe estimates and represents the relative size of a station's Designated Market Area rank in the United States.

Revenue cycles and sources

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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 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.

The fees we receive from our retransmission consent agreements are typically based on the number of subscribers in our local market and the contracted rate per subscriber.

Approximately 20% of subscribers within our retransmission consent agreements are subject to negotiation in 2022 and 75% of our subscribers are under consent agreements that will expire in 2023.

We also receive fees from over-the-top virtual MVPDs.

Employee costs accounted for 41% of our Local Media segment's costs and expenses in 2021.

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FCC regulations govern the ownership of television stations, and the agency is required by statute to periodically review these rules.

In November 2017, the FCC adopted significant changes to its local television ownership rules, but late in 2019 a reviewing court vacated these changes.

Accordingly, the FCC’s relaxation of the television “duopoly rule” that generally restricts an applicant from owning or controlling more than one television station (or in some markets under certain conditions, more than two television stations) in the same market is no longer in effect.

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.

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.

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.

In November 2017, the FCC adopted significant changes to its local television ownership rules.

Those rules were vacated by a reviewing court in late 2019 but reinstated by the Supreme Court in early 2021.

One of these changes was the relaxation of the television “duopoly rule” to allow ownership of two television stations in the same market as long as at least one of the stations is not among the “top-four” rated stations in the market, as measured at the time an application to acquire the second station is filed.

Acquisition of two “top-four” stations in the same market is allowed only pursuant to waiver.

In addition to upholding changes to the duopoly rule, the United States Supreme Court also affirmed the FCC’s elimination of its newspaper/broadcast cross-ownership rule, its radio/television cross-ownership rule, and its determination that stations in joint advertising sales agreements should not be treated as if they were under common ownership.

With respect to national television ownership, the FCC voted in December 2017 to consider whether and how it might revisit its rule preventing applicants from obtaining an ownership interest in television stations whose total national audience reach would exceed 39% of all television households.

Earlier in that year, the FCC reinstated the 50% discount applied to the number of households deemed covered by UHF television stations, and the new notice expressly addresses whether to retain this distinction for UHF.

This proceeding remains open.

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

Earlier in that year, the FCC also reinstated the 50% discount applied to the number of households deemed covered by UHF television stations.

Scripps' 2021 acquisition of ION brought the Company's national audience reach to 38.9% of television households after application of the “UHF discount.”

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.

This proceeding remains open.

We cannot predict the outcome of the expected and pending court reviews of the FCC's television ownership rule changes or the effect of further FCC rule revisions on our stations' operations or our business.

This proceeding remains open, and the FCC in 2021 requested that parties refresh the record in that proceeding, although the FCC has not proposed any specific rule changes.

The Communications Act requires the FCC to conduct such a review every four years, and as a result a new proceeding is required to be opened in 2022, although it may be consolidated with the existing 2018 review.

We cannot predict the outcome of these open proceedings, the expected court reviews of any changes to the FCC's television ownership rules, or the effect of further FCC rule revisions on our stations' operations or our business.

The restrictions imposed by the FCC’s ownership rules may apply to a corporate licensee due to the ownership interests of its officers, directors or significant shareholders.

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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.

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

This Internet-protocol based transmission method 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 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.

To avoid loss of service to those viewers who lack a new receiver, stations switching to ATSC 3.0 transmission 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 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 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.

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

The FCC remains committed to permitting 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 2015, the FCC proposed to reserve a 6 MHz “vacant channel” in each market for non-broadcast, unlicensed services (including wireless microphones) which, if adopted, would have further reduced the spectrum available for television broadcasting.

The reservation of spectrum in the “broadcast” band for interference-protected non-broadcast services could have had a particularly adverse effect on the ability of low-power and translator television stations to offer service since these stations enjoy only “secondary” status that offers no protection from interference caused by a full-power station.

In late 2020, the FCC declined to adopt its own vacant channel proposal, although petitions for reconsideration of this decision remain pending.

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

Full-power broadcast television stations generally enjoy “must-carry” rights on any cable television system defined as “local” with respect to the station.

Stations may waive their must-carry rights and instead negotiate retransmission consent agreements with local cable companies.

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.

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.

Similarly, satellite video providers 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.

Satellite video providers may not carry a broadcast station without its consent.

For stations that do not elect mandatory carriage, FCC rules most recently revised in 2020 require parties to negotiate in “good faith” for retransmission consent agreements, and the FCC has imposed significant fines on parties who have been found to have violated these requirements.

The Company has elected to negotiate retransmission consent agreements with cable operators and satellite video providers for the majority of both our network-affiliated stations and our independent stations.

Prior to the Company’s 2021 acquisition of ION, only two Scripps stations had elected “must-carry” status, but all acquired ION stations rely on “must carry” to ensure carriage.

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.

For example, the FCC in 2014 initiated a rulemaking proceeding on the degree to which an entity relying upon the Internet to deliver video programming should be subject to the regulations that apply to multi-channel video programming distributors (“MVPDs”), such as cable operators and satellite systems.

That proceeding raised a variety of issues, including whether some Internet-based distributors might be able to take advantage of MVPDs' statutory copyright licensing rights.

More recently, the major broadcast networks have filed suit against the streaming service Locast, alleging that its retransmission of local television stations’ signals without their consent violates copyright law.

We cannot predict the outcome of such proceedings that address the use of new technologies to challenge traditional means of redistributing television broadcast programming or their possible impact on the Company.

While the major broadcast networks secured a victory in their lawsuit against the streaming service Locast, with the court finding that its retransmission of local television stations’ signals without their consent violated copyright law, the application of copyright law to other potential streaming services remains uncertain.

We cannot predict the outcome of any FCC initiatives to address the use of new technologies to challenge traditional means of redistributing television broadcast programming or their possible impact on the Company.

The FCC may impose substantial penalties for violations of its rules and policies.

While uncertainty continues regarding the scope of the FCC's authority to regulate indecent programming, the agency has increased its enforcement efforts regarding other programming issues such as sponsorship identification, broadcasting proper emergency alerts, and extending service to persons with disabilities.

While uncertainty continues regarding the scope of the FCC's authority to regulate indecent programming, the agency has increased its enforcement efforts regarding

other programming issues such as sponsorship identification, broadcasting improper emergency alerts and extending service to persons with disabilities.

We cannot predict the effect of the FCC’s expanded enforcement efforts on the Company.

NATIONAL MEDIA

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 accessed by consumers through web, mobile and OTT platforms.

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

The networks are primarily broadcast over-the-air on local broadcasters' digital sub-channels, but they are also available for cable, satellite and over-the-top carriage.

Each of the networks is a fast-growing, audience-targeted national broadcast network.

Bounce programming is aimed at African-Americans;

Grit airs western movies and series targeted to men;

Laff airs classic, well-loved comedies;

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

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

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

households as reported by Nielsen.

The networks capitalize on the growing audience consuming over the air broadcast programming.

Over the past 10 years, over the air viewership has increased from 9% to 15% of households.

The primary source of revenue for Katz is through the sale of advertising to national customers.

The advertising revenue generated depends on viewership ratings and the rate paid by customers for certain viewer demographics.

Katz sells its advertising in the upfront and scatter markets.

SCRIPPS NETWORKS

Our Scripps Networks segment is comprised of nine national television networks - ION, Bounce, Court TV, Grit, ION Mystery, Laff, Newsy and recently launched, Defy TV and TrueReal.

The networks reach nearly every U.S.

television home through free over-the-air (OTA) broadcast, cable/satellite, connected TV and digital distribution.

The segment generates revenue principally from the sale of advertising time on the national television networks.

Advertising revenue generated by our networks depends on viewership ratings and advertising rates paid by advertisers for delivery of advertisements to certain viewer demographics.

Advertising revenue is sold in the upfront, scatter (together called general market), direct response and connected TV markets.

In the upfront market, advertisers buy advertising time for upcoming seasons and, by committing to purchase in advance, lock in the advertising rates they will pay for the upcoming year.

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

The mix of upfront and scatter market advertising time sold is based upon the economic conditions at the time the 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 general market advertising inventory.

Scatter market pricing can vary from upfront pricing and can be volatile.

In some cases, advertising sales are subject to ratings guarantees that require us to provide additional advertising time if the guaranteed audience levels are not achieved.

In most cases, advertising sales in the upfront and scatter markets are subject to ratings guarantees that require us to provide additional advertising time if the guaranteed audience levels are not achieved.

Similar to the scatter market, direct response advertisers buy their spots closer to the time when the spots will run and pricing can vary based on demand.

Direct response advertisers buy spots based on expected performance, giving advertisers an efficient and measured way to reach their customers.

Direct response advertising is not subject to ratings guarantees.

Revenue from advertising is subject to seasonality, market-based variations and general economic conditions.

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.

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.

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 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 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 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.

Their primary source of revenue is the licensing of digital audio technology and services to a wide range of global audio publishers.

Triton’s measurement technology platform is the standard in the digital audio marketplace, and its national and local metrics are the currency through which agencies and brands buy digital audio advertising from streaming audio companies across various geographies and devices.

The national audience measurement product is offered for a fixed monthly fee with additional fees based on total audience listening hours.

The local audience measurement product is offered on a fixed license fee for each market on which data is reported, along with annual fee escalations.

Triton’s hosting and advertising infrastructure enables publishers around the world to deliver high-quality, digital audio streams with data-powered dynamic ad insertion to their listening audience.

The hosting product is offered to users via a monthly license fee for access to the platform with additional fees for excess data delivery usage.

For its advertising technology platform, Triton charges a fixed license fee with additional fees based on the number of impressions delivered.

Through the advent of the world’s first programmatic audio advertising exchange, Triton provides the infrastructure in which publishers and advertisers can seamlessly transact audio inventory programmatically.

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

Omny is an audio-on-demand platform built specifically for professional audio publishers.

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

Programming expenses, employee costs and sales and marketing expenses are the primary operating costs of our Scripps Networks segment.

Programming expenses accounted for 51% of our Scripps Networks segment's costs and expenses in 2021, reflecting both the costs of investing in quality programming and costs of distribution from carriage agreements with local television broadcasters and cable and satellite providers.

The national networks are carried on both our owned and operated television stations and from carriage agreements with other broadcast stations.

Our OTA television networks are well-positioned to capitalize on cord-cutting trends and provide a platform for delivering mass audiences to national advertisers.

Our ION national television network reaches around 100 million domestic homes through its 44 owned and operated OTA broadcast TV stations, on pay TV platforms and independent broadcast affiliates that carry the ION programming.

ION broadcasts popular scripted crime and justice procedural programming and has the fifth-largest average prime-time audience among all broadcast networks on television.

ION elects government-mandated must-carry provisions, thereby ensuring its programming is available on cable and satellite systems.

Bounce is available in approximately 98% of U.S.

television broadcast homes.

Bounce is an African American broadcast network dedicated to inspiring, empowering and entertaining viewers.

Bounce programming represents a rich mosaic of the African American community, featuring both licensed and original dramas, sitcoms, movies and specials.

Original programming includes hit series such as Johnson and Saints and Sinners .

In the fourth quarter of 2021, Bounce XL was launched as a free advertising-supported streaming television (FAST) channel with distribution on multiple streaming services.

Court TV is available in approximately 97% of U.S.

television broadcast homes.

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

Court TV is also available as a FAST channel with distribution on multiple streaming services.

The network was launched on July 1, 2021 and reaches approximately 96% of U.S.

television broadcast homes.

Defy TV features male-centric programming that includes reality-based series such as Pawn Stars , Forged in Fire , American Pickers and The Curse of Oak Island .

Grit is available in approximately 98% of U.S.

television broadcast homes and appeals more strongly to male viewers.

Grit’s programming line-up is primarily iconic Western series and movies.

ION Mystery (formerly Court TV Mystery)

ION Mystery is available in approximately 98% of U.S.

television broadcast homes and its programming is anchored in popular true-crime and justice procedural programming.

Programming on ION Mystery includes The First 48 , Law & Order and CSI franchises.

Laff is available in approximately 97% of U.S.

television broadcast homes and targets comedy-lovers in the 18 to 49 age range.

Programming on Laff includes popular sitcoms including Home Improvement , How I Met Your Mother and According to Jim .

Newsy is our national news network focused on bringing objective, fact-based reporting and analysis on world and national news, including politics, entertainment, science and technology.

During the first six months of 2021, Newsy exited its cable and satellite distribution of the network as part of a strategy to relaunch as an over-the-air network, which happened in October 2021.

Newsy is now the nation's only free 24/7 broadcast news network, available in approximately 95% of U.S.

television broadcast homes.

Newsy is also available on multiple streaming services as either an app or FAST channel.

The network’s programming lineup includes Morning Rush , In the Loop with Christian Bryant , Newsy Tonight with Chance Seales and Newsy Docs Presents .

The network was launched on July 1, 2021 and reaches approximately 96% of U.S.

television broadcast homes.

TrueReal features female-centric programming that includes reality-based shows such as Storage Wars , Married at First Sight, Hoarders and Little Women:

Information concerning our Scripps Networks FCC licensed television stations and the markets in which they operate is as follows:

Station Market

Channel FCC License Expires in Market Rank

WPXN New York, NY 34 2023 1

KILM Los Angeles, CA 24 2022 2

KPXN Los Angeles, CA 24 2022 2

WCPX Chicago, IL 34 2029 3

WPPX Philadelphia, PA 34 2023 4

KPXD Dallas-Ft.

Worth, TX 25 2022 5

WPXA Atlanta, GA 16 2029 6

WPXW Washington, DC-Hagerstown, MD 35 (1) 7

WWPX Washington, DC-Hagerstown, MD 13 2028 7

KKPX San Francisco-Oakland-San Jose, CA 33 2022 8

KPXB Houston, TX 32 2022 9

WBPX Boston, MA 22 2023 10

WDPX Boston, MA 22 2023 10

WPXG Boston, MA 23 2023 10

KWPX Seattle-Tacoma, WA 33 2023 11

WXPX Tampa-St.

Petersburg, FL 29 2029 13

KPXM Minneapolis-St.

Paul, MN 16 2022 14

WOPX Orlando-Daytona, FL 14 2029 17

WPXM Miami-Ft.Lauderdale, FL 21 2029 18

KSPX Sacramento-Stockton-Modesto,CA 21 2022 20

KPXG Portland,OR 22 2023 21

Louis, MO 28 2029 23

WFPX Raleigh-Durham, NC 32 2028 24

WRPX Raleigh-Durham, NC 32 2028 24

WINP Pittsburgh, PA 16 2023 26

KUPX Salt Lake City, UT 29 2023 29

WNPX Nashville, TN 32 2029 30

KPXL San Antonio, TX 26 2022 31

WSFJ Columbus, OH 19 2029 33

WPXE Milwaukee, WI 30 2029 36

KMCC Las Vegas, NV 32 2022 40

WPXC Jacksonville, FL-Brunswick, GA 24 2029 43

WPXL New Orleans, LA 33 2029 50

WPXQ Providence, RI 17 2023 51

WQPX Wilkes Barre-Scranton, PA 33 2023 58

KTPX Tulsa, OK 28 2022 61

WPXK Knoxville, TN 18 2029 62

WKOI Dayton, OH 31 2029 64

KFPX Des Moines-Ames, IA 36 2030 67

WPXR Roanoke, VA 27 2028 71

WLPX Charleston-Huntington, WV 18 2028 77

WIPL Portland-Auburn, ME 24 2023 78

WZRB Columbia, SC 25 2028 79

WSPX Syracuse, NY 36 2023 83

KPXR Cedar Rapids, IA 22 2030 92

WEPX Greenville-New Bern, NC 36 2028 102

WPXU Greenville-New Bern, NC 16 2028 102

WTPX Wausau-Rhinelander, WI 19 2029 134

(1) Application for renewal of the license was submitted timely to the FCC.

Under FCC rules, the license expiration date is automatically extended pending FCC review of and action on the renewal application.

Market rank is based on the 2022 Nielsen HH Universe estimates and represents the relative size of a station's Designated Market Area rank in the United States.

Employees and Human Capital Resource Management

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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.

Our 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.

Our goal is to hire the best, to spark their passion for the job and then to nourish their career with tools that will help them learn and excel.

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.

As of December 31, 2021, we had approximately 5,600 full-time equivalent employees, of whom approximately 4,300 were with Local Media and 860 with Scripps Networks.

Various labor unions represent approximately 400 employees, all of which are in Local Media.

1 unchanged sentence

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.

During 2021, the coronavirus and variants that cause the disease COVID-19 continued the global pandemic monitored by the World Health Organization.

As the United States continued to combat the crisis, we reinforced our commitment to three priorities to guide our actions of protecting the well-being of our employees, serving our audiences and communities and maintaining business continuity.

In mid-March 2020, nearly all of our employees were transitioned out of our workplaces without an interruption to news programming or other media delivery.

As we returned portions of our employees back to newsrooms and workplaces in 2021, we instituted a mask requirement in our facilities.

In September 2021, we made the decision to implement a vaccine policy as part of our commitment to workplace safety.

The policy required all employees to be fully vaccinated by December 1, 2021, unless a medical or religious accommodation was granted.

It is our belief that a fully vaccinated workplace creates the safest environment for employees to return to the workplace in 2022.

As part of this healthy workplace goal, we have updated our Communicable Disease policy to provide guidance and expectations to all of our employees when faced with questions about communicable illnesses.

Learnings from this experience have resulted in a rethinking of our workplace and work requirements and we may continue to provide certain employees with flexible working arrangements, depending upon their duties and responsibilities.

In addition to protecting our employees’ physical health, we also offer resources to assist with our employees' mental well-being.

To help employees navigate this troubling time, we’ve created a holistic library of well-being resources called “Healthy Minds” that is posted to the Company intranet and available to all employees.

Additionally, the Company's philanthropic organization, The Scripps Howard Foundation, created a fund in March 2020 to give aid to qualified Scripps employees adversely affected by the COVID-19 crisis.

The Company made a donation to this employee relief fund in 2020 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 in both 2020 and 2021.

During 2020 and early 2021, the fund disbursed in excess of $1.4 million to provide more than 900 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

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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.

• HR/EDI Strategic Purpose/Enterprise HR Objective:

Foster diverse, inclusive, respectful workplaces focused on recruiting and developing talent that drives a high-performance, mission-oriented culture to support business objectives.

• EDI Mission:

Cultivate a culture of inclusion where everyone is valued, informed and empowered to fully realize their Scripps story.

• EDI Vision:

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

Representative 2021 EDI activities include increased history and heritage month celebrations as well as an inaugural diversity symposium with 15 sessions over five days.

The diversity symposium included 50 speakers on topics ranging from empathy as a superpower, being an effective ally/upstander, neurodiversity, bias free journalism, mental health, and guided virtual tours of three museums, including The Holocaust & Humanity Center, Asian Art Museum and National WWII Museum.

As a result of what has been a multi-year focus on EDI awareness, we now have:

1) ten employee resource groups, 2) an enhanced sponsorship program to complement existing retention, development and advancement strategies, 3) an EDI Advisory Council to obtain perspective and participation from employees across the enterprise, and 4) embedded EDI into our employee onboarding, engagement and compliance schedule including mandated unconscious bias education for all employees.

Compensation and Benefits

2 unchanged sentences

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.

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

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, align our business leaders’ interests with those of our shareholders 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.

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 identity theft protection, access to financial counseling and student loan assistance programs, voluntary short-term and long-term disability insurance and term life insurance.

We also offer a voluntary Employee Stock Purchase Plan (ESPP) whereby employees can elect to participate through payroll deductions and purchase Company stock at a discounted price.

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

Through our Scripps Howard Foundation, we offer our employees opportunities to apply for grants to support their volunteer efforts in local communities as well as charitable contribution matching gifts.

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

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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.

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.

3 unchanged sentences

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.

Additionally, we utilize a 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

3 unchanged sentences

an annual all-employee awards program;

employee engagement surveys;

employee engagement survey;

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

In addition, Scripps employees across the country are giving back in their local communities through reporting on critical issues, entertaining audiences with quality content, fundraising to help those in need and volunteering for important causes.

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