What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-25 compared with 2021-02-26 · 509 added, 763 removed, 1448 unchanged (47% of the section changed)

6 unchanged sentences

Information required by Item 10 of Form 10-K relating to directors is incorporated by reference to the material captioned “Election of Directors” in our definitive proxy statement for the Annual Meeting of Shareholders (“Proxy Statement”).

Information regarding Section 16(a) compliance is incorporated by reference to the material captioned “Report on Section

16(a) Beneficial Ownership Compliance” in the Proxy Statement.

Information regarding Section 16(a) compliance is incorporated by reference to the material captioned “Delinquent Section

16 Reports” in the Proxy Statement.

We have adopted a code of conduct that applies to all employees, officers and directors of Scripps.

51 unchanged sentences

8-K 001-10701 4.1 1/4/2021

4.02 First Amendment to Warrant Agreement dated as of May 14, 2021

8-K 001-10701 4.2 5/14/2021

10.01 The E.W.

12 unchanged sentences

10-K 001-10701 10.05 12/31/2019

10.06 Amended and Restated Scripps Family Agreement dated May 19, 2015

SC 13D 005-43473 2 6/5/2015

10.07 Amendment No.

1 to Amended and Restated Scripps Family Agreement

10-Q 000-16914 10.1 3/31/2017

10.06 Second Amended and Restated Scripps Family Agreement

SC 13D/A 005-43473 99.1 4/5/2021

10.07 1997 Deferred Compensation and Stock Plan for Directors, as amended

55 unchanged sentences

Executive Vice President and Chief Financial Officer

Jason Combs (Principal Financial Officer)

/s/ Daniel W.

6 unchanged sentences

Charles Barmonde

/s/ Richard A.

Chairman of the Board of Directors

/s/ Lauren R.

3 unchanged sentences

Michael Scagliotti

/s/ Kim Williams Director

/s/ Kim Williams Chair of the Board of Directors

Scripps Company

Index to Consolidated Financial Statement Information

Selected Financial Data

Management’s Discussion and Analysis of Financial Condition and Results of Operations

1 unchanged sentence

Controls and Procedures (Including Management’s Report on Internal Control Over Financial Reporting)

Reports of Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheets

4 unchanged sentences

Notes to Consolidated Financial Statements

Selected Financial Data

Five-Year Financial Highlights

For the years ended December 31,

(in millions, except per share data) 2020 (1) 2019 (1) 2018 (1) 2017 (1) 2016 (1)

Summary of Operations (2)

Total operating revenues $ 1,857 $ 1,351 $ 1,157 $ 846 $ 854

Income (loss) from continuing operations before income taxes 209 1 93 (29) 97

Income (loss) from continuing operations, net of tax 154 (2) 70 (10) 62

Depreciation and amortization of intangible assets (107) (84) (61) (53) (52)

Per Share Data

Income (loss) from continuing operations — diluted $ 1.83 $ (0.02) $ 0.85 $ (0.11) $ 0.73

Cash dividends 0.20 0.20 0.20 — —

Market Value of Common Shares at December 31

Per share $ 15.29 $ 15.71 $ 15.73 $ 15.63 $ 19.33

Total 1,250 1,272 1,269 1,276 1,585

Balance Sheet Data

Total assets $ 4,859 $ 3,562 $ 2,130 $ 2,130 $ 1,736

Long-term debt (including current portion) 2,992 1,953 696 702 396

Equity 1,163 898 926 937 946

Notes to Selected Financial Data

As used herein and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the terms “Scripps,” “Company,” “we,” “our,” or “us” may, depending on the context, refer to The E.

Scripps Company, to one or more of its consolidated subsidiary companies, or to all of them taken as a whole.

The statement of operations and cash flow data for the five years ended December 31, 2020, and the balance sheet data as of the same dates have been derived from our audited consolidated financial statements.

All per-share amounts are presented on a diluted basis.

(1) We have completed the following acquisitions over the last five years.

Operating results for the acquired entities are included for periods after the respective acquisition dates.

2020 — On November 20, 2020, we acquired the television station KCDO in the Denver, Colorado market.

Included in the sale was KSBS-CD, a lower power translator of KCDO.

2019 — On January 1, 2019, we acquired three television stations owned by Raycom Media.

On May 1, 2019, we acquired 15 television stations from Cordillera Communications, LLC.

On June 10, 2019, we acquired Omny Studio.

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

transaction with Tribune Media Company.

2018 — On November 30, 2018, we acquired Triton Digital Canada, Inc.

2017 — On October 2, 2017, we acquired the Katz networks.

2016 — On April 12, 2016, we acquired Cracked.

(2) The five-year summary of operations excludes the operating results of the following entities and the gains (losses) on their divestiture as they are accounted for as discontinued operations:

– On October 16, 2020, we completed the sale of our Stitcher podcasting business.

– During the fourth quarter of 2018, we completed the sale of our radio station group.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

1 unchanged sentence

You should read this discussion in conjunction with those financial statements.

This section of the Form 10-K omits discussion of year-to-year comparisons between 2019 and 2018, which may be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our 2019 Form 10-K (as adjusted retrospectively to reflect the impact of accounting for our Stitcher business as discontinued operations in the Current Report on Form 8-K filed on October 16, 2020).

This section of the Form 10-K omits discussion of year-to-year comparisons between 2020 and 2019, which may be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our 2020 Form 10-K.

Forward-Looking Statements

5 unchanged sentences

Executive Overview

Scripps Company (“Scripps”) is a diverse media enterprise, serving audiences and businesses through a portfolio of local and national media brands.

Scripps Company (“Scripps”) is a diverse media enterprise, serving audiences and businesses through a portfolio of local television stations and national media brands.

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.

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.

5 unchanged sentences

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.

1 unchanged sentence

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.

Since the first quarter of 2018, we have paid quarterly dividends of 5 cents per share.

Dividends paid to shareholders of our common stock totaled $16.6 million in 2020, and $16.4 million in 2019 and 2018, respectively.

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.

In connection with this Newsy restructuring plan, we incurred costs related to relocating certain employees, exiting certain contractual agreements and writing down assets associated with existing cable and satellite provider relationships.

For the year ended December 31, 2021, we have incurred restructuring charges totaling $9.4 million, including $7.1 million of charges for the write-downs of both capitalized carriage agreement payments and certain Newsy intangible assets.

On May 15, 2021, we redeemed the $400 million outstanding principal amount of our 2025 Senior Notes for a redemption price equal to 102.563% of the aggregate principal amount plus accrued and unpaid interest.

During the fourth quarter of 2021, we redeemed $15.4 million of the 2027 Senior Notes at a weighted-average redemption price equal to 103.94% of the aggregate principal amount plus accrued and unpaid interest and we redeemed $22.0 million of the 2031 Senior Notes at a weighted-average redemption price equal to 101.13% of the aggregate principal amount plus accrued and unpaid interest.

The notes were redeemed with cash on hand.

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.

Preferred stock dividends paid in 2021 totaled $45.1 million and dividends paid to shareholders of our common stock totaled $16.6 million in 2020.

Under the terms of Berkshire Hathaway's preferred equity investment in Scripps, we are prohibited from paying dividends on and repurchasing our common shares until all preferred shares are redeemed.

Therefore, no common stock dividends were paid to our shareholders for the year ended December 31, 2021.

Results of Operations

6 unchanged sentences

Operating revenues $ 2,283,532 22.9 % $ 1,857,478 37.4 % $ 1,351,399

Employee compensation and benefits (572,282) 20.0 % (476,968) 26.7 % (376,436)

Programming (530,785) 33.3 % (398,314) 26.6 % (314,586)

Impairment of programming assets — — (8,920)

Other expenses (324,429) 17.4 % (276,432) 18.2 % (233,936)

Cost of revenues, excluding depreciation and amortization (1,106,226) 19.0 % (929,748) 32.5 % (701,835)

Selling, general and administrative expenses, excluding depreciation and amortization (595,105) 19.6 % (497,748) 10.6 % (449,879)

Acquisition and related integration costs (40,373) (18,678) (26,304)

4 unchanged sentences

Interest expense (165,164) (92,994) (80,596)

Loss on extinguishment of debt (15,347) — —

Defined benefit pension plan expense (343) (4,388) (6,953)

Gain on sale of Triton business 81,784 — —

Losses on stock warrant (99,118) — —

Miscellaneous, net (15,469) 2,914 1,194

4 unchanged sentences

Net income (loss) $ 122,712 $ 269,333 $ (18,378)

Loss attributable to noncontrolling interest — — (632)

Net income (loss) attributable to the shareholders of The E.W.

Scripps Company $ 269,333 $ (18,378) $ 20,381

On January 7, 2021, we acquired the national broadcast network ION.

On December 30, 2020, we completed the sale of our WPIX television station.

On September 19, 2019, we acquired eight television stations from the Nexstar-Tribune transaction, and on May 1, 2019, we acquired 15 television stations from Cordillera.

These are referred to as the "acquired stations" in the discussion that follows.

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

The inclusion of operating results from these stations for the periods subsequent to their acquisition impacts the comparability of our consolidated and segment operating results.

The inclusion or exclusion of operating results from ION and these stations for the periods subsequent to their acquisition or disposition impacts the comparability of our consolidated and segment operating results.

2021 compared with 2020

Operating revenues increased $426 million or 23% in 2021.

Excluding the acquired stations, operating revenues increased 21% year-over-year.

The increase was driven by an increase in political advertising revenue during this presidential election year, as well as an increase in retransmission revenue and growth in our National Media businesses.

These increases more than offset the weakness in core advertising caused by political advertising displacement as well as weakened economic conditions that began toward the end of the first quarter, reflecting the impact of the COVID-19 pandemic, which negatively affected spending from our advertisers.

We began to see cancellations late in the first quarter, which we believe reduced our first quarter consolidated advertising revenues by about $10 million.

Second quarter results were significantly impacted by the economic downturn, with the greatest impact in April.

We have seen continued improvement since April in the advertising markets as economies began to reopen.

We expect the advertising markets to continue to recover, but spending in our local markets for 2020 were below 2019 levels and we expect them to remain that way into 2021.

Employee compensation and benefits increased $95.3 million or 20% in 2020.

Excluding the acquired stations, employee compensation and benefits increased 5.6% year-over-year.

The year-over-year increase is primarily due to strong revenue performance driving higher bonus payments, the impact of bonus payments in lieu of annual merit increases, as well as expansion of our National Media group throughout 2019.

Programming expense increased $132 million or 33% in 2020.

Excluding the acquired stations, programming expense increased 18% year-over-year due to higher network affiliation fees at our stations, reflecting contractual rate increases, as well as an increase in programming costs associated with our National Media business, Katz.

Other expenses increased $48.0 million or 17% in 2020 compared to the prior year.

Excluding the acquired stations, other expenses decreased 3% year-over-year.

In response to the weakened economic conditions created by COVID-19, we implemented various cost saving initiatives through general expense reductions in the areas of travel, entertainment and marketing.

Acquisition and related integration costs of $18.7 million in 2020 reflect contract termination costs and professional service costs incurred to integrate the Cordillera and Nexstar-Tribune television stations, as well as costs incurred for the ION transaction, which closed in January 2021.

Depreciation and amortization expense increased from $84.3 million in 2019 to $107 million in 2020 due to the acquired stations.

Interest expense increased in 2020 due to the issuance of a $765 million term loan in May 2019 and issuance of $500 million of senior unsecured notes in July 2019 that contributed to the financing of the Cordillera and Nexstar-Tribune acquisitions.

Interest expenses also decreased approximately $17.5 million in 2020, partially offsetting the increases in expense from higher year-over-year debt levels, reflecting lower LIBOR rates in 2020 compared to 2019.

On December 30, 2020, we issued $550 million of senior secured notes and $500 million of senior unsecured notes, in order to fund the ION acquisition, that closed in January 2021.

Excluding the impact of ION, as well as the impact of the WPIX television station that was sold in the fourth quarter of 2020, operating revenues decreased $52.8 million or 2.9% year-over-year.

In this non-election year, the decrease reflects a year-over-year decline in same-station political revenue of $242 million.

The decline in political revenue was partially offset by higher retransmission revenues in our Local Media operations and overall growth in our legacy Scripps Networks operations.

Additionally, Local Media same-station core advertising revenue increased $95.2 million year-to-date.

The COVID-19 pandemic particularly had an impact on our 2020 results.

Beginning with stay at home and similar orders in 2020, we began to see cancellations late in the first quarter, which we believe reduced our first quarter 2020 consolidated advertising revenue by about $10 million.

Second quarter 2020 results were significantly impacted by the economic downturn caused by the outbreak, with the greatest impact in April.

We saw improvements in the advertising markets starting in May 2020 as economies began to reopen.

Cost of revenues, which is comprised of programming costs and costs associated with distributing our content, increased $176 million or 19% in 2021.

Programming costs, the primary driver of fluctuations in cost of revenues, increased $182 million year-over-year.

Excluding the impacts of the ION acquisition and the WPIX disposition, programming costs increased $76.6

million or 15% compared to the prior period, attributed to higher network affiliation fees at our Local Media and Scripps Networks stations, reflecting contractual rate increases, as well as an increase in programming costs associated with our legacy Scripps Networks operations.

Selling, general and administrative expenses are primarily comprised of sales, marketing and advertising expenses, research costs and costs related to corporate administrative functions.

Selling, general and administrative expenses increased $97.4 million or 20% in 2021, primarily attributed to incremental costs incurred related to the ION acquisition, as well as increases in employee compensation and the return of marketing and advertising costs across our businesses.

Acquisition and related integration costs of $40.4 million in 2021 primarily reflect investment banking, legal and professional service costs incurred to complete and integrate the ION Media Networks, Inc.

acquisition, which closed on January 7, 2021.

Restructuring costs totaled $9.4 million in 2021.

In connection with the Newsy restructuring plan, we incurred charges in the first quarter totaling $7.1 million for the write-downs of both capitalized carriage agreement payments and certain Newsy intangible assets.

The additional Newsy restructuring charges for the year were primarily attributed to employee severance, relocation costs and Nielsen contract costs.

Depreciation and amortization expense increased from $107 million in 2020 to $162 million in 2021 primarily due to the acquisition of ION.

Gains from the disposal of property and equipment in 2021 primarily reflect a $32.6 million gain from the sale of our KMGH Denver station's building.

Interest expense increased in 2021 due to the issuance of new debt to finance the ION acquisition, which included $550 million of senior secured notes, $500 million of senior unsecured notes and an $800 million term loan issued upon the close of the acquisition.

We redeemed the outstanding principal amount of our 2025 Senior Notes during the second quarter of 2021.

Additionally, during the fourth quarter of 2021, we redeemed $15.4 million of our 2027 Senior Notes and $22.0 million of our 2031 Senior Notes.

These redemptions resulted in a loss on extinguishment of debt of $15.3 million, representing the premiums paid on the notes and write-offs of unamortized debt financing costs.

In 2021, we recognized an $81.8 million pre-tax gain from the disposition of the Triton business.

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

In 2021, we incurred a $99.1 million non-cash charge related to our outstanding common stock warrant.

The warrant obligation was being marked-to-market each reporting period with the increase in our common stock price being the significant contributor to a higher valuation.

Following an amendment to the common stock warrant agreement on May 14, 2021, the fair value of the warrant was reclassified to equity and is longer marked-to-market each reporting period.

The effective income tax rate was 38% and 27% for 2021 and 2020, respectively.

State taxes, non-deductible expenses, excess tax benefits or expense on share-based compensation, tax settlements and changes in our reserves for uncertain tax positions impacted our effective rate.

Our 2020 tax provision includes $1.0 million of excess tax expense and the 2019 tax provision included $0.6 million of excess tax benefits, in each case, related to the exercise and vesting of share-based compensation awards.

Differences between our effective income tax rate and the U.S.

federal statutory rate are the impact of state taxes, foreign taxes, non-deductible expenses, changes in reserves for uncertain tax positions, excess tax benefits or expense from the exercise and vesting of share-based compensation awards ($1.7 million benefit in 2021 and $1.0 million expense in 2020), state deferred rate changes and state NOL valuation allowance changes.

Additionally, a non-deductible expense of $102.6 million was recorded in 2021 related to preferred stock issuance costs and unrealized losses on mark-to-market adjustments recorded on the common stock warrant issued in connection with the ION acquisition.

Discontinued Operations

Discontinued operations reflect the historical results of our held for sale Stitcher business as well as our radio operations.

Our Stitcher business was sold on October 16, 2020 and was previously included in our National Media segment results.

We closed on the sale of our Tulsa radio stations on October 1, 2018, closed on the sales of our Milwaukee, Knoxville, Omaha, Springfield and Wichita radio stations on November 1, 2018 and closed on the sales of our Boise and Tucson radio stations on December 12, 2018.

Discontinued operations in 2020 reflect a $139 million gain on divestiture for Stitcher, as well as, a contract termination charge the Stitcher business incurred that totaled $12 million.

The gain on divestiture for Stitcher reflects a $10 million fair value estimate for contingent earnout consideration.

In 2018, results of discontinued operations included $25.9 million of non-cash impairment charges to write-down the goodwill of our radio business to fair value.

Discontinued operations reflect the historical results of our Stitcher operations.

During the second quarter of 2020, our Board of Directors approved the sale of our Stitcher podcasting business and we signed a definitive agreement for its sale on July 10, 2020.

The transaction closed on October 16, 2020.

Business Segment Results — As discussed in the Notes to Consolidated Financial Statements, our chief operating decision maker evaluates the operating performance of our business segments using a measure called segment profit.

Segment profit excludes interest, defined benefit pension plan expense, income taxes, depreciation and amortization, impairment charges, divested operating units, restructuring activities, investment results and certain other items that are included in net income (loss) determined in accordance with accounting principles generally accepted in the United States of America.

Segment profit excludes interest, defined benefit pension plan amounts, income taxes, depreciation and amortization, impairment charges, divested operating units, restructuring activities, investment results and certain other items that are included in net income (loss) determined in accordance with accounting principles generally accepted in the United States of America.

Items excluded from segment profit generally result from decisions made in prior periods or from decisions made by corporate executives rather than the managers of the business segments.

2 unchanged sentences

Excluding these items from measurement of our business segment performance enables us to evaluate business segment operating performance based upon current economic conditions and decisions made by the managers of those business segments in the current period.

We allocate a portion of certain corporate costs and expenses, including information technology, certain employee benefits and shared services, to our business segments.

The allocations are generally amounts agreed upon by management, which may differ from an arms-length amount.

Our respective business segment results reflect the impact of intercompany carriage agreements between our local broadcast television stations and our national networks.

We also allocate a portion of certain corporate costs and expenses, including information technology, certain employee benefits and shared services to our business segments.

These intercompany agreements and allocations are generally amounts agreed upon by management, which may differ from an arms-length amount.

Corporate assets are primarily cash and cash equivalents, restricted cash, property and equipment primarily used for corporate purposes and deferred income taxes.

Effective with the January 7, 2021 close of the ION acquisition, we realigned our internal reporting structure and changed the reporting of our businesses’ operating results to reflect this new structure.

Under the new structure, our operating results are reported under Local Media, Scripps Networks and Other segment captions.

The Scripps Networks segment is comprised of nine national television networks that reach nearly every U.S.

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

The operating results of the sold Triton business, and our other national businesses that were previously reported in our National Media segment, are aggregated with our remaining business activities in the Other segment caption.

Information regarding the operating performance of our business segments and a reconciliation of such information to the Consolidated Financial Statements is as follows:

3 unchanged sentences

Local Media $ 1,319,468 (11.3) % $ 1,488,237 44.1 % $ 1,032,709

National Media 378,218 16.9 % 323,674 37.7 % 235,107

Scripps Networks 951,883 309,076 14.4 % 270,060

Other 26,924 (63.1) % 73,010 24.7 % 58,534

Intersegment eliminations (14,743) 14.8 % (12,845) 29.7 % (9,904)

Total operating revenues $ 2,283,532 22.9 % $ 1,857,478 37.4 % $ 1,351,399

1 unchanged sentence

Local Media $ 268,140 (39.6) % $ 444,243 95.0 % $ 227,789

National Media 62,538 44.9 % 43,166 48.0 % 29,168

Scripps Networks 389,278 28,324 81.7 % 15,585

Other 359 (98.0) % 18,173 32.5 % 13,720

5 unchanged sentences

Interest expense (165,164) (92,994) (80,596)

Loss on extinguishment of debt (15,347) — —

Defined benefit pension plan expense (343) (4,388) (6,953)

Gain on sale of Triton business 81,784 — —

Losses on stock warrant (99,118) — —

Miscellaneous, net (15,469) 2,914 1,194

Income from continuing operations before income taxes $ 187,088 $ 209,020 $ 1,004

Local Media — Our Local Media segment includes our 61 local broadcast stations and their related digital properties.

Local Media — Our Local Media segment includes our 61 local broadcast stations and their related digital operations.

It is comprised of 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;

two MyNetworkTV affiliates;

three independent stations and 10 additional low power stations.

Our Local Media segment earns revenue primarily from the sale of advertising to local, national and political advertisers and retransmission fees received from cable operators, telecommunication companies and satellite carriers.

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

National television networks offer affiliates a variety of programs and sell the majority of advertising within those programs.

In addition to network programs, we broadcast local and national internally produced programs, syndicated programs, sporting events and other programs of interest in each station's market.

five independent stations and 10 additional low power stations.

National television networks offer affiliates a variety of programming and sell the majority of advertising within those programs.

In addition to network programs, we broadcast internally produced local and national programs, syndicated programs, sporting events and other programs of interest in each station's market.

News is the primary focus of our locally-produced programming.

7 unchanged sentences

Political 22,693 (91.5) % 266,683 23,263

Retransmission 581,514 51.9 % 382,710 27.0 % 301,411

Retransmission and carriage fees 617,292 3.9 % 594,359 51.4 % 392,614

Other 15,619 (11.5) % 17,658 4.1 % 16,962

3 unchanged sentences

Programming 438,719 8.2 % 405,604 46.5 % 276,784

Impairment of programming assets — — 8,920

Other expenses 178,620 (6.3) % 190,721 16.1 % 164,335

1 unchanged sentence

Segment profit $ 268,140 (39.6) % $ 444,243 95.0 % $ 227,789

On December 30, 2020, we completed the sale of our WPIX television station.

On September 19, 2019, we acquired eight television stations from the Nexstar-Tribune transaction, and on May 1, 2019, we acquired 15 television stations from Cordillera.

These stations are referred to as the "acquired stations" in the discussion that follows.

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

The inclusion of operating results from these stations for the periods subsequent to their acquisition impacts the comparability of our Local Media segment operating results.

The exclusion or inclusion of operating results from these stations for the periods subsequent to their disposition or acquisition impacts the comparability of our Local Media segment operating results.

2021 compared with 2020

Total Local Media revenues increased $453 million or 44% in 2020.

Excluding the acquired stations, Local Media revenues increased 22% year-over-year, driven by higher political revenues during this election year and an increase in retransmission revenue.

While retransmission revenues have been affected by an acceleration of subscriber losses at the MVPDs, particularly among satellite providers, rate increases have more than offset those subscriber declines.

After a six-week blackout period, we concluded our negotiation with DISH Network on September 6, 2020, with service restored that day to DISH subscribers in the 42 markets where we operate television stations.

In 2020, we renegotiated three key retransmission consent contracts.

In addition, on December 31, 2019, 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.

Increases in political revenue and retransmission revenue more than offset the weakness in core advertising revenue.

When excluding the acquired stations, core advertising decreased 14% in 2020, driven by political advertising displacement as

well as weakened economic conditions reflecting the impact of the COVID-19 pandemic that began toward the end of the first quarter and negatively affected spending from our advertisers.

We began to see cancellations late in the first quarter, which we believe reduced our first quarter advertising revenues at Local Media by at least $8 million.

Second quarter results were significantly impacted by the economic downturn, with the greatest impact in April.

We have seen continued improvement since April in the advertising markets as economies began to reopen.

We expect the advertising markets to continue to recover.

Total Local Media revenues decreased $169 million or 11% in 2021 compared to 2020.

Excluding the impact of the WPIX disposition, Local Media revenues decreased $105 million or 7.4% year-over-year.

On a same-station basis, there was a year-over-year decrease in political revenues of $242 million during this non-election year, which was partially offset by increases in same-station core advertising and retransmission revenues.

Retransmission revenues on a same-station basis increased $38.5 million year-over-year.

While retransmission revenues have been affected by subscriber losses by the MVPDs, particularly among satellite providers, rate increases have more than offset those subscriber declines.

Core advertising revenues on a same-station basis increased $95.2 million or 17% year-over-year.

Political advertising displacement, as well as weakness in economic conditions attributed to the COVID-19 pandemic, had an impact on our 2020 core advertising results.

We began to see cancellations late in the first quarter and estimate that the impact of the pandemic reduced our core advertising revenues by at least $8 million in the first quarter of 2020.

Second quarter 2020 results were significantly impacted by the economic downturn caused by the outbreak, with the greatest impact in April.

We saw improvements in the advertising markets starting in May 2020 as economies began to reopen.

Costs and expenses

Employee compensation and benefits increased $83.9 million or 23% in 2020 compared to 2019.

Excluding the acquired stations, the expense increased 3.9% reflecting the impact of bonus payments in lieu of annual merit increases.

Programming expense increased $129 million or 47% in 2020.

Excluding the acquired stations, programming expense increased 26% year-over-year, primarily due to higher network affiliation fees.

Network affiliation fees have been increasing industry-wide due to higher rates on renewals, as well as contractual rate increases during the terms of the affiliation agreements, and we expect that they may continue to increase over the next several years.

Other expenses increased $26.4 million or 16% in 2020.

Excluding the acquired stations, other expenses decreased 10% year-over-year.

In response to the weakened economic conditions created by COVID-19, we implemented various cost saving initiatives through general expense reductions in areas of travel, entertainment and marketing.

National Media — Our National Media segment is comprised of the operations of our national media businesses including five national broadcast networks, the Katz networks;

next-generation national news network, Newsy;

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

and other national brands.

Our National Media group earns revenue primarily through the sale of advertising.

Operating results for our National Media segment were as follows:

Employee compensation and benefits decreased $13.7 million or 3.1% in 2021 compared to 2020.

Excluding the impact of the WPIX disposition, employee compensation and benefits increased $19.4 million or 4.7% year-over-year.

The increase in employee compensation and benefits is primarily attributed to annual merit increases, higher bonus compensation year-over-year and increases in commissions as a result of higher advertising revenue.

Programming expense increased $33.1 million or 8.2% in 2021 compared to 2020.

Excluding the impact of the WPIX disposition, the expense increased $44.3 million or 11% year-over-year, reflecting the impact of higher network affiliation fees.

Network affiliation fees have been increasing industry-wide due to higher rates on renewals, as well as contractual rate increases during the terms of the affiliation agreements.

Other expenses decreased $12.1 million or 6.3% in 2021 compared to 2020.

Excluding the impact of the WPIX disposition, other expenses increased $7.6 million or 4.4% year-over-year.

In response to the weakened economic conditions created by COVID-19 toward the end of the first quarter of 2020, we implemented various cost saving initiatives through general expense reductions in areas of travel, entertainment and marketing.

The increase in 2021 reflects an increase in both national representation commissions and marketing and advertising costs.

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 broadcast, cable/satellite, connected TV and digital distribution.

Our Scripps Networks group earns revenue primarily through the sale of advertising.

The advertising received by our national networks can be subject to seasonal and cyclical variations and is most impacted by national economic conditions.

Operating results for our Scripps Networks segment were as follows:

For the years ended December 31,

(in thousands) 2021 Change 2020 Change 2019

Segment operating revenues:

Katz $ 257,487 13.4 % $ 227,035 22.2 % $ 185,852

Newsy 51,461 19.6 % 43,025 75.0 % 24,588

Triton 45,617 11.1 % 41,065 3,292

Other 23,653 88.5 % 12,549 (41.3) % 21,375

Total operating revenues $ 951,883 $ 309,076 14.4 % $ 270,060

4 unchanged sentences

Total costs and expenses 562,605 280,752 10.3 % 254,475

Segment profit (loss) $ 62,538 44.9 % $ 43,166 48.0 % $ 29,168

Our National Media business Triton was acquired on November 30, 2018.

The inclusion of operating results from this business for the periods subsequent to the acquisitions impacts the comparability of our National Media segment operating results.

Segment profit $ 389,278 $ 28,324 81.7 % $ 15,585

On January 7, 2021, we acquired the national broadcast network ION.

The inclusion of operating results from this business for the periods subsequent to the acquisition impacts the comparability of our consolidated and segment operating results.

2021 compared with 2020

National Media revenues increased $55 million or 17% in 2020 as a result of growth in each of the National Media businesses.

Katz's increase in revenue was driven by growth at its networks, specifically Grit and Laff, as well as Court TV, which launched in May 2019.

Newsy's revenue increase was driven by growth of advertising on over-the-top platforms and political revenue recognized during this presidential election year.

Political revenue at Newsy for 2020 was $5.3 million.

Triton experienced revenue growth in its infrastructure business, specifically in content delivery, ad serving and the programmatic marketplace.

Weakness in economic conditions that began toward the end of the first quarter, reflecting the impact of the COVID-19 pandemic, negatively affected spending from our advertisers.

We began to see cancellations late in the first quarter, which we believe reduced our first quarter National Media revenues by approximately $1.3 million.

The impact was greatest in April and we have seen continued improvement in the advertising markets since that time as economies began to reopen.

We expect the advertising markets to continue to recover, however, we expect growth in National Media revenue to remain below the 30% year over year levels we experienced prior to COVID-19.

Scripps Networks revenues, which are primarily comprised of advertising revenues, increased $643 million in 2021 compared to 2020.

The amount of advertising revenue we earn is a function of the pricing negotiated with advertisers, the number of advertising spots sold and the audience impressions delivered.

Weakness in economic conditions that began toward the end of the first quarter of 2020, reflecting the impact of the COVID-19 pandemic, negatively affected 2020 year-to-date, particularly second quarter 2020, advertising spending and rates for our Scripps Networks businesses.

The impact of the ION acquisition and significant year-over-year increases in advertising rates for our legacy Scripps Networks businesses, in both general market and direct response, were the primary drivers of revenue increases during the year.

Cost and Expenses

Employee compensation and benefits increased $7.9 million or 12% in 2020 as a result of higher payroll and benefits costs due to the impact of increased hiring at Katz, Newsy and Triton throughout 2019 and early 2020, as well as the impact of bonus payments in lieu of annual merit increases.

Programming expense increased $3.5 million or 2.8% in 2020.

Programming expense includes the amortization and distribution of programming for Katz and other programming costs.

The overall increase is attributable to contractual rate increases at Katz, higher affiliate fees related to the increased distribution of all the Katz networks and the annualization of affiliate fees tied to increased distribution at Court TV.

Other expenses increased $23.8 million or 25% in 2020.

Other expenses increased at Katz, Newsy and Triton due to certain expenses that are directly tied to their revenue growth.

Employee compensation and benefits increased $48.3 million or 87% in 2021 compared to 2020.

When compared to the prior year, our average full-time equivalent employees has increased by about 90%, reflecting the impact of the ION acquisition and continued investment to support the growth of our legacy Scripps Networks businesses.

Higher year-over-year bonus compensation also contributed to the increase in employee compensation and benefits.

Programming expense increased $151 million in 2021 compared to 2020.

Costs attributed to acquired ION programming and ION affiliation fees totaled $117 million in 2021.

The remaining increase is driven by the launch of two new networks and higher affiliate fees reflecting both contractual rate increases and increased distribution across the legacy Scripps Networks businesses.

Other expenses increased $82.4 million or 93% in 2021 compared to 2020.

The increase primarily reflects incremental occupancy, marketing and other administrative costs related to the ION acquisition.

Additionally, marketing, advertising and rating services costs attributed to our legacy Scripps Networks businesses increased $22.7 million in 2021.

Shared services and corporate

6 unchanged sentences

Shared services and corporate expenses were up year-over-year with $75.6 million in 2021 and $60.8 million in 2020.

Employee compensation and benefits increased nearly $4 million reflecting the impact of bonus payments in lieu of annual merit increases.

Employee compensation and benefits increased $15.5 million primarily reflecting increases in corporate staffing to support the ION acquisition.

Liquidity and Capital Resources

3 unchanged sentences

At the end of December 2021, we had approximately $66.2 million of unrestricted cash on hand and $393 million of additional borrowing capacity under our revolving credit facility.

Based on our current business plan, we believe our cash flow from operations will provide sufficient liquidity during this economic downturn to meet the Company’s operating needs for the next 12 months.

In addition, the Company’s liquidity is enhanced through the federal government’s stimulus measures, including the deferral of social security taxes;

tax relief on the use of net operating losses and interest expense limitations;

and a few other provisions that either brought in cash this year or pushed out cash payments to 2021 and beyond.

While we currently do not anticipate liquidity constraints, in the event of a prolonged period of economic weakness, there are additional measures we could take to further control cost, slow our working capital needs and generate cash.

Debt Covenants

Our term loans and our senior notes do not have maintenance covenants.

The earliest maturity of our term loans and unsecured notes is the fourth quarter of 2024.

Our revolving credit facility permits maximum leverage of 4.75 times the two-year average earnings before interest, taxes, depreciation and amortization (EBITDA) as defined by our credit agreement, through second quarter of 2022, at which point it steps down to 4.5 times.

Based upon our current outlook, we expect to be in compliance with that covenant.

Operating activities

Cash provided by operating activities for the years ended December 31 is as follows:

Based on our current business plan, we believe our cash flow from operations will provide sufficient liquidity to meet the Company’s operating needs for the next 12 months.

For the years ended December 31,

(in thousands) 2021 2020

Net cash provided by operating activities $ 237,000 $ 277,394

Net cash provided by (used in) investing activities (2,455,996) 317,422

Net cash provided by financing activities 693,475 998,179

Effect of foreign exchange rates on cash, cash equivalents and restricted cash (20) 58

Increase (decrease) in cash, cash equivalents and restricted cash $ (1,525,541) $ 1,593,053

Cash flows from operating activities

Net income (loss) $ 269,333 $ (18,378) $ 19,749

Income (loss) from discontinued operations, net of tax 115,769 (16,465) (50,140)

Income (loss) from continuing operations, net of tax 153,564 (1,913) 69,889

Adjustments to reconcile net income (loss) from continuing operations to net cash flows from operating activities:

Depreciation and amortization 107,155 84,344 60,711

Impairment of programming assets — — 8,920

Loss (gain) on disposition of investments — (930) 251

Losses (gains) on sale of property and equipment 661 (1,692) 1,255

Programming assets and liabilities (16,966) 21,194 (12,788)

Deferred income taxes 80,641 (5,782) 18,241

Stock and deferred compensation plans 17,859 14,697 10,500

Pension expense, net of contributions (29,687) (13,066) (4,052)

Other changes in certain working capital accounts, net 34,094 (109,530) (11,446)

Miscellaneous, net 8,009 8,194 4,243

Net cash provided by (used in) operating activities from continuing operations 355,330 (4,484) 145,724

Net cash used in operating activities from discontinued operations (77,936) (22,968) (4,813)

Net operating activities $ 277,394 $ (27,452) $ 140,911

In 2020, cash provided by operating activities from continuing operations was $355 million and in 2019, cash used in operating activities from continuing operations was $4.5 million.

The $360 million increase in cash provided by continuing operating activities was primarily attributable to a $230 million year-over-year increase in segment profit combined with changes in working capital accounts that increased year-over-year cash by $144 million.

These increases in cash flow were partially offset by $21 million higher cash interest payments made in 2020 compared to 2019.

Interest payments increased due to the issuance of a $765 million term loan in May 2019 and issuance of $500 million of senior unsecured notes in July 2019 to fund the Cordillera and Nexstar-Tribune acquisitions.

The primary factors affecting changes in certain working capital accounts are described below:

• Year-over-year cash provided from changes in accounts receivable increased $58 million in 2020 compared to 2019.

We did not acquire working capital in the Nexstar-Tribune acquisition that closed in September 2019, and as advertisers tend to pay on a 60- to 90-day lag, fourth quarter 2019 revenue resulted in growth of the accounts receivable balance.

In 2020, we received over $50 million from Nexstar related to cash collected on December 31, 2019 receivables.

Political advertising revenue does not generally impact year-over-year accounts receivable balances as the advertising is typically paid in advance.

• Timing of payments made on accounts payable increased the year-over-year cash provided from working capital by $18 million, mainly attributable to the slower timing of payments made to our vendors in order to control liquidity during the current economic conditions.

• Timing of payments made on other current liabilities increased the year-over-year cash provided from working capital by $41 million, partly attributable to the timing of tax payments.

In the second quarter of 2019, we paid $11 million in taxes, primarily related to income taxes accrued in 2018 from the sale of our radio stations.

In 2020, an increase of $19.4 million in accrued income taxes also contributed to an increase in cash from working capital accounts.

Investing activities

Cash used in investing activities for the years ended December 31 is as follows:

For the years ended December 31,

(in thousands) 2020 2019 2018

Cash provided by operating activities decreased $40.4 million in 2021 compared to 2020.

The decrease reflects a $152 million year-over-year increase in segment profit offset by a $43.7 million increase in interest paid, $116 million increase in income taxes paid, $21.7 million increase in acquisition and integration costs and year-over-year cash outlay increase of $42.3 million for programming investments in excess of programming amortization.

The increase in interest payments reflects the impact of the issuance of new debt related to the financing of the ION acquisition.

Cash flows from investing activities

Acquisitions, net of cash acquired $ (7,103) $ (1,190,422) $ (149,469)

Proceeds from sale of WPIX television station 83,738 — —

Additions to property and equipment (44,949) (60,935) (47,093)

Acquisition of intangible assets (1,883) (24,864) (7,229)

Purchase of investments (8,309) (1,636) (558)

Proceeds from FCC repack 28,365 6,959 1,530

Miscellaneous, net 5,319 6,734 2,307

Net cash provided by (used in) investing activities from continuing operations 55,178 (1,264,164) (200,512)

Net cash provided by (used in) investing activities from discontinued operations 262,244 (343) 73,028

Net investing activities $ 317,422 $ (1,264,507) $ (127,484)

In 2020, cash provided by investing activities from continuing operations was $55 million.

In 2019 and 2018 we used $1.3 billion and $201 million, respectively, in cash for investing activities from continuing operations.

The primary factors affecting our cash flows from investing activities for the years presented are described below.

• In the fourth quarter of 2020, we acquired the Denver, Colorado station KCDO for $9.6 million in cash.

Additionally, in the second quarter of 2020, we received cash consideration and reduced the Cordillera purchase price by $2.5 million related to an indemnification claim on certain acquired assets.

During 2019, we acquired three television stations owned by Raycom Media for $55 million in cash, we acquired 15 television stations owned by Cordillera Communications, LLC for $521 million in cash, plus an estimated working capital adjustment of $23.9 million, we completed the acquisition of Omny Studio for a cash purchase price of $8.3 million and we acquired eight television stations from the Nexstar-Tribune transactions for $582 million.

In 2018, we acquired Triton for $150 million, net of cash acquired.

• In December 2020, we completed the sale of our WPIX television station to Mission Broadcasting, Inc.

for total cash consideration of $83.7 million, including interest income of $7.6 million.

• During 2020, capital expenditures decreased $14.7 million year-over-year.

In order to preserve liquidity in response to the changing economic environment, we undertook a number of cost saving initiatives, including a reduction in capital expenses.

Included in Local Media's capital expenditures were costs incurred related to the FCC repacking process.

In 2020, 2019 and 2018, repacking costs incurred were $10.1 million, $16.7 million and $17.9 million, respectively.

• In April of 2019, we acquired assets from an independent station in Stuart, Florida, for $23.6 million in cash, the majority of which were intangible assets.

In 2018, we recognized other intangible assets related to the acquisition of cable and satellite carriage rights for Newsy.

• In 2020, we contributed $8.3 million in cash to our investments.

• In 2020, 2019 and 2018, we received $28.4 million, $7.0 million and $1.5 million, respectively, in proceeds from the FCC repacking process.

• Miscellaneous investing activities for the current year include $3.2 million in proceeds from the disposal of property and equipment, mainly related to an indemnification settlement on one of our television broadcast towers acquired by Cordillera.

In 2019, miscellaneous investing activities included cash received from the sale of land and the sale of assets at Triton.

In the repacking process associated with the incentive spectrum auction conducted by the FCC in 2017, the FCC has reassigned some stations to new post-auction channels.

We do not expect reassignment to new channels to have a material impact on our stations' broadcast signals as viewed in their markets.

Twenty-seven of our current full power stations (including nine from recent acquisitions) have been assigned to new channels.

The legislation authorizing the incentive auction and repack provides the FCC with up to a $2.75 billion fund to reimburse reasonable costs incurred by stations that are reassigned to new channels in the repack.

We expect the FCC fund will be sufficient to cover the costs we would expect to incur for the repack and that our only potential funding risks would be limited to any disagreements with the FCC over reimbursement of expenditures incurred.

Reimbursements provided by the FCC are recognized as the cash is received.

We have spent $48.6 million to date on FCC repack.

As of early July 2020, all full power stations were operating on their reassigned channels.

We incurred incremental costs through the remainder of 2020 to complete work delayed by the COVID-19 pandemic.

We have received total reimbursement proceeds from the FCC of $36.9 million of which $28.4 million was received during the year ended December 31, 2020.

Financing activities

Cash used in or provided by financing activities for the years ended December 31 is as follows:

For the years ended December 31,

(in thousands) 2020 2019 2018

Cash used in investing activities was $2.46 billion in 2021 compared to $317 million of cash provided by investing activities in 2020.

Investing activities in 2021 reflect the $2.68 billion acquisition of ION, $225 million of net proceeds from the sale of our Triton business and $34.3 million of proceeds from the building sale at our Denver KMGH television station.

Investing activities in 2020 reflect $349 million of proceeds from the completed sales of the Stitcher business and WPIX television station.

Capital expenditures totaled $60.7 million in 2021 and $44.9 million in 2020.

Cash flows from financing activities

Proceeds from issuance of long-term debt $ 1,050,000 $ 1,261,175 $ —

Payments on long-term debt (10,612) (8,728) (5,656)

Deferred financing costs — (31,295) —

Dividends paid (16,574) (16,374) (16,395)

Repurchase of Class A Common shares — (584) (32,323)

Proceeds from exercise of stock options — — 1,857

Tax payments related to shares withheld for vested stock and RSUs (2,881) (3,831) (3,796)

Miscellaneous, net (21,754) 17,463 1,316

Net cash provided by (used in) financing activities from continuing operations $ 998,179 $ 1,217,826 $ (54,997)

In 2020 and 2019, cash provided by financing activities from continuing operations was $998.2 million and $1.2 billion, respectively.

In 2018, cash used in financing activities from continuing operations was $55.0 million.

The primary factors affecting our cash flows from continuing financing activities are described below.

On December 30, 2020, we issued $550 million of senior secured notes that mature on January 15, 2029 and bear interest at a rate of 3.875% per annum and $500 million senior unsecured notes that mature on January 15, 2031 and bear interest at a rate of 5.375% per annum.

The proceeds from these senior notes contributed to the financing of the January 7, 2021 ION acquisition.

On May 1, 2019, we issued a $765 million term loan B that matures in May 2026 and issued $500 million of senior unsecured notes that mature on July 15, 2027 and bear interest at a rate of 5.875%.

The proceeds from these debt issuances contributed to the financing on the Cordillera and Nexstar/Tribune television station acquisitions.

We have $1.95 billion of senior notes and $1.04 billion outstanding balance on our term loans.

Cash provided by financing activities was $693 million in 2021 compared to $998 million in 2020.

Cash generated for both years reflects financing activities that were used for the ION acquisition.

On December 30, 2020, we issued $1.05 billion of senior notes and completed the financing on January 7, 2021 with the issuance of an $800 million term loan B and issuance of $600 million of preferred equity shares to Berkshire Hathaway.

Our debt has required annual principal payments of $18.6 million.

On January 7, 2021, we entered into a Sixth Amendment to the Third Amended Restated Credit Agreement ("Sixth Amendment") and issued an $800 million term loan B that contributed to the financing of the ION acquisition.

The Sixth Amendment also increased the capacity of the Revolving Credit Facility to $400 million and extended the facility's maturity date to the earlier of January 2026 or 91 days prior to the stated maturity date for any of our existing loans and our existing unsecured notes that mature within the facility’s term.

We are subject to interest rate risk associated with our credit agreement, as borrowings bear interest at LIBOR plus respective fixed margin spreads or spreads determined relative to our Company’s leverage ratio.

Accordingly, a 100 basis point increase in LIBOR would increase annual interest expense on our variable rate borrowings by approximately $10.4 million.

In November 2020, our Board of Directors authorized a debt repurchase program pursuant to which we may reduce, through redemptions or open market purchases and retirement, a combination of the outstanding principal balance of our senior secured and senior unsecured notes, and the additional indebtedness incurred from the financing of the ION acquisition.

The authorization permits an aggregate principal amount reduction of up to $500 million upon closing of the ION acquisition.

The authorization expires on March 1, 2023.

We paid quarterly dividends of 5 cents per share, totaling $16.6 million and $16.4 million in 2020 and 2019, respectively.

In November 2016, our Board of Directors authorized a share repurchase program of up to $100 million of our Class A Common shares.

This authorization expired on March 1, 2020.

In February 2020, our Board of Directors authorized a new share repurchase program of up to $100 million of our Class A Common shares through March 1, 2022.

Shares can be repurchased under the authorization via open market purchases or privately negotiated transactions, including accelerated stock repurchase transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 of the Securities Exchange Act of 1934.

No shares were repurchased under either authorization during 2020.

During 2019, we repurchased $0.6 million of shares ranging from $15.54 to $18.72 per share.

From March 15, 2018 through August 20, 2018, we were in a black out period for repurchasing shares while we negotiated the sales of our radio stations.

On August 21, 2018, we entered into an Accelerated Share Repurchase ("ASR") agreement with JP Morgan to repurchase the Company’s common stock.

During 2018, we repurchased $32.3 million of shares, of which, $25 million was under the ASR agreement.

We completed the acquisition of ION on January 7, 2021 for $2.65 billion.

The transaction was financed with a combination of cash on hand, $1.85 billion of secured and unsecured debt, and a $600 million preferred equity investment in Scripps by Berkshire Hathaway.

Additionally, during 2021, we redeemed the $400 million outstanding principal amount of our 2025 Senior Notes, $15.4 million of the 2027 Senior Notes, $22.0 million of the 2031 Senior Notes and made additional principal payments on term loans totaling $125 million.

Preferred stock dividends paid in 2021 totaled $45.1 million.

On January 7, 2021, we entered into the Sixth Amendment to the Third Amended Restated Credit Agreement ("Sixth Amendment").

The Sixth Amendment increased the capacity of the Revolving Credit Facility to $400 million and extended the facility's maturity date to the earlier of January 2026 or 91 days prior to the stated maturity date for any of our existing loans and our existing unsecured notes that mature within the facility’s term.

In connection with our credit agreement, we also have $1.7 billion of outstanding balance on our term loans.

The annual required principal payments on these term loans total $18.6 million and the earliest maturity date for any of the loans is October of 2024.

As of December 31, 2021, we also have $1.5 billion of senior notes outstanding.

Senior secured notes totaling $550 million bear interest at a rate of 3.875% per annum and mature on January 15, 2029.

Senior unsecured notes have a total

outstanding principal balance of $963 million.

The senior notes that mature on July 15, 2027 bear interest at 5.875% per annum and the senior notes that mature on January 15, 2031 bear interest at a rate of 5.375% per annum.

Debt Covenants

Our term loans and our senior notes do not have maintenance covenants.

The earliest maturity of our term loans and unsecured notes is the fourth quarter of 2024.

Based upon our current outlook, we expect to be in compliance with that covenant.

Debt Repurchase Program

In May 2021, our Board of Directors provided additional debt repurchase program authorization pursuant to which we may reduce, through redemptions or open market purchases and retirement, a combination of the outstanding principal balance of our senior secured and senior unsecured notes.

The authorization currently permits an aggregate principal amount reduction of up to $562.6 million and expires on March 1, 2023.

With the closing of the ION acquisition, we entered into a Securities Purchase Agreement with Berkshire Hathaway Inc., ("Berkshire Hathaway"), pursuant to which Berkshire Hathaway provided $600 million of financing in exchange for 6,000 Series A Preferred Shares of the Company.

The Preferred Shares, having a face value of $100,000 per share, are perpetual and will be redeemable at the option of the Company beginning on the fifth anniversary of issuance, and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the Preferred Shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or not declared).

Preferred stock dividends, effective through December 15, 2021, were paid in 2021 totaling $45.1 million.

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

Under the terms of the preferred equity investment, we will be prohibited from paying dividends on and repurchasing our common shares until all preferred shares are redeemed.

We have met our funding requirements for our defined benefit pension plans under the provisions of the Pension Funding Equity Act of 2004 and the Pension Protection Act of 2006.

In 2021, we expect to contribute approximately $25.8 million in total to our defined benefit pension plans and our SERPs.

Off-Balance Sheet Arrangements and Contractual Obligations

Off-Balance Sheet Arrangements

Off-balance sheet arrangements include the following four categories:

obligations under certain guarantees or contracts;

retained or contingent interests in assets transferred to an unconsolidated entity or similar arrangements;

obligations under certain derivative arrangements;

and obligations under material variable interests.

In February 2020, our Board of Directors authorized a share repurchase program of up to $100 million of our Class A Common shares through March 1, 2022.

Shares can be repurchased under the authorization via open market purchases or privately negotiated transactions, including accelerated stock repurchase transactions, block trades, or pursuant to trades intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934.

No shares were repurchased under any authorizations during 2021 or 2020.

Under the terms of the Preferred Shares, we are prohibited from paying dividends on and repurchasing our common shares until all Preferred Shares are redeemed.

Contractual Obligations

A summary of our contractual cash commitments as of December 31, 2020 is as follows:

The following table summarizes contractual cash obligations as of December 31, 2021:

Less than Years Years Over

6 unchanged sentences

Deferred compensation and other post-employment benefits 1,247 2,701 2,617 23,188 29,753

Employment and talent contracts 58,047 65,192 5,900 141 129,280

Pension obligations 25,831 31,675 11,412 94,310 163,228

Operating leases 12,404 18,515 12,623 21,421 64,963

Other purchase and service commitments 41,960 85,788 11,206 1,866 140,820

Employment and talent contracts (c) 74,920 66,071 2,464 — 143,455

Pension obligations (d) 26,353 2,654 2,474 72,703 104,184

Operating leases (e) 27,477 45,196 32,024 54,495 159,192

Other purchase and service commitments (f) 106,539 38,924 11,645 60 157,168

Total contractual cash obligations $ 970,163 $ 1,368,551 $ 1,283,114 $ 2,529,584 $ 6,151,412

(1) This table does not include contractual obligations for discontinued operations.

Refer to Note 21.

Assets Held for Sale and Discontinued Operations for additional information.

Long-term debt — Long-term debt includes $550 million secured senior notes, $1.4 billion of unsecured senior notes and $1.0 billion outstanding balance on our term loans.

We have $550 million of senior secured notes that matures on January 15, 2029 and bear interest at a rate of 3.875% per annum.

We have $400 million of senior unsecured notes that mature on May 15, 2025 and bear interest at a rate of 5.125% per annum.

We have $500 million of senior unsecured notes that mature on July 15, 2027, which bear interest at a rate of 5.875% per annum.

We also have $500 million of senior unsecured notes that mature on January 15, 2031 and bear interest at a rate of 5.375% per annum.

Additionally, we have $290.3 million outstanding on a term loan B that matures in October 2024.

Interest is payable at a rate based on LIBOR, plus a fixed margin of 2.00%.

Interest will reduce to a rate of LIBOR plus a fixed margin of 1.75% if the Company’s total net leverage, as defined by the loan agreement, is below 2.75.

The rate on this term loan was 2.15% at December 31, 2020.

We also have $751.7 million outstanding on a term loan B that matures in May 2026.

Following an amendment to this loan on December 18, 2019, interest is payable at a rate based on LIBOR, plus a fixed margin of 2.50%.

The rate on this term loan was 2.65% at December 31, 2020.

Amounts included in the table may differ from amounts actually paid due to changes in LIBOR.

A 100 basis point increase in LIBOR would result in an increase in annual interest payments of approximately $10.4 million.

Our credit agreement also includes a provision that in certain circumstances we must use a portion of excess cash flow to repay debt.

Principal payments included in the contractual obligations table reflect only scheduled principal payments and do not reflect any amounts that may be required to be paid under this provision.

As of December 31, 2020, we were not required to make any additional principal payments pursuant to this provision.

Other Contractual Obligations — In the ordinary course of business, we enter into long-term contracts to license or produce programming, to secure on-air talent, to lease office space and equipment and to purchase other goods and services.

Programming — Program licenses generally require payments over the terms of the licenses.

(a) — Refer to Note 11.

Long-Term Debt of the Notes to Consolidated Financial Statements (Part II, Item 8 of this Form 10-K).

(b) — Program licenses generally require payments over the terms of the licenses.

Licensed programming includes both programs that have been delivered and are available for telecast and programs that have not yet been produced.

It also includes payments for our broadcast television station network affiliation agreements and Katz carriage agreements with local television broadcasters.

It also includes payments for our broadcast television station network affiliation agreements and Scripps Networks carriage agreements with local television broadcasters.

If the programs are not produced, our commitments would generally expire without obligation.

1 unchanged sentence

Variable amounts in excess of the contractual amounts payable to the networks and broadcasters are not included in the amounts above.

Talent Contracts — We secure on-air talent for our television stations through multi-year talent agreements.

Certain agreements may be terminated under certain circumstances or at certain dates prior to expiration.

1 unchanged sentence

Amounts due under the contracts, assuming the contracts are not terminated prior to their expiration, are included in the contractual obligations table.

Pension Funding — We sponsor a noncontributory defined benefit pension plan and non-qualified Supplemental Executive Retirement Plans ("SERPs").

Contractual commitments summarized in the contractual obligations table include payments to meet minimum funding requirements of our defined benefit pension plans and estimated benefit payments for our unfunded SERPs.

(d) — Contractual commitments summarized include payments to meet minimum funding requirements of our defined benefit pension plans and estimated benefit payments for our unfunded SERPs.

Contractual pension obligations reflect anticipated minimum statutory pension contributions as of December 31, 2021, based upon pension funding regulations in effect at the time and our current pension assumptions regarding discount rates and returns on plan assets.

3 unchanged sentences

While benefit payments under these plans are expected to continue beyond 2031, we do not believe it is practicable to estimate payments beyond this period.

Operating Leases — We obtain certain office space under multi-year lease agreements.

Leases for office space are generally not cancelable prior to their expiration.

Leases for operating and office equipment are generally cancelable by either party with 30 to 90 days notice.

However, we expect such contracts will remain in force throughout the terms of the leases.

The amounts included in the table above represent the amounts due under the agreements assuming the agreements are not canceled prior to their expiration.

We expect our operating leases will be renewed or replaced with similar agreements upon their expiration.

Purchase Commitments — We obtain audience ratings, market research and certain other services under multi-year agreements.

(e) — Refer to Note 9.

Leases of the Notes to Consolidated Financial Statements (Part II, Item 8 of this Form 10-K).

(f) — We obtain audience ratings, market research and certain other services under multi-year agreements.

These agreements are generally not cancelable prior to expiration of the service agreement.

We expect such agreements will be renewed or replaced with similar agreements upon their expiration.

We may also enter into contracts with certain vendors and suppliers.

These contracts typically do not require the purchase of fixed or minimum quantities and generally may be terminated at any time without penalty.

Included in the table of contractual obligations are purchase orders placed as of December 31, 2020.

Purchase orders placed with vendors, including those with whom we maintain contractual relationships, are generally cancelable prior to shipment.

While these vendor agreements do not require us to purchase a minimum quantity of goods or services, and we may generally cancel orders prior to shipment, we expect expenditures for goods and services in future periods will approximate those in prior years.

Income Tax Obligations — The contractual obligations table does not include any reserves for income taxes recognized because we are unable to reasonably predict the ultimate amount or timing of settlement of our reserves for income taxes.

Included in the table are purchase orders placed as of December 31, 2021.

The table does not include any reserves for income taxes recognized because we are unable to reasonably predict the ultimate amount or timing of settlement of our reserves for income taxes.

As of December 31, 2021, our reserves for income taxes totaled $12.3 million, which is reflected as a long-term liability in our Consolidated Balance Sheet.

15 unchanged sentences

Local Media $ 905,494

Triton 85,976

Scripps Networks 2,007,890

Total goodwill $ 2,913,384

5 unchanged sentences

The estimate of fair value assumes certain growth of our businesses, which, if not achieved, could impact the fair value and possibly result in an impairment of the goodwill.

Our annual impairment testing for goodwill indicated that the fair value of our Local Media reporting unit exceeded its carrying value by over 15% and our other reporting units exceeded their carrying value by over 40%.

Our annual impairment testing for goodwill indicated that the fair value of our Local Media reporting unit exceeded its carrying value by over 40% and the fair value of our Scripps Networks reporting unit exceeded its carrying value by over 15%.

We have determined that our FCC licenses are indefinite lived assets and not subject to amortization.

16 unchanged sentences

We consider the most critical of our pension estimates to be our discount rate and the expected long-term rate of return on plan assets.

The assumptions used in accounting for our defined benefit pension plans for 2020 and 2019 are as follows:

The assumptions used in accounting for our defined benefit pension plan for 2021 and 2020 are as follows:

Discount rate for expense 2.64 % 3.40 %

Discount rate for obligations 2.64 % 3.40 %

Discount rate for obligation 2.95 % 2.64 %

Long-term rate of return on plan assets for expense 5.50 % 5.50 %

The discount rate used to determine our future pension obligations is based upon a dedicated bond portfolio approach that includes securities rated Aa or better with maturities matching our expected benefit payments from the plans.

The discount rate used to determine our future pension obligation is based upon a dedicated bond portfolio approach that includes securities rated Aa or better with maturities matching our expected benefit payments from the plans.

The rate is determined each year at the plan measurement date and affects the succeeding year’s pension cost.

Discount rates can change from year to year based on economic conditions that impact corporate bond yields.

A 50 basis point increase or decrease in the discount rate would decrease or increase our pension obligations as of December 31, 2020 by approximately $40.9 million and decrease or increase 2021 pension expense by approximately $0.4 million.

A 50 basis point increase or decrease in the discount rate would decrease or increase our pension obligation as of December 31, 2021 by approximately $36.8 million and decrease or increase 2022 pension expense by approximately $0.4 million.

Under our asset allocation strategy, approximately 50% of plan assets are invested in a portfolio of fixed income securities with a duration approximately that of the projected payment of benefit obligations.

3 unchanged sentences

A 50 basis point change in the 2022 expected long-term rate of return on plan assets would increase or decrease our 2022 pension expense by approximately $2.3 million.

We had unrecognized accumulated other comprehensive loss related to net actuarial losses for our pension plans and SERPs of $132 million at December 31, 2020.

We had unrecognized accumulated other comprehensive loss related to net actuarial losses for our pension plan and SERPs of $97.6 million at December 31, 2021.

Unrealized actuarial gains and losses result from deferred recognition of differences between our actuarial assumptions and actual results.

In 2020, we had an actuarial loss of $6.3 million.

In 2021, we had an actuarial gain of $27.6 million.

Recent Accounting Guidance

Refer to Note 2.

Recently Adopted and Issued Accounting Standards of the Notes to Consolidated Financial Statements for further discussion.

Recently Adopted and Issued Accounting Standards of the Notes to Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion.

Quantitative and Qualitative Disclosures about Market Risk

6 unchanged sentences

Accordingly, the interest we pay on our borrowings is dependent on interest rate conditions and the timing of our financing needs.

A 100 basis point increase in LIBOR would increase annual interest expense on our variable rate borrowings by approximately $10.4 million.

With consideration for the LIBOR floor that is present in our term loans due in 2026 and 2028, a 100 basis point increase in LIBOR would increase annual interest expense on our variable rate borrowings by approximately $7.9 million.

The following table presents additional information about market-risk-sensitive financial instruments:

9 unchanged sentences

Term loan, due in 2026 744,049 744,168 751,660 745,083

Term loan, due in 2028 667,000 667,740 — —

Long-term debt, including current portion $ 3,210,912 $ 3,249,278 $ 2,991,910 $ 3,064,194

36 unchanged sentences

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 2 to the financial statements, the Company has changed its method of accounting for leases in 2019 due to the adoption of Accounting Standards Update 2016-02, Leases (Topic 842).

Basis for Opinion

10 unchanged sentences

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Local Media Reporting Unit – Refer to Notes 1 and 10 to the financial statements

Critical Audit Matter Description

The Company tests goodwill for impairment, including within the Local Media reporting unit (“Local Media”), on an annual basis with an impairment testing date during the fourth quarter of each year.

Within the Company’s quantitative annual impairment testing, the fair value of Local Media is compared to its carrying value.

The Company uses both income and market approaches to determine the fair value of Local Media.

The determination of fair value utilizes assumptions including future cash flows, discount rates, and long-term growth rates.

As of December 31, 2020, Local Media’s goodwill balance was $905 million.

We identified the valuation of Local Media as a critical audit matter because of the significant estimates and assumptions management utilized in determining the fair value.

These estimates and assumptions required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s forecasts of future cash flows as well as the selection of the discount rates and long-term growth rates, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the projected future cash flows as well as the selection of the discount rates and long-term growth rates for purposes of estimating the fair value of Local Media included the following, among others:

• We inquired of management to understand the process being used by the Company to determine the valuation of Local Media.

• We tested the design and operating effectiveness of the Company’s internal controls over the valuation of Local Media, including controls over forecasts of projected future cash flows as well as the selection of the discount rates and long-term growth rates.

• We evaluated the reasonableness of management’s projected future cash flows by comparing the forecasts to:

• Historical cash flows.

• Underlying analysis detailing business strategies and growth plans including consideration of the effects related to the COVID-19 pandemic.

• Internal communications to management and the Board of Directors.

• Forecasted information included in analyst and industry reports for the Company and certain of its peer companies.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodologies utilized along with valuation assumptions including the discount rates and long-term growth rates selected by:

• Testing the source information underlying the determination of the discount rates and long-term growth rates and testing the mathematical accuracy of the calculations.

• Developing a range of independent estimates for the discount rates and long-term growth rates and comparing those to those rates selected by management.

Valuation of 2019 Acquired FCC Licenses - Refer to Notes 1 and 10 to the financial statements

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of ION Divestiture Agreement Intangible Asset — Refer to Note 3 to the financial statements

Critical Audit Matter Description

The Company tests FCC licenses for impairment on at least an annual basis.

Within the Company’s quantitative annual impairment testing, the fair value of each FCC license is compared to its carrying value.

The Company uses an income approach referred to as the “Greenfield Approach” to determine the fair value of each FCC license.

The determination of fair value utilizes assumptions including future market revenues and cash flows for each individual FCC license, as well as discount rates.

The assumptions can require significant auditor judgment, in addition to complexity, due to uncertainty of the economic impact of the COVID-19 pandemic.

As of December 31, 2020, recorded FCC licenses attributed to 2019 acquired FCC licenses were $193 million.

We identified the valuation of the 2019 acquired FCC licenses as a critical audit matter because of the significant estimates and assumptions management utilized in determining their fair values along with the limited period of time in which they were able to increase in fair value since the date of acquisition.

These estimates and assumptions required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s forecasts of future market revenues and cash flows as well as the selection of discount rates, including the need to involve our fair value specialists.

The Company completed its acquisition of ION Media Networks, Inc.

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

Upon the acquisition of ION, the purchase price was allocated, on a preliminary basis, to the assets acquired and liabilities assumed based on their respective fair values.

As part of the transaction, the Company divested 23 stations to INYO Broadcast Holdings, LLC (“INYO”) for $30 million.

The divested stations became independent affiliates of ION pursuant to a long-term affiliation agreement (“Divestiture Agreement”).

This Divestiture Agreement was identified as an intangible asset and was assigned a fair value of $422 million.

The Company estimated the fair value of the Divestiture agreement using significant estimates and assumptions related to future revenues and operating expenses, discount rates, and assumed probability of renewal rates.

We identified the valuation of the Divestiture Agreement intangible asset acquired through the ION acquisition as a critical audit matter because of the significant estimates and assumptions management utilized to record the asset at fair value for purposes of allocating the acquisition purchase price.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s forecasts of future revenues and operating expenses as well as the selection of discount rates and assumed probability of renewal, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to forecast of future market revenues and cash flows as well as the selection of discount rates for purposes of estimating the fair value of the 2019 acquired FCC licenses included the following, among others:

• We inquired of management to understand the process being used by the Company to determine the valuation of the 2019 acquired FCC licenses.

• We tested the design and operating effectiveness of the Company’s internal controls over the valuation of the 2019 acquired FCC licenses, including controls over forecasts of future market revenues and cash flows as well as the selection of the discount rates.

• We evaluated the reasonableness of management’s forecasts of future market revenues and cash flows by comparing the projections to historical results and available industry data and performing lookback procedures to assess management’s ability to forecast future market revenues and cash flows.

Our audit procedures related to the projected future revenues and operating expenses as well as the selection of discount rates and assumed probability of renewal used in the valuation of the ION Divestiture Agreement included the following, among others:

• We inquired of management to understand the process being used by the Company to determine the valuation of the Divestiture Agreement.

• We tested the design and operating effectiveness of the Company’s internal controls over the valuation of the Divestiture Agreement included within the ION purchase price allocation, including controls over forecasts of future revenues and operating expenses, assumed probability of renewal as well as the selection of discount rates.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodologies utilized along with valuation assumptions included the discount rates selected by:

• Testing the source information underlying the determination of the discount rates and testing the mathematical accuracy of the calculations.

• Developing a range of independent estimates for the discount rates and comparing those to the discount rates selected by management.

• We evaluated the reasonableness of management’s forecast of future revenues and operating expenses related to the Divestiture Agreement by comparing the projections to historical results and relevant industry data.

• We evaluated the reasonableness of management’s assumed probability of renewal of the Divestiture Agreement by assessing the agreement and comparable renewal rates for similar agreements.

/s/ Deloitte & Touche LLP

36 unchanged sentences

Cash and cash equivalents $ 66,223 $ 576,021

Cash restricted for pending acquisition 1,050,000 —

Restricted cash 34,257 1,050,000

Accounts receivable (less allowances — $ 4,256 and $ 3,443 )

572,525 429,017

Programming — 52,699

FCC repack receivable 773 12,363

Miscellaneous 28,503 26,784

Assets of discontinued operations — 101,266

Total current assets 702,281 2,094,185

4 unchanged sentences

Other intangible assets 1,910,311 975,444

Programming (less current portion) 138,701 96,256

Deferred income taxes — 12,306

Programming 510,316 138,701

Miscellaneous 18,624 38,049

11 unchanged sentences

Other current liabilities 54,883 35,626

Liabilities of discontinued operations — 22,727

Total current liabilities 511,880 358,456

7 unchanged sentences

none outstanding

Preferred stock — Series A, $ 100,000 par;

6,000 shares at December 31, 2021

Common stock, $ 0.01 par:

9 unchanged sentences

2020 - 11,932,722 shares

Total 817 810

Total preferred and common stock 410,765 817

Additional paid-in capital 1,428,460 1,130,789

Retained earnings (accumulated deficit) 131,778 ( 120,981 )

Retained earnings 205,118 131,778

Accumulated other comprehensive loss, net of income taxes ( 73,909 ) ( 100,119 )

11 unchanged sentences

Total operating revenues 2,283,532 1,857,478 1,351,399

Costs and Expenses:

Employee compensation and benefits 572,282 476,968 376,436

Programming 530,785 398,314 314,586

Impairment of programming assets — — 8,920

Other expenses 324,429 276,432 233,936

Operating Expenses:

Cost of revenues, excluding depreciation and amortization 1,106,226 929,748 701,835

Selling, general and administrative expenses, excluding depreciation and amortization 595,105 497,748 449,879

Acquisition and related integration costs 40,373 18,678 26,304

Restructuring costs 9,436 — 3,370

Total costs and expenses 1,446,174 1,181,388 946,913

Depreciation, Amortization, and (Gains) Losses:

Depreciation 58,357 50,416 39,998

1 unchanged sentence

Losses (gains), net on disposal of property and equipment ( 30,275 ) 661 ( 1,692 )

Net depreciation, amortization, and (gains) losses 107,816 82,652 61,966

Total operating expenses 1,882,787 1,553,990 1,264,040

Operating income 400,745 303,488 87,359

Interest expense ( 165,164 ) ( 92,994 ) ( 80,596 )

Loss on extinguishment of debt ( 15,347 ) — —

Defined benefit pension plan expense ( 343 ) ( 4,388 ) ( 6,953 )

Gain on sale of Triton business 81,784 — —

Losses on stock warrant ( 99,118 ) — —

Miscellaneous, net ( 15,469 ) 2,914 1,194

4 unchanged sentences

Net income (loss) 122,712 269,333 ( 18,378 )

Loss attributable to noncontrolling interest — — ( 632 )

Preferred stock dividends ( 49,372 ) — —

Net income (loss) attributable to the shareholders of The E.W.

26 unchanged sentences

134 ( 75 ) ( 223 )

Total comprehensive income (loss) 268,203 ( 21,970 ) 27,274

Less comprehensive loss attributable to noncontrolling interest — — ( 632 )

Total comprehensive income (loss) attributable to the shareholders of The E.W.

Scripps Company $ 268,203 $ ( 21,970 ) $ 27,906

Total comprehensive income (loss) attributable to preferred and common stockholders $ 148,922 $ 268,203 $ ( 21,970 )

See Notes to Consolidated Financial Statements.

9 unchanged sentences

Depreciation and amortization 161,922 107,155 84,344

Impairment of programming assets — — 8,920

Loss (gain) on disposition of investments — ( 930 ) 251

Losses (gains) on sale of property and equipment 661 ( 1,692 ) 1,255

Gain on disposition of investments — — ( 930 )

Losses (gains), net on disposal of property and equipment ( 30,275 ) 661 ( 1,692 )

Loss on extinguishment of debt 15,347 — —

Gain on sale of Triton business ( 81,784 ) — —

Losses on stock warrant 99,118 — —

Programming assets and liabilities ( 59,233 ) ( 16,966 ) 21,194

Restructuring impairment charges 7,050 — —

Deferred income taxes 9,725 80,641 ( 5,782 )

Stock and deferred compensation plans 25,963 17,859 14,697

Pension expense, net of contributions ( 29,687 ) ( 13,066 ) ( 4,052 )

Pension contributions, net of income/expense ( 24,707 ) ( 29,687 ) ( 13,066 )

Other changes in certain working capital accounts, net ( 4,221 ) 34,094 ( 109,530 )

1 unchanged sentence

Net cash provided by (used in) operating activities from continuing operations 230,937 355,330 ( 4,484 )

Net cash used in operating activities from discontinued operations ( 77,936 ) ( 22,968 ) ( 4,813 )

Net cash provided by (used in) operating activities from discontinued operations 6,063 ( 77,936 ) ( 22,968 )

Net operating activities 237,000 277,394 ( 27,452 )

1 unchanged sentence

Acquisitions, net of cash acquired ( 2,677,755 ) ( 7,103 ) ( 1,190,422 )

Proceeds from sale of Triton Digital, net of cash disposed 224,990 — —

Proceeds from sale of WPIX television station — 83,738 —

9 unchanged sentences

Proceeds from issuance of long-term debt 800,000 1,050,000 1,261,175

Proceeds from issuance of preferred stock 600,000 — —

Payments on long-term debt ( 580,999 ) ( 10,612 ) ( 8,728 )

Deferred financing costs — ( 31,295 ) —

Dividends paid ( 16,574 ) ( 16,374 ) ( 16,395 )

Premium paid on debt extinguishment ( 11,106 ) — —

Payments for capitalized preferred stock issuance costs ( 11,526 ) — —

Payments on financing costs ( 50,597 ) — ( 31,295 )

Dividends paid on common and preferred stock ( 45,067 ) ( 16,574 ) ( 16,374 )

Repurchase of Class A Common shares — — ( 584 )

Proceeds from exercise of stock options — — 1,857

Tax payments related to shares withheld for vested stock and RSUs ( 7,174 ) ( 2,881 ) ( 3,831 )

Miscellaneous, net ( 56 ) ( 21,754 ) 17,463

Net cash provided by (used in) financing activities from continuing operations 998,179 1,217,826 ( 54,997 )

Net cash provided by financing activities from continuing operations 693,475 998,179 1,217,826

Effect of foreign exchange rates on cash, cash equivalents and restricted cash ( 20 ) 58 ( 13 )

5 unchanged sentences

Interest paid $ 126,257 $ 82,532 $ 61,299

Income taxes refunded (paid) $ 13,222 $ ( 13,183 ) $ ( 3,729 )

Income taxes paid (refunded) $ 102,473 $ ( 13,222 ) $ 13,183

Non-cash investing and financing information

4 unchanged sentences

Consolidated Statements of Equity

(in thousands, except share data) Common

(in thousands, except share data) Preferred Stock Common

Stock Additional

2 unchanged sentences

Comprehensive

Income (Loss) ("AOCI") Noncontrolling

Interest Total

Income (Loss) ("AOCI") Total

As of December 31, 2018 $ — $ 807 $ 1,106,984 $ ( 86,229 ) $ ( 95,397 ) $ 926,165

13 unchanged sentences

— — — ( 16,574 ) — ( 16,574 )

Repurchase 180,541 Class A Common Shares

( 2 ) ( 582 ) — — — ( 584 )

Compensation plans:

3 unchanged sentences

Comprehensive income (loss) — — — 122,712 26,210 148,922

Cash dividend:

declared and paid - $ 0.20 per share

Issuance of preferred stock, net of discount and issuance costs 407,634 — — — — 407,634

Preferred stock dividends, $ 7,511 per share

2,305 — — ( 49,372 ) — ( 47,067 )

Stock warrant — — 279,958 — — 279,958

Compensation plans:

12 unchanged sentences

Our media businesses are organized into the following reportable business segments:

Local Media, National Media and Other.

Local Media, Scripps Networks and Other.

Additional information for our business segments is presented in the Notes to Consolidated Financial Statements.

Basis of Presentation — Certain amounts in the prior periods have been reclassified to conform to the current period's presentation.

Expense amounts that were previously reported under the captions “Employee compensation and benefits,” “Programming,” and “Other expenses” in our 2020 and 2019 Consolidated Statements of Operations have been reclassified into line items captioned as either “Cost of revenues” or “Selling, general and administrative expenses.” Cost of revenues reflects the cost of providing our broadcast signals, programming and other content to respective distribution platforms.

The costs captured within the cost of revenues caption include programming, content distribution, satellite transmission fees, production and operations and other direct costs.

Selling, general and administrative expenses are primarily comprised of sales, marketing and advertising expenses, research costs, certain occupancy costs and other administrative costs.

Concentration Risks — Our operations are geographically dispersed and we have a diverse customer base.

22 unchanged sentences

Pricing of advertising time is based on audience size and share, the demographic of our audiences and the demand for our limited inventory of commercial time.

Advertising time is sold through a combination of local sales staff and national sales representative firms.

Advertising time is sold through a combination of local and national sales staff and national sales representative firms.

Digital revenues are primarily generated from the sale of advertising to local and national customers on our local television websites, smartphone apps, tablet apps and other platforms.

5 unchanged sentences

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

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

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

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

Other Products and Services — We derive revenue from sponsorships and community events through our Local Media segment.

Our National Media segment offers subscription services for access to premium content to its customers.

Our Triton business earns revenue from monthly fees charged to audio publishers for converting their content into digital audio streams and inserting digital advertising into those audio streams and providing statistical measurement information about their listening audience.

Our Scripps Networks segment offers subscription services for access to premium content to its customers.

Refer to Note 16.

9 unchanged sentences

Prior to receiving the MVPD reporting, we record revenue based on estimates of the number of subscribers, utilizing historical levels and trends of subscribers for each MVPD.

Other — Revenues generated by our Triton business are recognized on a ratable basis over the contract term as the monthly service is provided to the customer.

Transaction Price Allocated to Remaining Performance Obligations — As of December 31, 2020, we had an aggregate transaction price of $ 75.3 million allocated to unsatisfied performance obligations related to contracts within our Triton business, all of which are expected to be recognized into revenue over the next 24 months.

We did not disclose the value of unsatisfied performance obligations on any other contracts with customers because they are either (i) contracts with an original expected term of one year or less, (ii) contracts for which the sales- or usage-based royalty exception was applied, or (iii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

Cash Equivalents — Cash equivalents represent highly liquid investments with maturity of less than three months when acquired.

29 unchanged sentences

In addition, we also may provide inducement payments to secure carriage agreements with distributors of our content.

These inducement payments are capitalized and amortized to expense over the term of the distribution contract.

Capitalized costs to obtain a contract with a customer totaled $ 5.8 million at December 31, 2020 and $ 9.3 million at December 31, 2019 and are included within miscellaneous assets on our Consolidated Balance Sheets.

Amortization of these costs totaled $ 5.0 million and $ 4.2 million in 2020 and 2019, respectively.

These inducement payments would be capitalized and amortized to expense over the term of the distribution contract.

Investments — From time to time, we make investments in private companies.

27 unchanged sentences

The realizable value of internal costs incurred for trial footage at Court TV, including employee compensation and benefits, are capitalized and amortized based upon expected future cash flows.

All other internal costs to produce daily or live broadcast shows, such as news, sports or daily magazine shows, are expensed as incurred and are not classified in our Consolidated Statements of Operations as program costs, but are classified based on the type of cost incurred.

All other internal costs to produce daily or live broadcast shows, such as news, sports or daily magazine shows, are expensed as incurred.

Progress payments on programs not yet available for broadcast are recorded as deposits within programming assets.

6 unchanged sentences

Actual amortization in each of the next five years will exceed the amounts currently recorded as program assets available for broadcast, as we will continue to produce and license additional programs.

Beginning in 2020, the unamortized balance of program assets are classified as non-current assets in our consolidated balance sheets (See Note 2).

The unamortized balance of program assets are classified as non-current assets in our Consolidated Balance Sheets.

Program rights liabilities payable within the next twelve months are included as current liabilities and noncurrent program rights liabilities are included in other noncurrent liabilities.

25 unchanged sentences

Reporting units with similar economic characteristics are aggregated into a single unit when testing goodwill for impairment.

Our reporting units are our Local Media group, Katz, Triton and Newsy.

Our reporting units are our Local Media and Scripps Networks segments.

Amortizable Intangible Assets — Television network affiliations represents the value assigned to an acquired broadcast television station’s relationship with a national television network.

11 unchanged sentences

While we re-evaluate our assumptions and review our claims experience on an ongoing basis, actual claims paid could vary significantly from estimated claims, which would require adjustments to expense.

Based on the terms of the Master Transaction Agreement with Journal Media Group ("Journal"), Scripps remains the primary obligor for newspaper insurance claims incurred prior to April 1, 2015.

We recorded the liabilities related to these claims on our Consolidated Balance Sheets with an offsetting receivable of $ 1.3 million, which will be paid by Journal.

Income Taxes — We recognize deferred income taxes for temporary differences between the tax basis and reported amounts of assets and liabilities that will result in taxable or deductible amounts in future years.

24 unchanged sentences

Income (loss) from continuing operations, net of tax $ 115,899 $ 153,564 $ ( 1,913 )

Loss attributable to noncontrolling interest — — 632

Less income allocated to RSUs ( 1,855 ) ( 3,711 ) —

Numerator for basic and diluted earnings per share from continuing operations attributable to the shareholders of The E.W.

Scripps Company $ 149,853 $ ( 1,913 ) $ 69,392

Less preferred stock dividends ( 49,372 ) — —

Numerator for basic and diluted earnings per share $ 64,672 $ 149,853 $ ( 1,913 )

Basic weighted-average shares outstanding 82,327 81,418 80,826

Effect of dilutive securities:

Stock options and restricted stock units 413 — 558

Restricted stock units 941 413 —

Common stock warrant 4,711 — —

Diluted weighted-average shares outstanding 87,979 81,831 80,826

For the year ended December 31, 2019, we incurred a net loss and the inclusion of RSUs and stock options would have been anti-dilutive.

For the year ended December 31, 2019, we incurred a net loss and the inclusion of RSUs would have been anti-dilutive.

Accordingly, the diluted EPS calculation excludes the effect from 1.4 million of outstanding RSUs as of December 31, 2019.

As of December 31, 2020, we had 0.4 million of outstanding RSUs that were anti-dilutive.

As of December 31, 2018, we had less than 0.1 million of outstanding RSUs that were anti-dilutive.

As of December 31, 2020, there were 0.4 million of outstanding RSUs that were anti-dilutive.

On May 14, 2021, we amended our common stock warrant agreement with Berkshire Hathaway.

Following the amendment date, the EPS calculation for the 2021 year-to-date period includes the dilutive impact of the common stock warrant.

Prior to the May 14, 2021 amendment of the common stock warrant agreement, the basic and dilutive EPS calculations excluded the impact of the common stock warrant as the effect would have been anti-dilutive.

Recently Adopted and Issued Accounting Standards

Recently Adopted Accounting Standards — In August 2018, the SEC issued a final rule that amended certain of its disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded.

In addition, the amendments expanded the disclosure requirements on the analysis of shareholders' equity for interim financial statements.

Under the amendments, an analysis of changes in each caption of shareholders' equity presented in the balance sheet must be provided in a note or separate statement.

The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed.

This rule was effective for us in 2019.

In February 2016, the Financial Accounting Standards Board ("FASB") issued new guidance on the accounting for leases.

Under this guidance, lessees are required to recognize a lease liability and a right-of-use asset for all leases at the commencement date.

In July 2018, the FASB approved amendments to create an optional transition method.

The amendments provided an option to implement the new leasing standard through a cumulative-effect adjustment to opening retained earnings in the period of adoption without having to restate the comparative periods presented.

The new guidance provides a number of optional practical expedients in transition.

We elected the transition package of three practical expedients permitted within the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification and initial direct costs.

We did not elect the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of right-of-use assets.

We have utilized the practical expedient to not separate lease and non-lease components.

Further, we elected a short-term lease exception policy, permitting us to not apply the recognition requirements of this standard to short-term leases (i.e.

leases with terms of 12 months or less).

We adopted the standard on January 1, 2019 using this optional transition method that does not restate the comparative prior periods.

Implementation of the standard resulted in the recognition of $ 46.6 million of right-of-use assets and $ 50.3 million of lease liabilities, which included the impact of prepaid and deferred rent and lease incentives, on our consolidated balance sheet.

No cumulative-effect adjustment was recognized as the amount was not material, and adoption of the standard had no impact on our consolidated statements of operations.

In December 2019, the Financial Accounting Standards Board ("FASB") issued new guidance that simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740.

The guidance also clarifies

and amends existing guidance in order to improve the consistent application of, and simplify GAAP for, other areas of Topic 740.

It is effective for fiscal years beginning after December 15, 2020, with early adoption permitted.

We elected to early adopt this standard effective January 1, 2020, with no material impact on our consolidated financial statements.

In March 2019, the FASB issued new guidance to align the accounting for the costs of producing films and episodic television series in response to changes in production and distribution models in the media and entertainment industry.

The new guidance amends the capitalization, amortization, impairment, presentation and disclosure requirements for entities that produce and own content, and also aligns the impairment guidance for licensed content to the owned content fair value model.

This guidance applies to broadcasters and entities that produce and distribute films and episodic television series through both traditional mediums and digital mediums.

We adopted the standard on January 1, 2020.

Upon adoption in 2020, we began recording all licensed programming assets and programming assets produced by us as non-current assets in our consolidated balance sheets.

The adoption of the standard had no material impact on our consolidated financial statements.

In August 2018, the FASB issued new guidance to address a customer's accounting for implementation costs incurred in a cloud computing arrangement ("CCA") that is a service contract.

The new guidance aligns the accounting for costs incurred to implement a CCA that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software.

We adopted the standard on January 1, 2020, with no material impact on our consolidated financial statements.

In June 2016, the FASB issued new guidance that changes the impairment model for most financial assets and certain other instruments.

For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that will replace the previous “incurred loss” model, which generally will result in the earlier recognition of allowances for losses.

We adopted the standard on January 1, 2020.

Considering current and expected future economic and market conditions related to COVID-19, we increased our allowances for accounts receivable by $ 0.7 million upon adoption in the first quarter of 2020.

The adoption of the standard did not result in any other material impacts to our consolidated financial statements and related disclosures.

In August 2018, the FASB issued new guidance to add, remove and clarify annual disclosure requirements related to defined benefit pension and other postretirement plans.

The guidance became effective for us and was adopted in 2020.

The main impact of this guidance was to no longer disclose the amount in accumulated other comprehensive income that is expected to be recognized as part of net periodic benefit cost over the next year.

Additionally, it requires a narrative description for any significant gains and losses affecting the benefit obligation for the period.

Recently Issued Accounting Standards — In March 2020, the FASB issued new guidance that provides optional expedients and exceptions to certain accounting requirements to facilitate the transition away from the use of the London Interbank Offered Rate (LIBOR) and other interbank offered rates.

In November 2021, the Financial Accounting Standards Board ("FASB") issued new guidance for entities to provide certain disclosures for material government assistance transactions that are accounted for by applying a grant or contribution accounting model by analogy.

The guidance is effective for our 2022 annual reporting period and we do not expect adoption of the guidance to have a material impact on our Consolidated Financial Statements and related disclosures.

In October 2021, the FASB issued new guidance requiring entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with the revenue from contracts with customers accounting standard.

The guidance will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value.

The guidance is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted.

We adopted the new guidance effective January 1, 2022.

The adoption of the guidance did not have an impact on our Consolidated Financial Statements.

In May 2021, the FASB issued new guidance that clarifies an issuer's accounting for certain modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange.

Specifically, the guidance provides a "principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense." The guidance is effective for all entities with fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

We adopted the new guidance effective January 1, 2022.

The adoption of the guidance did not have an impact on our Consolidated Financial Statements.

In March 2020, the FASB issued new guidance that provides optional expedients and exceptions to certain accounting requirements to facilitate the transition away from the use of the London Interbank Offered Rate (LIBOR) and other interbank offered rates.

The guidance is effective as of March 12, 2020 and will apply through December 31, 2022 to all entities, subject to meeting certain criteria, that have contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.

We will evaluate transactions or contract modifications occurring as a result of reference rate reform to determine whether to apply the optional guidance on an ongoing basis.

ION Acquisition

On January 7, 2021, we completed the acquisition of national broadcast network ION Media Networks, Inc.

("ION") for $ 2.65 billion.

ION is a national network of broadcast stations and is the largest holder of U.S.

broadcast television spectrum.

The business distributes its programming through owned Federal Communications Commission-licensed television stations as well as affiliated TV stations, reaching 100 million of U.S.

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

The acquisition of ION enabled us to create a full-scale national television networks business by combining the ION network with our other news and entertainment networks.

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

To comply with ownership rules of the Federal Communications Commission, we simultaneously divested 23 of ION's television stations for a total consideration of $ 30 million, 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.

The following table summarizes the net cash consideration for the ION transaction.

(in thousands)

Total purchase price $ 2,650,000

Cash acquired 14,493

Working capital 57,755

Total transaction gross cash consideration 2,722,248

Proceeds from ION stations divested ( 30,000 )

Total transaction net cash consideration 2,692,248

Cash acquired ( 14,493 )

Total consideration, net of cash acquired $ 2,677,755

The following table summarizes the final fair values of the ION assets acquired and liabilities assumed at the closing date.

(in thousands)

Accounts receivable $ 135,006

Other current assets 25,353

Programming rights 169,027

Property and equipment 122,520

Operating lease right-of-use assets 72,717

Other assets 2,295

Goodwill 1,796,148

Indefinite-lived intangible assets - FCC licenses 424,200

Amortizable intangible assets:

INYO affiliation agreement 422,000

Other affiliation relationships 22,000

Advertiser relationships 143,000

Trade names 72,000

Accounts payable ( 9,674 )

Unearned revenue ( 13,043 )

Accrued expenses ( 15,814 )

Current portion of programming liabilities ( 92,721 )

Other current liabilities ( 24,810 )

Programming liabilities ( 191,837 )

Deferred tax liabilities ( 265,291 )

Operating lease liabilities ( 78,438 )

Other long-term liabilities ( 36,883 )

Total consideration, net of cash acquired $ 2,677,755

During 2021, we recorded measurement period adjustments to the preliminary ION purchase price allocation as a result of ongoing valuation procedures on assets acquired and liabilities assumed.

These adjustments included increases in property and equipment of $ 59.4 million and advertiser relationships of $ 4.0 million, as well as decreases in FCC licenses of $ 9.5 million and INYO and other affiliation relationships of $ 14.0 million.

The estimated amortization period for certain intangible assets were adjusted as well.

These adjustments in fair value also resulted in an increase to the deferred tax liability of $ 10.2 million.

The impact of the measurement period adjustments to our results of operations resulted in increases to previously reported depreciation and amortization expense of $ 2.0 million in 2021.

Of the value allocated to amortizable intangible assets, the INYO affiliation agreement has an estimated amortization period of 20 years, advertiser relationships have an estimated amortization period of 7 years, other affiliation relationships have an estimated amortization period of 10 years and the value allocated to trade names has an estimated amortization period of 10

Determination of the value allocated to these intangible assets involved the use of certain assumptions, including forecasts of future revenues and operating expenses as well as the selection of discount rates and assumed future probability of renewal of agreements.

The goodwill of $ 1.8 billion arising from the transactions consists largely of synergies, economies of scale and other benefits of a larger national broadcast footprint and becoming the largest holder of broadcast spectrum.

We allocated the goodwill to our Scripps Networks segment.

The transaction is accounted for as a stock acquisition which applies carryover tax basis to the assets and liabilities acquired.

The goodwill is not deductible for income tax purposes.

From the January 7, 2021 acquisition date through December 31, 2021, revenues from ION's operations of $ 543 million have been included in the accompanying Consolidated Statements of Operations.

Acquisition and integration costs related to the transaction, including legal and professional fees and severance costs, totaled $ 38.1 million for the year ended December 31, 2021.

KCDO Television Station

1 unchanged sentence

Included in the sale was KSBS-CD, a lower power translator of KCDO.

Total consideration for the transaction totaled $ 9.6 million.

The preliminary purchase price allocation attributed value of $ 6.9 million to the acquired FCC license, $ 1.7 million to goodwill, $ 0.9 million to property and equipment, and the remainder to various working capital accounts.

Consideration for the transaction totaled $ 9.6 million.

The purchase price allocation attributed value of $ 6.9 million to the acquired FCC license, $ 1.7 million to goodwill, $ 0.9 million to property and equipment and the remainder to various working capital accounts.

2019 Television Stations Acquisitions

34 unchanged sentences

The goodwill is deductible for income tax purposes.

On June 10, 2019, we completed the acquisition of Omny Studio ("Omny") for a cash purchase price of $ 8.3 million.

Omny is a Melbourne, Australia-based podcasting software-as-a-service company operating as a part of Triton in our National Media segment.

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

The platform enables audio publishers to seamlessly record, edit, distribute, monetize and analyze podcast content;

replace static ads with dynamically inserted, highly targeted ads;

and automates key aspects of campaign management, such as industry separation, frequency capping and volume normalization.

The purchase price allocation assigned $ 5.3 million to goodwill, $ 3.8 million to a developed technology intangible asset and the remainder was allocated to various working capital and deferred tax liability accounts.

The developed technology

intangible asset has an estimated amortization period of 10 years.

The goodwill arising from the transaction consists largely of the fact that the addition of Omny's podcast and on-demand audio publishing platform to Triton's portfolio of streaming, advertising and measurement technologies provides audio publishers around the world with a full-stack enterprise solution to increase reach and revenue.

On November 30, 2018, we acquired Triton Digital Canada, Inc.

("Triton") for total cash consideration of $ 160 million.

Assets acquired in the transaction included approximately $ 10.5 million of cash.

The transaction was funded with cash on hand at time of closing.

Triton is a leading global digital audio infrastructure and audience measurement services company.

Triton’s infrastructure and ad-serving solutions deliver live and on-demand audio streams and insert advertisements into those streams.

Triton’s data and measurement service is recognized as the currency by which publishers sell digital audio advertising.

The following table summarizes the final fair values of the Triton assets acquired and liabilities assumed at the closing date.

(in thousands)

Cash $ 10,515

Accounts receivable 8,879

Other current assets 679

Property and equipment 705

Goodwill 80,656

Other intangible assets 75,000

Accounts payable ( 1,895 )

Accrued expenses ( 3,332 )

Other current liabilities ( 18 )

Deferred tax liability ( 10,976 )

Total purchase price $ 160,213

The acquisition date fair value of goodwill was revised in 2019.

Goodwill was decreased by $ 3.2 million as a result of adjustments to assumed tax liability balances in the opening balance sheet.

The adjustment to decrease the fair value of the deferred tax liability by $ 3.6 million was partially offset by adjustments to various working capital accounts.

Of the $ 75 million allocated to intangible assets, $ 39 million was assigned to various developed technologies for audience measurement, content delivery and advertising with lives ranging from 8 - 12 years, $ 31 million was assigned to customer relationships with a life of 12 years and $ 5 million was assigned to trade names with a life of 10 years.

The goodwill of $ 81 million arises from being able to capitalize on the growth of the streaming audio industry and further improve our position in the global digital audio marketplace.

The goodwill is allocated to our National Media segment.

The transaction is accounted for as a stock acquisition which applies carryover tax basis to the assets and liabilities acquired.

The goodwill is not deductible for income tax purposes.

Pro forma results of operations

Pro forma results of operations, assuming the Cordillera and Nexstar-Tribune acquisitions had taken place at the beginning of 2018, are presented in the following table.

The pro forma results do not include KCDO, Raycom or Omny Studio, as the impact of these acquisitions, individually or in the aggregate, is not material to prior year results of operations.

The pro forma information includes the historical results of operations of Scripps, Cordillera and Nexstar-Tribune, as well as adjustments for additional depreciation and amortization of the assets acquired, additional interest expense related to the financing of the transaction and other transactional adjustments.

The pro forma results exclude the $ 19.9 million of transaction related costs that were expensed in conjunction with the acquisitions and do not include efficiencies, cost reductions or synergies expected to result from the acquisitions.

The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the acquisitions been completed at the beginning of the period.

Pro forma results of operations, assuming the ION acquisition had taken place at the beginning of 2020, are presented in the following table.

The pro forma results do not include KCDO, as the impact of this acquisition, individually or in the aggregate, is not material to prior year results of operations.

The pro forma information includes the historical results of operations of Scripps and ION (excluding the results of the divested stations sold to INYO), as well as adjustments for additional depreciation and amortization of the assets acquired, additional interest expense related to the financing of the transactions and other transactional adjustments.

The pro forma results do not include efficiencies, cost reductions or synergies expected to result from the acquisition, or retrospective fair value adjustments to the warrant.

The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the acquisition been completed at the beginning of the period.

For the years ended December 31,

1 unchanged sentence

Operating revenues $ 2,290,254 $ 2,395,650

Income (loss) from continuing operations attributable to the shareholders of The E.W.

Scripps Company ( 18,657 )

Income (loss) per share from continuing operations attributable to the shareholders of The E.W.

Scripps Company

Net income attributable to Scripps shareholders 101,146 275,658

Net income per share:

Basic $ 1.19 $ 3.30

Diluted 1.12 3.29

Pro forma results in 2020 include $ 47.5 million of non-recurring transaction costs.

The pro forma results in 2021 reflect a $ 38.1 million reversal of ION transaction costs incurred that are already being captured in the 2020 pro forma results.

Pending acquisition

On January 7, 2021, we completed the acquisition of national broadcast network ION Media Networks, Inc.

("ION") for $ 2.65 billion.

ION is a national network of broadcast stations and is the largest holder of U.S.

broadcast television spectrum.

The business distributes its programming through Federal Communications Commission-licensed television stations it owns as well as affiliated TV stations, reaching more than 100 million U.S.

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

With the acquisition of ION, we will create a full-scale national television networks business by combining the ION network with the five Katz networks and national news network, Newsy.

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

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

Due to the limited time since the closing date of the acquisition, we have not yet completed the initial acquisition accounting for the transaction, including the determination of the fair values of the assets acquired and the liabilities assumed.

We will complete the preliminary purchase price allocation in the first quarter of 2021.

The results of operations of the acquired business will be included in our results from the January 7, 2021 closing date of the acquisition.

On January 5, 2022, we acquired Nuvyyo for net cash consideration totaling $ 12.1 million.

Nuvyyo provides consumers DVR product solutions to watch and record free over-the-air HDTV on connected devices.

Asset Write-Downs and Other Charges and Credits

Income from continuing operations before income taxes was affected by the following:

2020 — Acquisition and related integration costs of $ 18.7 million reflect contract termination costs and professional service costs incurred to integrate the Cordillera and Nexstar-Tribune television stations, as well as costs incurred for the ION transaction, which closed in January 2021.

2021 — Acquisition and related integration costs of $ 40.4 million primarily reflect investment banking, legal and professional service costs incurred to complete and integrate the ION Media Networks, Inc.

acquisition, which closed on January 7, 2021.

Restructuring costs totaled $ 9.4 million in 2021 due to the Newsy restructuring plan.

In the first quarter, we incurred costs of $ 7.1 million for the write-downs of both capitalized carriage agreement payments and certain Newsy intangible assets.

The additional Newsy restructuring charges were primarily attributed to employee severance, relocation costs and Nielsen contract costs.

We completed the building sale for our Denver KMGH television station in the third quarter of 2021.

The sale resulted in recognition of a pre-tax gain totaling $ 32.6 million.

We redeemed the outstanding principal amount of our 2025 Senior Notes during the second quarter of 2021.

Additionally, during the fourth quarter of 2021, we redeemed $ 15.4 million of the 2027 Senior Notes and $ 22.0 million of the 2031 Senior Notes.

These redemptions resulted in a loss on extinguishment of debt of $ 15.3 million, representing the premiums paid on the notes and write-offs of unamortized debt financing costs.

During the first quarter of 2021, we completed the sale of our Triton business.

The sale generated total net proceeds of $ 225 million and we recognized a pre-tax gain from disposition totaling $ 81.8 million.

Related to our outstanding common stock warrant, we recognized non-cash charges totaling $ 99.1 million in 2021.

The warrant obligation was being marked-to-market each reporting period with the increase in our common stock price being the significant contributor to higher valuation.

Following an amendment to the common stock warrant agreement on May 14, 2021, the fair value of the warrant was reclassified to equity and is no longer marked-to-market each reporting period.

Media Networks, Inc.

transaction, which closed in January 2021.

2019 — Acquisition and related integration costs of $ 26.3 million reflect investment banking and legal fees incurred to complete the 2019 acquisitions, as well as professional service costs incurred to integrate Triton and the Raycom, Cordillera and Nexstar-Tribune television stations.

2018 — Restructuring costs totaled $ 8.9 million.

Acquisition and related integration costs of $ 4.1 million reflect professional service costs incurred to integrate Triton and the former Raycom stations, as well as costs related to the 2019 Cordillera acquisition.

In the fourth quarter of 2018, we incurred a non-cash impairment charge of $ 8.9 million related to our original programming show, Pickler & Ben, which was not renewed for a third season.

We file a consolidated federal income tax return, consolidated unitary returns in certain states, other separate state income tax returns for certain of our subsidiary companies, and applicable foreign returns.

16 unchanged sentences

State and local income taxes, net of federal tax benefit 5.6 4.5 212.7

Non-deductible mark-to-market losses 11.5 — —

Excess tax benefits from stock-based compensation ( 0.9 ) 0.5 ( 60.4 )

3 unchanged sentences

Effective income tax rate 38.1 % 26.5 % 290.5 %

A non-deductible expense of $ 102.6 million was recorded in 2021 related to preferred stock issuance costs and unrealized losses on mark-to-market adjustments recorded on the common stock warrant issued in connection with the ION acquisition.

The approximate effect of the temporary differences giving rise to deferred income tax assets (liabilities) were as follows:

15 unchanged sentences

Net deferred tax liability $ ( 356,777 ) $ ( 85,844 )

Total federal operating loss carryforwards were $ 12 million and state operating loss carryforwards were $ 380 million at December 31, 2020.

Total state operating loss carryforwards were $ 614 million at December 31, 2021.

Our state tax loss carryforwards expire through 2040.

22 unchanged sentences

Increases (decreases) from lapse in statute of limitations ( 4,234 ) 114 ( 69 )

Decreases due to settlements with taxing authorities ( 13,082 ) — —

Gross unrecognized tax benefits at end of year $ 10,572 $ 2,376 $ 576

1 unchanged sentence

We accrue interest and penalties related to unrecognized tax benefits in our provision for income taxes.

At December 31, 2020 and 2019, we had accrued interest related to unrecognized tax benefits of less than $ 0.1 million.

At December 31, 2021 and 2020, we had accrued interest related to unrecognized tax benefits of $ 1.5 million and less than $ 0.1 million, respectively, and penalties of $ 0.9 million at December 31, 2021.

We file income tax returns in the U.S.

5 unchanged sentences

Restricted Cash

At December 31, 2020, our cash and cash equivalents included $ 1.1 billion held in a restricted cash account for the pending ION acquisition.

The restricted balance represents the Senior Secured Notes and Senior Unsecured Notes proceeds that were segregated as financing for the January 7, 2021 closing of the ION Media Networks, Inc.

At December 31, 2021 and 2020, we had restricted cash of $ 34.3 million and $ 1.1 billion, respectively.

The December 31, 2021 balance reflects restricted cash held in escrow from the KMGH Denver television station building sale, which was received in January 2022.

The December 31, 2020 restricted balance represents the senior secured notes and senior unsecured notes proceeds that were segregated as financing for the January 7, 2021 closing of the ION Media Networks, Inc.

Refer to Note 11.

48 unchanged sentences

Goodwill by business segment was as follows:

(in thousands) Local Media National Media Total

Gross balance as of December 31, 2017 $ 708,133 $ 267,957 $ 976,090

Accumulated impairment losses ( 216,914 ) ( 50,403 ) ( 267,317 )

Net balance as of December 31, 2017 491,219 217,554 708,773

Katz acquisition adjustments — ( 5,812 ) ( 5,812 )

Triton acquisition — 83,876 83,876

Balance as of December 31, 2018 $ 491,219 $ 295,618 $ 786,837

(in thousands) Local Media Scripps Networks Other Total

Gross balance as of December 31, 2018 $ 708,133 $ 232,742 $ 113,279 $ 1,054,154

19 unchanged sentences

Net balance as of December 31, 2020 905,494 211,742 85,976 1,203,212

ION acquisition — 1,796,148 — 1,796,148

Sale of Triton — — ( 85,976 ) ( 85,976 )

Balance as of December 31, 2021 $ 905,494 $ 2,007,890 $ — $ 2,913,384

Gross balance as of December 31, 2021 $ 1,122,408 $ 2,028,890 $ — $ 3,151,298

Accumulated impairment losses ( 216,914 ) ( 21,000 ) — ( 237,914 )

Net balance as of December 31, 2021 $ 905,494 $ 2,007,890 $ — $ 2,913,384

Other intangible assets consisted of the following:

15 unchanged sentences

Total other intangible assets $ 1,910,311 $ 975,444

On April 4, 2019, we acquired assets from an independent station in Stuart, Florida, for $ 23.6 million in cash.

The value attributed to the acquired FCC license totaled $ 19.2 million and $ 4.1 million of value was attributed to other intangible assets.

Estimated amortization expense of intangible assets for each of the next five years is $ 94.4 million in 2022, $ 90.8 million in 2023, $ 89.5 million in 2024, $ 87.7 million in 2025, $ 84.7 million in 2026 and $ 682.2 million in later years.

19 unchanged sentences

Term loan, due in 2026 744,049 751,660

Term loan, due in 2028 667,000 —

Total outstanding principal 3,210,912 2,991,910

3 unchanged sentences

Fair value of long-term debt * $ 3,249,278 $ 3,064,194

* Fair values of the 2025, 2027, 2029 and 2031 Senior Notes are estimated based on quoted private market transactions and are classified as Level 1 in the fair value hierarchy.

The fair values of the term loans are based on observable estimates provided by third party financial professionals, and as such, are classified within Level 2 of the fair value hierarchy.

* The fair values of debt are estimated based on either quoted private market transactions or observable estimates provided by third party financial professionals, and as such, are classified within Level 2 of the fair value hierarchy.

Scripps Senior Secured Credit Agreement

We have a $ 210 million revolving credit facility ("Revolving Credit Facility") that expires in April 2022.

On January 7, 2021, we entered into the Sixth Amendment to the Third Amended Restated Credit Agreement ("Sixth Amendment").

Under the Sixth Amendment, the capacity of our Revolving Credit Facility was increased from $ 210 million to $ 400 million.

Additionally, the Sixth Amendment extended the facility's maturity date to the earlier of January 2026 or 91 days prior to the stated maturity date for any of our existing loans and our existing unsecured notes that mature within the facility's term.

Commitment fees of 0.30 % to 0.50 % per annum, based on our leverage ratio, of the total unused commitment are payable under the Revolving Credit Facility.

2 unchanged sentences

As of December 31, 2021, we had no borrowings under the Revolving Credit Facility.

As of December 31, 2020 and 2019, we had outstanding letters of credit totaling $ 6.0 million, under the Revolving Credit Facility.

As of December 31, 2021 and 2020, we had outstanding letters of credit totaling $ 6.9 million and $ 6.0 million, respectively, under the Revolving Credit Facility.

On October 2, 2017, we issued a $ 300 million term loan B which matures in October 2024 ("2024 term loan").

We amended this term loan on April 4, 2018, reducing the interest rate by 25 basis points.

Following the amendment, interest is payable on the 2024 term loan at a rate based on LIBOR, plus a fixed margin of 2.00 %.

Interest is currently payable on the 2024 term loan at a rate based on LIBOR, plus a fixed margin of 2.00 %.

Interest will reduce to a rate of LIBOR plus a fixed margin of 1.75 % if the Company's total net leverage, as defined by the amended agreement, is below 2.75 .

1 unchanged sentence

As of December 31, 2021 and 2020, the interest rate on the 2024 term loan was 2.10 % and 2.15 %, respectively.

The weighted-average interest rate was 2.15 % and 3.88 % in 2020 and 2019, respectively.

On May 1, 2019, we entered into a Fourth Amendment to the Third Amended and Restated Credit Agreement ("Fourth Amendment").

Under the Fourth Amendment, we issued a $ 765 million term loan B ("2026 term loan") that matures in May 2026 with interest payable at rates based on LIBOR, plus a fixed margin of 2.75 %.

We amended this term loan on December 18, 2019, reducing the interest rate by 25 basis points.

Following the amendment, interest is payable on the 2026 term loan at a rate based on LIBOR, plus a fixed margin of 2.50 %.

The weighted-average interest rate on the 2024 term loan was 2.09 % and 2.15 % in 2021 and 2020, respectively.

On May 1, 2019, we issued a $ 765 million term loan B ("2026 term loan") that matures in May 2026.

Interest is currently payable on the 2026 term loan at a rate based on LIBOR, plus a fixed margin of 2.56 %.

The 2026 term loan requires annual principal payments of $ 7.6 million.

1 unchanged sentence

As of December 31, 2021 and 2020, the interest rate on the 2026 term loan was 3.31 % and 2.65 %, respectively.

The weighted-average interest rate on the 2026 term loan was 3.31 % and 2.65 % in 2021 and 2020, respectively.

Under the Sixth Amendment, we also issued an $ 800 million term loan B ("2028 term loan") that contributed to the financing of the ION acquisition.

The term loan matures in 2028 with interest payable at rates based on LIBOR, plus a fixed margin of 3.00 %.

Additionally, the Sixth Amendment provided that the LIBOR rate could not be less than 0.75 % for our term loans that mature in 2026 and 2028.

The 2028 term loan requires annual principal payments of $ 8.0 million.

We incurred deferred financing costs totaling $ 23.4 million related to this term loan and the amendment to the Revolving Credit Facility, which are being amortized over the life of the term loan.

During 2021, we made additional principal payments on the 2028 term loan totaling $ 125 million and wrote off $ 3.1 million of deferred financing costs related to this term loan to interest expense.

As of December 31, 2021, the interest rate on the 2028 term loan was 3.75 %.

The weighted-average interest rate on the 2028 term loan was 3.75 % in 2021.

The weighted-average interest rate on the 2026 term loan was 4.56 % for the months it was outstanding during 2019.

On January 7, 2021, we entered into a Sixth Amendment to the Third Amended Restated Credit Agreement ("Sixth Amendment") and issued an $ 800 million term loan B that contributed to the financing of the ION acquisition.

The Sixth Amendment also increased the capacity of the Revolving Credit Facility to $ 400 million and extended the facility's maturity date to the earlier of January 2026 or 91 days prior to the stated maturity date for any of our existing loans and our existing unsecured notes that mature within the facility’s term.

Deferred financing costs totaling $ 18.9 million were incurred in 2020 related to this term loan and the amendment to the Revolving Credit Facility.

The Senior Secured Credit Agreement contains covenants that limit our ability to incur additional debt and provides for restrictions on certain payments (dividends and share repurchases).

10 unchanged sentences

Prior to January 15, 2024 we may redeem up to 40 % of the aggregate principal amount of the 2029 Senior Notes at a redemption price of 103.875 % of the principal amount plus accrued and unpaid interest, if any, to the date of redemption.

We may also redeem some or all of the 2029 Senior Notes before 2024 at a redemption price of 100 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date.

We may also redeem some or all of the 2029 Senior Notes before January 15, 2024 at a redemption price of 100 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium.

On or after January 15, 2024 and before January 15, 2026, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement.

If we sell certain of our assets or have a change of control, the holders of the 2029 Senior Notes may require us to repurchase some or all of the notes.

Our credit agreement also includes a provision that in certain circumstances we must use a portion of excess cash flow to repay debt.

The 2029 Senior Notes are guaranteed by us and the majority our subsidiaries and are secured on equal footing with the obligations under the Senior Secured Credit Agreement.

The 2029 Senior Notes are guaranteed by us and the majority of our subsidiaries and are secured on equal footing with the obligations under the Senior Secured Credit Agreement.

Following the release of the proceeds from escrow on January 7, 2021, the notes became secured, on a first lien basis, from pledges of equity interests in our subsidiaries and by substantially all of the existing and future assets of Scripps.

4 unchanged sentences

The 2025 Senior Notes were priced at 100 % of par value and interest is payable semi-annually on May 15 and November 15.

If we sell certain of our assets or have a change of control, the holders of the 2025 Senior Notes may require us to repurchase some or all of the notes.

The 2025 Senior Notes are also guaranteed by us and the majority our subsidiaries.

The 2025 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature.

On or after May 15, 2020 and before May 15, 2023, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement.

We incurred approximately $ 7.0 million of deferred financing costs in connection with the issuance of the 2025 Senior Notes, which are being amortized over the life of the notes.

On May 15, 2021, we redeemed all the outstanding principal amount of the 2025 Senior Notes for a redemption price equal to 102.563 % of the aggregate principal amount plus accrued and unpaid interest.

The redemption resulted in a loss on extinguishment of debt of $ 13.8 million, representing the premium paid to retire the notes and write-off of unamortized debt financing costs.

The notes were redeemed with cash on hand.

2027 Senior Unsecured Notes

2 unchanged sentences

Prior to July 15, 2022, we may redeem up to 40 % of the aggregate principal amount of the 2027 Senior Notes at a redemption price of 105.875 % of the principal amount plus accrued and unpaid interest, if any, to the date of redemption.

We may also redeem some or all of the notes before 2022 at a redemption price of 100 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date.

We may also redeem some or all of the notes before July 15, 2022 at a redemption price of 100 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium.

On or after July 15, 2022 and before July 15, 2025, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement.

If we sell certain of our assets or have a change of control, the holders of the 2027 Senior Notes may require us to repurchase some or all of the notes.

3 unchanged sentences

We incurred approximately $ 10.7 million of deferred financing costs in connection with the issuance of the 2027 Senior Notes, which are being amortized over the life of the notes.

The redemption resulted in a loss on extinguishment of debt of $ 0.9 million, representing the premium paid on the notes and write-off of unamortized debt financing costs.

2031 Senior Unsecured Notes

On December 30, 2020, we issued $ 500 million of senior unsecured notes (the "2031 Senior Notes"), which bear interest at a rate of 5.375 % per annum and mature on January 15, 2031.

The proceeds of the 2031 Senior Notes were deposited into a segregated escrow account.The escrow account was subsequently released on January 7, 2021 and used toward the financing of the ION acquisition (See Note 3).

The proceeds of the 2031 Senior Notes were deposited into a segregated escrow account.

The escrow account was subsequently released on January 7, 2021 and used toward the financing of the ION acquisition (See Note 3).

The 2031 Senior Notes were priced at 100 % of par value and interest is payable semi-annually on January 15 and July 15, commencing on July 15, 2021.

Prior to January 15, 2024 we may redeem up to 40 % of the aggregate principal amount of the 2031 Senior Notes at a redemption price of 105.375 % of the principal amount plus accrued and unpaid interest, if any, to the date of redemption.

We may also redeem some or all of the 2031 Senior Notes before 2026 at a redemption price of 100 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date.

We may also redeem some or all of the 2031 Senior Notes before January 15, 2026 at a redemption price of 100 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium.

On or after January 15, 2026 and before January 15, 2029, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement.

If we sell certain of our assets or have a change of control, the holders of the 2031 Senior Notes may require us to repurchase some or all of the notes.

The 2031 Senior Notes are also guaranteed by us and the majority our subsidiaries.

The 2031 Senior Notes are also guaranteed by us and the majority of our subsidiaries.

The 2031 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature.

We incurred approximately $ 12.5 million of deferred financing costs in connection with the issuance of the 2031 Senior Notes, which are being amortized over the life of the notes.

During the fourth quarter of 2021, we redeemed $ 22.0 million of the 2031 Senior Notes at a weighted-average redemption price equal to 101.13 % of the aggregate principal amount plus accrued and unpaid interest.

The redemption resulted in a loss on extinguishment of debt of $ 0.6 million, representing the premium paid on the notes and write-off of unamortized debt financing costs.

Debt Repurchase Authorization

The authorization permits an aggregate principal amount reduction of up to $ 500 million and expires on March 1, 2023.

The authorization currently permits an aggregate principal amount reduction of up to $ 562.6 million and expires on March 1, 2023.

Fair Value Measurement

23 unchanged sentences

Other liabilities (less current portion) $ 575,938 $ 286,365

In connection with the acquisition of ION, we assumed $ 26.1 million of uncertain tax position liabilities.

Approximately $ 21.9 million of that liability was attributed to disallowed domestic production activities deductions (DPAD).

During 2021, we provided payments to the IRS and state taxing authorities totaling $ 17.2 million for settlement of the DPAD liability.

An additional $ 4.7 million of the liability was reversed following statute of limitation lapses for respective tax years.

Supplemental Cash Flow Information

11 unchanged sentences

Total $ ( 4,221 ) $ 34,094 $ ( 109,530 )

The following table reconciles cash and cash equivalents and cash restricted for a pending acquisition in the consolidated balance sheets to cash, cash equivalents, and restricted cash per the consolidated statements of cash flows.

The following table reconciles cash and cash equivalents and restricted cash in the Consolidated Balance Sheets to cash, cash equivalents and restricted cash per the Consolidated Statements of Cash Flows.

As of December 31,

1 unchanged sentence

Cash and cash equivalents $ 66,223 $ 576,021 $ 32,968

Cash restricted for pending acquisition 1,050,000 — —

Restricted cash 34,257 1,050,000 —

Total cash, cash equivalents and restricted cash, end of year $ 100,480 $ 1,626,021 $ 32,968

As disclosed in Note 6.

Restricted Cash, the cash restricted for a pending acquisition on the consolidated balance sheet represents amounts segregated in escrow for the close of the ION acquisition.

Restricted Cash, the December 31, 2021 restricted cash balance reflects cash held in escrow from the KMGH Denver television station building sale, which was received in January 2022.

The December 31, 2020 restricted cash balance represents the senior secured notes and senior unsecured notes proceeds that were segregated as financing for the January 7, 2021 closing of the ION Media Networks, Inc.

Employee Benefit Plans

12 unchanged sentences

Amortization of actuarial loss and prior service cost 6,210 4,672 2,622

Settlement losses — — 11,713

Total for defined benefit plans ( 560 ) 3,455 5,935

5 unchanged sentences

Net periodic benefit cost - continuing operations $ 14,737 $ 17,945 $ 17,132

In 2018, we recognized a $ 1.8 million non-cash settlement charge related to lump-sum distributions from our SERP.

Settlement charges are recorded when total lump-sum distributions for a plan's year exceed the total projected service cost and interest cost for that plan year.

In November of 2018, we merged $ 306 million of pension assets and $ 419 million of pension obligations from our Scripps Pension Plan ("SPP”) into the Journal Communications, Inc.

Plan (“JCI Plan”) that we also sponsor.

The SPP retained pension assets and pension obligations totaling $ 9 million.

Following the merger, we terminated the SPP and purchased a single premium group annuity contract from an insurance company in the amount of $ 53.5 million for the terminating SPP participants and certain participants in the newly merged JCI Plan.

Upon issuance of the group annuity contract, the insurance company assumed all investment risk associated with the assets that were delivered as the annuity contract premium and assumed the obligation to make future annuity payments to approximately 600 remaining retirees receiving pension benefits in the SPP and approximately 1,500 remaining retirees receiving pension benefits in the newly merged JCI Plan.

There was no change to the pension benefits for any plan participants as a result of these transactions and the purchase of the group annuity contract was funded directly by assets of the SPP and JCI Plan.

In the fourth quarter of 2018, we recognized a one-time non-cash settlement charge of $ 11.7 million in connection with these transactions.

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) were as follows:

2 unchanged sentences

Actuarial gain/(loss) $ 27,318 $ ( 5,296 ) $ ( 5,478 )

Prior service cost — — ( 424 )

Amortization of actuarial loss and prior service cost 6,210 4,672 2,622

4,672 2,622 3,527

Reclassification of actuarial loss related to settlement — — 11,713

Total $ 33,528 $ ( 624 ) $ ( 2,856 )

In addition to the amounts summarized above, amortization of actuarial losses related to our SERPs recognized through other comprehensive income was $ 0.3 million in 2020 and 2018 and $ 0.2 million in 2019, and settlement losses in 2018 totaled $ 1.8 million.

We recognized actuarial losses for our SERPs of $ 1.0 million and $ 1.9 million in 2020 and 2019, respectively, and a gain of $ 1.0 million in 2018.

In addition to the amounts summarized above, amortization of actuarial losses related to our SERPs recognized through other comprehensive income was $ 0.3 million, $ 0.3 million and $ 0.2 million in 2021, 2020 and 2019, respectively.

We recognized an actuarial gain for our SERPs of $ 0.3 million in 2021 and actuarial losses of $ 1.0 million and $ 1.9 million in 2020 and 2019, respectively.

Assumptions used in determining the annual retirement plans expense were as follows:

2 unchanged sentences

Long-term rate of return on plan assets 5.50 % 5.50 % 5.50 %

(1) Range presented for 2018 discount rate represents the rates used for various remeasurement periods during the year as well as differing rates used for Scripps Pension Plan and Journal Communications, Inc.

The discount rate used to determine our future pension obligations is based on a dedicated bond portfolio approach that includes securities rated Aa or better with maturities matching our expected benefit payments from the plans.

25 unchanged sentences

Prior service cost 370 388 — —

During 2020 and 2019, net actuarial losses increased our benefit obligation primarily due to year-over-year decreases in discount rate assumptions.

The recognized actuarial losses are recorded in accumulated other comprehensive income (loss) and are reflected in the table above.

During 2021, net actuarial gains decreased our benefit obligation primarily due to a year-over-year increase in the discount rate assumption, whereas in 2020, net actuarial losses increased our benefit obligation primarily due to a year-over-year decrease in the discount rate assumption.

The recognized actuarial gains/losses are recorded in accumulated other comprehensive income (loss) and are reflected in the table above.

Information for plans with an accumulated benefit obligation and projected benefit obligation in excess of plan assets was as follows:

5 unchanged sentences

Fair value of plan assets 517,148 492,827 — —

Assumptions used to determine the defined benefit pension plans benefit obligations were as follows:

Assumptions used to determine the defined benefit pension plan benefit obligation were as follows:

2021 2020 2019

42 unchanged sentences

We determine our business segments based upon our management and internal reporting structure, as well as the basis that our chief operating decision maker makes resource allocation decisions.

We report our financial performance based on the following segments:

Local Media, National Media, Other.

Under the new structure, our operating results are reported under Local Media, Scripps Networks and Other segment captions.

Our Local Media segment includes our 61 local broadcast stations and their related digital operations.

1 unchanged sentence

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

Our National Media segment includes our collection of national brands.

Our national media brands include Katz, Newsy, Triton and other national brands.

five independent stations and 10 additional low power stations.

Our Scripps Networks segment, which includes the recently acquired ION business, is comprised of nine national television networks that reach nearly every U.S.

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

These operations earn revenue primarily through the sale of advertising.

We allocate a portion of certain corporate costs and expenses, including information technology, certain employee benefits and shared services, to our business segments.

The allocations are generally amounts agreed upon by management, which may differ from an arms-length amount.

Our respective business segment results reflect the impact of intercompany carriage agreements between our local broadcast television stations and our national networks.

We also allocate a portion of certain corporate costs and expenses, including information technology, certain employee benefits and shared services to our business segments.

These intercompany agreements and allocations are generally amounts agreed upon by management, which may differ from an arms-length amount.

Corporate assets are primarily cash and cash equivalents, restricted cash, property and equipment primarily used for corporate purposes and deferred income taxes.

Our chief operating decision maker evaluates the operating performance of our business segments and makes decisions about the allocation of resources to our business segments using a measure called segment profit.

5 unchanged sentences

Local Media $ 1,319,468 $ 1,488,237 $ 1,032,709

National Media 378,218 323,674 235,107

Scripps Networks 951,883 309,076 270,060

Other 26,924 73,010 58,534

Intersegment eliminations ( 14,743 ) ( 12,845 ) ( 9,904 )

Total operating revenues $ 2,283,532 $ 1,857,478 $ 1,351,399

1 unchanged sentence

Local Media $ 268,140 $ 444,243 $ 227,789

National Media 62,538 43,166 29,168

Scripps Networks 389,278 28,324 15,585

Other 359 18,173 13,720

5 unchanged sentences

Interest expense ( 165,164 ) ( 92,994 ) ( 80,596 )

Loss on extinguishment of debt ( 15,347 ) — —

Defined benefit pension plan expense ( 343 ) ( 4,388 ) ( 6,953 )

Gain on sale of Triton business 81,784 — —

Losses on stock warrant ( 99,118 ) — —

Miscellaneous, net ( 15,469 ) 2,914 1,194

2 unchanged sentences

Local Media $ 39,368 $ 42,934 $ 34,086

National Media 5,788 4,302 2,336

Scripps Networks 17,109 5,133 3,854

Other 382 854 596

3 unchanged sentences

Local Media $ 40,315 $ 37,848 $ 26,283

National Media 17,537 16,710 10,152

Scripps Networks 58,599 9,460 9,507

Other 2,147 8,077 7,203

Shared services and corporate 2,504 1,354 1,353

14 unchanged sentences

Local Media $ 35,963 $ 42,611 $ 46,855

National Media 3,079 11,963 9,004

Scripps Networks 23,871 2,020 11,126

Other 430 1,200 1,366

5 unchanged sentences

Local Media $ 2,431,730 $ 2,463,064 $ 2,694,667

National Media 721,805 680,764 655,718

Scripps Networks 3,865,046 526,887 486,593

Other 27,582 198,215 197,674

16 unchanged sentences

If dividends on the Preferred Shares, which compound quarterly, are not paid in full in cash, the rate will increase to 9 % per annum for the remaining period of time that the Preferred Shares are outstanding.

Preferred stock dividends, effective through December 15, 2021, have been paid in 2021 totaling $ 45.1 million.

Class A Common Shares Stock Warrant — In connection with the Preferred Shares issuance, Berkshire Hathaway also received a warrant to purchase up to 23.1 million Class A shares, at an exercise price of $ 13 per share.

The warrant is exercisable at the holder’s option at any time or from time to time, in whole or in part, until the first anniversary of the date on which no Preferred Shares remain outstanding.

Since the holder had the option to settle the warrant through cash payment of the exercise price and/or through surrendering portions of their Preferred Shares for the stated par value, a liability was recognized for the fair value of the warrant.

The valuation model, classified within Level 3 of the fair value hierarchy, included inputs for the estimated term of the warrant, the historical volatility rate of Scripps common stock and the exercise price for the warrant.

At time of issuance, the fair value of the warrant totaled $ 181 million and was being remeasured each reporting period with the changes in fair value of the warrant captured in the gains/losses on stock warrant caption in the Consolidated Statements of Operations.

On May 14, 2021, the warrant agreement was amended to only permit settlement of the warrant through cash payment of the exercise price.

Following the warrant amendment, the warrant is no longer accounted for as a liability award where mark-to-market changes in the fair value of the warrant are captured as gains or losses in our operating results.

The fair value of the warrant was remeasured on May 14, 2021 at $ 280 million resulting in non-cash charges totaling $ 99.1 million for the year-to-date period of 2021.

The increase in our stock price during 2021 was the primary contributor to the increase in the fair value of the warrant.

The value of the liability on the amendment date was reclassified to equity within the caption Additional Paid-in Capital.

Share Repurchase Plan — Shares may be repurchased from time to time at management's discretion.

3 unchanged sentences

In February 2020, our Board of Directors authorized a new share repurchase program of up to $ 100 million of our Class A Common shares through March 1, 2022.

As part of the 2016 share repurchase plan, the Company entered into an Accelerated Share Repurchase ("ASR") agreement with JP Morgan to repurchase $ 25 million of the Company's common stock.

Under the ASR agreement, the Company paid $ 25 million to JP Morgan and received an initial delivery of 1.3 million shares in the third quarter of 2018, which represented 80 % of the total shares the Company expected to receive based on the market price at the time of the initial delivery.

The transaction was accounted for as an equity transaction.

The par value of shares received was recorded as a reduction to common stock with the remainder recorded as a reduction to additional paid-in capital or retained earnings.

Upon initial receipt of the shares, there was an immediate reduction in the weighted average common shares calculation for basic and diluted earnings per share.

Upon final settlement of the ASR agreement in February 2019, the Company received additional deliveries totaling 147,164 shares of its common stock based on a weighted average cost per share of $ 16.70 over the term of the ASR agreement.

No shares were repurchased under either authorization during 2020.

No shares were repurchased under either authorization during 2021 or 2020.

As of December 31, 2019, we repurchased $ 0.6 million of shares at prices ranging from $ 15.54 to $ 18.72 per share.

Excluding the shares repurchased under the ASR, during 2018 we repurchased $ 7.3 million of shares at prices ranging from $ 13.29 to $ 17.86 per share.

Under the terms of the Preferred Shares, we will be prohibited from paying dividends on and repurchasing our common shares until all Preferred Shares are redeemed.

Under the terms of the Preferred Shares, we are prohibited from paying dividends on and repurchasing our common shares until all Preferred Shares are redeemed.

Incentive Plans — The Company has a long-term incentive plan (the “Plan”) that permits the granting of incentive and nonqualified stock options, stock appreciation rights, restricted stock units (RSUs), restricted and unrestricted Class A Common shares and performance units to key employees and non-employee directors.

We satisfy stock option exercises and vested stock awards with newly issued shares.

As of December 31, 2020, approximately 3.8 million shares were available for future stock compensation awards.

Stock Options — Stock options grant the recipient the right to purchase Class A Common shares at not less than 100 % of the fair market value on the date the option is granted.

We have not issued any new stock options since 2008.

The following table summarizes our stock option activity:

of Shares Weighted-

Exercise Price Range of

Outstanding at December 31, 2017 251,507 $ 7.38 $ 6 - 9

Exercised ( 251,507 ) 7.38 6 - 9

Outstanding at December 31, 2018 —

The following table summarizes additional information about exercises of stock options:

For the years ended December 31,

(in thousands) 2020 2019 2018

Cash received upon exercise $ — $ — $ 1,857

Intrinsic value (market value on date of exercise less exercise price) — — 1,266

Tax benefits realized — — 315

As of December 31, 2021, approximately 6.3 million shares were available for future stock compensation awards.

Restricted Stock Units — Awards of restricted stock units (RSUs) generally require no payment by the employee.

58 unchanged sentences

Employee Benefit Plans for additional information.

Summarized Quarterly Financial Information (Unaudited)

Summarized quarterly financial information is as follows:

2020 1st 2nd 3rd 4th

(in thousands, except per share data) Quarter Quarter Quarter Quarter Total

Operating revenues $ 414,223 $ 358,883 $ 493,262 $ 591,110 $ 1,857,478

Costs and expenses ( 364,521 ) ( 329,381 ) ( 361,185 ) ( 391,087 ) ( 1,446,174 )

Depreciation and amortization of intangible assets ( 27,345 ) ( 26,645 ) ( 26,856 ) ( 26,309 ) ( 107,155 )

Gains (losses), net on disposal of property and equipment ( 1,433 ) ( 1,307 ) 2,012 67 ( 661 )

Interest expense ( 25,798 ) ( 22,999 ) ( 21,387 ) ( 22,810 ) ( 92,994 )

Defined benefit pension plan expense ( 1,026 ) ( 1,026 ) ( 1,261 ) ( 1,075 ) ( 4,388 )

Miscellaneous, net 1,114 ( 1,552 ) 1,488 1,864 2,914

Income (loss) from continuing operations before income taxes ( 4,786 ) ( 24,027 ) 86,073 151,760 209,020

Provision (benefit) for income taxes 2,412 ( 6,515 ) 22,100 37,459 55,456

Income (loss) from continuing operations, net of tax ( 7,198 ) ( 17,512 ) 63,973 114,301 153,564

Income (loss) from discontinued operations, net of tax ( 4,611 ) ( 4,531 ) ( 5,455 ) 130,366 115,769

Net income (loss) ( 11,809 ) ( 22,043 ) 58,518 244,667 269,333

Income (loss) attributable to noncontrolling interest — — — — —

Net income (loss) attributable to the shareholders of The E.W.

Scripps Company $ ( 11,809 ) $ ( 22,043 ) $ 58,518 $ 244,667 $ 269,333

Net income (loss) from continuing operations per basic share of common stock $ ( 0.09 ) $ ( 0.22 ) $ 0.76 $ 1.36 $ 1.84

Loss from discontinued operations per basic share of common stock $ ( 0.06 ) $ ( 0.06 ) $ ( 0.07 ) $ 1.55 $ 1.39

Net income (loss) from continuing operations per diluted share of common stock $ ( 0.09 ) $ ( 0.22 ) $ 0.76 $ 1.35 $ 1.83

Loss from discontinued operations per diluted share of common stock $ ( 0.06 ) $ ( 0.06 ) $ ( 0.07 ) $ 1.55 $ 1.39

Weighted average shares outstanding:

Basic 81,077 81,418 81,522 81,650 81,418

Diluted 81,077 81,418 82,088 82,467 81,831

Cash dividends per share of common stock $ 0.05 $ 0.05 $ 0.05 $ 0.05 $ 0.20

The sum of the quarterly net income (loss) per share amounts may not equal the reported annual amount because each amount is computed independently based upon the weighted-average number of shares outstanding for the period.

2019 1st 2nd 3rd 4th

(in thousands, except per share data) Quarter Quarter Quarter Quarter Total

Operating revenues $ 277,059 $ 320,428 $ 330,857 $ 423,055 $ 1,351,399

Costs and expenses ( 254,305 ) ( 272,351 ) ( 303,652 ) ( 351,080 ) ( 1,181,388 )

Depreciation and amortization of intangible assets ( 17,006 ) ( 19,532 ) ( 21,661 ) ( 26,145 ) ( 84,344 )

Gains (losses), net on disposal of property and equipment ( 173 ) ( 144 ) 11 1,998 1,692

Interest expense ( 8,916 ) ( 18,023 ) ( 26,537 ) ( 27,120 ) ( 80,596 )

Defined benefit pension plan expense ( 1,572 ) ( 1,564 ) ( 2,071 ) ( 1,746 ) ( 6,953 )

Miscellaneous, net ( 800 ) 369 2,042 ( 417 ) 1,194

Income (loss) from continuing operations before income taxes ( 5,713 ) 9,183 ( 21,011 ) 18,545 1,004

Provision (benefit) for income taxes ( 2,393 ) 3,385 ( 3,677 ) 5,602 2,917

Income (loss) from continuing operations, net of tax ( 3,320 ) 5,798 ( 17,334 ) 12,943 ( 1,913 )

Loss from discontinued operations, net of tax ( 3,494 ) ( 6,164 ) ( 4,429 ) ( 2,378 ) ( 16,465 )

Net income (loss) ( 6,814 ) ( 366 ) ( 21,763 ) 10,565 ( 18,378 )

Income (loss) attributable to noncontrolling interest — — 166 ( 166 ) —

Net income (loss) attributable to the shareholders of The E.W.

Scripps Company $ ( 6,814 ) $ ( 366 ) $ ( 21,929 ) $ 10,731 $ ( 18,378 )

Net income (loss) from continuing operations per basic share of common stock $ ( 0.04 ) $ 0.07 $ ( 0.22 ) $ 0.16 $ ( 0.02 )

Loss from discontinued operations per basic share of common stock $ ( 0.04 ) $ ( 0.07 ) $ ( 0.05 ) $ ( 0.03 ) $ ( 0.20 )

Net income (loss) from continuing operations per diluted share of common stock $ ( 0.04 ) $ 0.07 $ ( 0.22 ) $ 0.16 $ ( 0.02 )

Loss from discontinued operations per diluted share of common stock $ ( 0.04 ) $ ( 0.07 ) $ ( 0.05 ) $ ( 0.03 ) $ ( 0.20 )

Weighted average shares outstanding:

Basic 80,673 80,822 80,877 80,927 80,826

Diluted 80,673 81,196 80,877 81,322 80,826

Cash dividends per share of common stock $ 0.05 $ 0.05 $ 0.05 $ 0.05 $ 0.20

Assets Held for Sale and Discontinued Operations

4 unchanged sentences

The transaction closed on October 16, 2020.

Beginning in the second quarter of 2020, Stitcher was classified as discontinued operations in our consolidated financial statements for all periods presented.

Radio Divestiture

In the fourth quarter of 2017, we began the process to divest our radio business.

Our radio business consisted of 34 radio stations in eight markets.

We have reported its results as discontinued operations for the year ended 2018.

Operating results of our Stitcher and radio operations included in discontinued operations were as follows:

2020 2019 2018

(in thousands) Stitcher Stitcher Stitcher Radio Total

Stitcher is classified as discontinued operations in our Consolidated Financial Statements for all periods presented.

Operating results of our discontinued Stitcher operations were as follows:

For the years ended December 31,

(in thousands) 2021 2020 2019

Operating revenues $ — $ 57,573 $ 72,545

1 unchanged sentence

Depreciation and amortization of intangible assets — ( 1,157 ) ( 2,642 )

Impairment of goodwill and intangible assets — — — ( 25,900 ) ( 25,900 )

Other, net — ( 174 ) ( 57 )

Loss from operations ( 600 ) ( 32,357 ) ( 21,879 )

Pretax gain (loss) on disposal 182,589 — — ( 18,558 ) ( 18,558 )

Pretax gain on disposal 9,572 182,589 —

Gain (loss) from discontinued operations before income taxes 8,972 150,232 ( 21,879 )

1 unchanged sentence

Income (loss) from discontinued operations, net of tax $ 6,813 $ 115,769 $ ( 16,465 )

During 2021, the estimate for the contingent earnout consideration was increased by $ 9.1 million.

In the third quarter of 2021, we received payment of $ 19.1 million for the 2020 earnout period.

No value is currently assigned to the 2021 contingent earnout consideration.

Stitcher’s discontinued operating results in 2020 include a contract termination charge that totaled $ 12 million.

The gain on disposal for Stitcher reflects an $ 10 million fair value estimate for the contingent earnout consideration.

Results of discontinued operations in 2018 included $ 25.9 million of a non-cash impairment charge to write-down the goodwill of our radio business to fair value.

The income tax provision for discontinued operations was impacted by a non-deductible charge of $ 30.9 million in 2018.

We also entered into separate Local Marketing Agreements (“LMA”) with the acquirer of the Tulsa radio stations and the acquirer of the Wichita, Springfield, Omaha, and Knoxville radio stations.

Under the terms of these agreements, the acquiring entities paid us a monthly LMA fee and also reimbursed us for certain station expenses, as defined in the agreements, in exchange for the right to program and sell advertising from the stations' inventory of broadcast time.

The LMA with the acquirer of the Tulsa radio stations was effective from July 30, 2018 until the closing of the transaction.

The other LMA was effective from September 1, 2018 until closing of the transactions.

Discontinued operating revenues included LMA fees totaling $ 2.5 million for the year ended December 31, 2018.

The following table presents a summary of the Stitcher net assets classified as discontinued operations.

(in thousands) As of December 31, 2019

Total current assets $ 34,793

Investments 178

Property and equipment 5,526

Goodwill and intangible assets 48,292

Operating lease right-of-use assets 10,448

Other assets 2,029

Total assets of discontinued operations 101,266

Total current liabilities 10,175

Other liabilities 12,552

Total liabilities of discontinued operations 22,727

Net assets of discontinued operations $ 78,539

The 2020 gain on disposal for Stitcher reflects a $ 10 million fair value estimate for the contingent earnout consideration.

Triton Digital

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

On February 16, 2021, we signed a definitive agreement to sell the business and the transaction closed on March 31, 2021.

The sale generated total net proceeds of $ 225 million and we recognized a pre-tax gain from disposition totaling $ 81.8 million.

When we acquired the Nexstar-Tribune television stations in 2019, we granted Nexstar the option to repurchase WPIX, the CW-affiliated station in New York City.

5 unchanged sentences

These gains are included within the miscellaneous, net caption on our Consolidated Statements of Operations.

Pending Triton Sale

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.

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 9A. Controls and Procedures