What changed in this filing

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Item 1. Business

2023-02-24 compared with 2022-02-25 · 188 added, 184 removed, 260 unchanged (59% of the section changed)

1 unchanged sentence

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

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

We are 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 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.

We serve audiences and businesses in our Local Media division through a portfolio of 61 local television stations in 41 markets.

Our local stations have programming agreements with ABC, NBC, CBS, FOX and the CW.

In our Scripps Networks division, we operate nine national news and entertainment networks - ION, Bounce, Court TV, Defy TV, Grit, ION Mystery, Laff, Scripps News and TrueReal – each reaches well over 90% of U.S.

television households over-the-air.

Effective the beginning of 2023, we merged our nationally focused news resources into a Scripps News division.

Scripps News combines the development and distribution of Newsy programming content, the Local Media national desk and our award-winning investigative reporting newsroom in Washington, D.C.

into one coordinated organization.

The combined operation will more efficiently serve national audiences and our local television stations.

We also serve as the longtime steward of one of the nation's largest, most successful and longest-running educational programs, the Scripps National Spelling Bee.

Additionally, we provide consumers DVR product solutions to watch and record free over-the-air HDTV on connected devices through our Nuvyyo business.

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

We completed the acquisition of ION Media Networks, Inc.

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

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

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

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

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

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 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.

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

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

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

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

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

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

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

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

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

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

television homes.

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

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

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

In December of 2022, we launched our Scripps Sports division to further leverage our local market depth and national broadcast reach for partnerships with sports leagues, conferences and teams.

In addition to the market depth of our 61 local television stations, ION boasts the fifth-largest national broadcast viewership and its network of owned and operated and affiliate stations reaches 100% of U.S.

television households through broadcast, cable/satellite and connected TV platforms, providing it the opportunity to run localized, regionalized and national programming.

Our sports division will be comprised of a limited number of personnel that will seek and negotiate sports rights for the benefit of our Local Media and Scripps Networks businesses.

The revenues earned and any sports rights fees or other direct expenses incurred will reside within those respective businesses.

Scripps is a leader in free, ad-supported television.

All of our local stations and national networks reach consumers over-the-air, and all of our television brands can also be found on free streaming platforms.

During 2022, we continued to expand in the fast-growing connected television marketplace, as well as continued to leverage our leadership position in the growing over-the-air marketplace.

Currently, one in three non pay-TV homes is watching television over the air alongside their subscription services, and industry data shows the use of free television over antenna is expected to surpass 50 million households in 2025.

Scripps has launched a major national consumer marketing campaign to broaden antenna use even more, as well as working with key partners in retail, manufacturing and antenna installation, to help television owners understand the quality and quantity of programming available over the air and the ease of antenna use.

In January of 2023, we announced a strategic restructuring and reorganization of the Company that will further leverage our strong position in the U.S.

television ecosystem and propel our growth across new distribution platforms and emerging media marketplaces.

Lisa Knutson was named chief operating officer, assuming responsibility for the Local Media and Scripps Networks operating divisions, and was tasked with leading the Company’s restructuring efforts.

The restructuring aims to create a leaner and more agile operating structure through the centralization of certain services and the consolidation of layers of management across our operating businesses and corporate office.

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

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• The List, an Emmy-award winning infotainment show, is available in 39 markets reaching viewers in approximately 26% of the country.

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

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

It is real people talking about real issues.

This show is available in more than 42 markets.

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

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

• The Race is a weekly 30-minute show that focuses on the issues impacting Americans.

We travel to communities across the country to talk about jobs, health care, inflation and more.

No pundits, politicians or pollsters, just people.

The show is available in 47 markets on broadcast and OTT and airs on Scripps News OTA every Sunday morning.

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

The show completed its 11-year run when the final season ended in September 2022.

Revenue cycles and sources

Core Advertising

Our core advertising is comprised of sales to local and national customers.

The advertising includes a combination of broadcast spots, as well as digital and OTT advertising.

Our core advertising revenues accounted for 42% of our Local Media segment’s revenues in 2022.

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

Our stations compete for advertising revenues with other sources of local media, including competitors’ television stations in the same markets, radio stations, cable television systems, newspapers, digital platforms and direct mail.

Local advertising time is sold by each station’s local sales staff who call upon advertising agencies and local businesses, which typically include advertisers such as car dealerships, health-care facilities and other service providers.

We seek to attract new advertisers to our television stations and to increase the amount of advertising sold to existing local advertisers by relying on experienced local sales forces with strong community ties, producing news and other programming with local advertising appeal and sponsoring or promoting local events and activities.

National advertising time is generally sold through national sales representative firms that call upon advertising agencies, whose clients typically include automobile manufacturers and dealer groups, telecommunications companies and insurance providers.

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.

Cyclical factors influence revenues from our core advertising categories.

Some of the cycles are periodic and known well in advance, such as election campaign seasons and special programming events (e.g.

the Olympics or the Super Bowl).

example, our NBC affiliates benefit from incremental advertising demand from the coverage of the Olympics.

Economic cycles are less predictable and beyond our control.

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

Political Advertising

Political advertising is generally sold through our Washington D.C.

sales office.

Advertising is sold to presidential, gubernatorial, Senate and House of Representative candidates, as well as for state races and local issues.

It is also sold to political action groups (PACs) or other advocacy groups.

Political advertising revenues were 13% of our Local Media segment's revenues in 2022.

Political advertising revenues increase significantly during even-numbered years when local, state and federal elections occur.

In addition, every four years, political spending is typically elevated further due to the advertising for the presidential election.

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

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

Distribution Revenues

We earn revenues from cable operators, satellite carriers, other multi-channel video programming distributors (collectively "MVPDs"), other online video distributors and subscribers for access rights to our broadcast signals.

Distribution revenues were 44% of our Local Media segment's revenues in 2022.

These arrangements are generally governed by multi-year contracts and the fees we receive are typically based on the number of subscribers the respective distributor has and the contracted rate per subscriber.

Approximately 75% of subscribers within our retransmission consent agreements are subject to negotiation in 2023.

Employee costs accounted for 38% of our Local Media segment's costs and expenses in 2022.

We centralize certain functions, such as master control, traffic, graphics, research and political advertising, at company-owned hubs that do not require a presence in the local markets.

This approach enables each of our stations to focus local resources on the creation of content and revenue-producing activities.

We expect to continue to look for opportunities to centralize functions that do not require a local market presence.

Programming costs, which include network affiliation fees, syndicated programming and shows produced for us or in partnership with others, were 43% of our Local Media segment's costs and expenses in 2022.

Our network-affiliated stations broadcast programming that is supplied to us by the networks in various dayparts.

Under each affiliation agreement, the station broadcasts all of the programs transmitted by the network.

In exchange, we pay affiliation fees to the network and the network sells a substantial majority of the advertising time during these broadcasts.

We expect our network affiliation agreements to be renewed upon expiration.

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

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Expires in Market Rank (1)

WMYD-TV Detroit, Ch.

20 Ind/21 N/A 2029 11

WXYZ-TV Detroit, Ch.

7 ABC/41 2026 2029 11

KNXV-TV Phoenix, Ch.

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61 CW/27 2024 2030 12

WSFL-TV Miami, Ch.

39 CW/27 2024 2029 15

WFTS-TV Tampa, Ch.

28 ABC/29 2026 2029 16

WMYD-TV Detroit, Ch.

20 Ind/21 N/A 2029 15

WXYZ-TV Detroit, Ch.

7 ABC/41 2022 2029 15

KMGH-TV Denver, Ch.

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3 Ind/3 N/A 2030 17

WSFL-TV Miami, Ch.

39 CW/27 2024 2029 18

WEWS-TV Cleveland, Ch.

5 ABC/15 2026 2029 19

WRTV-TV Indianapolis, Ch.

6 ABC/25 2022 2029 25

KGTV-TV San Diego, Ch.

10 ABC/10 2022 2022 28

WMAR-TV Baltimore, Ch.

2 ABC/38 2026 2028 25

WRTV-TV Indianapolis, Ch.

6 ABC/25 2026 2029 27

WTVF-TV Nashville, Ch.

5 CBS/25 2024 2029 28

KSTU-TV Salt Lake City, Ch.

13 FOX/28 2022 2022 29

KGTV-TV San Diego, Ch.

10 ABC/10 2026 2030 30

Palm Beach, Ch.

5 NBC/12 2024 2029 31

Palm Beach, Ch.

9 Ind/34 N/A 2029 31

KMCI-TV Kansas City, Ch.

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9 ABC/22 2026 2029 33

KSTU-TV Salt Lake City, Ch.

13 FOX/28 2026 (2) 34

WTMJ-TV Milwaukee, Ch.

4 NBC/28 2024 2029 35

Palm Beach, Ch.

5 NBC/12 2024 2029 39

Palm Beach, Ch.

9 Ind/34 N/A 2029 39

KTNV-TV Las Vegas, Ch.

13 ABC/13 2026 2030 41

WXMI-TV Grand Rapids, Ch.

17 FOX/19 2022 2029 41

WGNT-TV Norfolk, Ch.

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3 CBS/40 2026 2028 42

WKBW-TV Buffalo, Ch.

7 ABC/38 2022 2023 52

WXMI-TV Grand Rapids, Ch.

17 FOX/19 2026 2029 43

WFTX-TV Fort Myers/Naples, Ch.

4 FOX/35 2026 2029 49

WKBW-TV Buffalo, Ch.

7 ABC/38 2026 2023 51

WTVR-TV Richmond, Ch.

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2 NBC/8 2024 2030 61

WLEX-TV Lexington, Ch.

18 NBC/39 2024 2029 63

KWBA-TV Tucson, Ch.

58 CW/44 2024 2022 69

KGUN-TV Tucson, Ch.

9 ABC/9 2022 2022 69

WGBA-TV Green Bay/Appleton, Ch.

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32 Ind/27 N/A 2029 65

WLEX-TV Lexington, Ch.

18 NBC/39 2024 2029 67

KMTV-TV Omaha, Ch.

3 CBS/45 2026 2030 73

KWBA-TV Tucson, Ch.

58 CW/44 2024 2030 80

KGUN-TV Tucson, Ch.

9 ABC/9 2026 2030 80

KOAA-TV Colorado Springs, Ch.5 NBC/42 2024 2030 87

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6 ABC/24 2026 2030 107

WTXL-TV Tallahassee, Ch.

27 ABC/27 2022 2029 107

WSYM-TV Lansing, Ch.

47 FOX/38 2026 2029 109

KSBY-TV San Luis Obispo, Ch.

6 NBC/15 2024 2022 122

KATC-TV Lafayette, Ch.

WTXL-TV Tallahassee, Ch.

27 ABC/27 2026 2029 114

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23 ABC/10 2026 (2) 122

KATC-TV Lafayette, Ch.

3 ABC/28 2026 2029 123

KSBY-TV San Luis Obispo/Santa Barbara, Ch.

6 NBC/15 2024 (2) 126

KRIS-TV Corpus Christi, Ch.

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12 NBC/12 2024 2030 205

(1) Market rank is based on the 2022 Comscore HH Universe estimates.

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

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

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

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

Revenue cycles and sources

Core Advertising

Our core advertising is comprised of sales to local and national customers.

The advertising includes a combination of broadcast spots, as well as digital and OTT advertising.

Our core advertising revenues accounted for 50% of our Local Media segment’s revenues in 2021.

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

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.

Cyclical factors influence revenues from our core advertising categories.

Some of the cycles are periodic and known well in advance, such as election campaign seasons and special programming events (e.g.

the Olympics or the Super Bowl).

For example, our NBC affiliates benefit from incremental advertising demand from the coverage of the Olympics.

Economic cycles are less predictable and beyond our control.

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

Political Advertising

Political advertising is generally sold through our Washington D.C.

sales office.

Advertising is sold to presidential, gubernatorial, Senate and House of Representative candidates, as well as for state races and local issues.

It is also sold to political action groups (PACs) or other advocacy groups.

Political advertising revenues were 2% of our Local Media segment's revenues in 2021.

Political advertising revenues increase significantly during even-numbered years when local, state and federal elections occur.

In addition, every four years, political spending is typically elevated further due to the advertising for the presidential election.

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

Retransmission Revenues

We earn revenues from retransmission consent agreements with multi-channel video programming distributors ("MVPDs") in our markets.

Retransmission revenues were 47% of our Local Media segment's revenues in 2021.

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

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

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

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

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

We centralize certain functions, such as master control, traffic, graphics and political advertising, at company-owned hubs that do not require a presence in the local markets.

This approach enables each of our stations to focus local resources on the creation of content and revenue-producing activities.

We expect to continue to look for opportunities to centralize functions that do not require a local market presence.

Programming costs, which include network affiliation fees, syndicated programming and shows produced for us or in partnership with others, were 42% of our Local Media segment's costs and expenses in 2021.

Our network-affiliated stations broadcast programming that is supplied to us by the networks in various dayparts.

Under each affiliation agreement, the station broadcasts all of the programs transmitted by the network.

In exchange, we pay affiliation fees to the network and the network sells a substantial majority of the advertising time during these broadcasts.

We expect our network affiliation agreements to be renewed upon expiration.

Federal Regulation of Broadcasting — Broadcast television is subject to the jurisdiction of the FCC pursuant to the Communications Act of 1934, as amended (“Communications Act”).

The Communications Act prohibits the operation of broadcast stations except in accordance with a license issued by the FCC and empowers the FCC to revoke, modify and renew broadcast licenses, approve the transfer of control of any entity holding such a license, determine the location of stations, regulate the equipment used by stations and adopt and enforce necessary regulations.

As part of its obligation to ensure that broadcast licensees serve the public interest, the FCC exercises limited authority over broadcast programming by, among other things, requiring certain children's television programming and limiting commercial content therein, requiring the identification of program sponsors, regulating the sale of political advertising and the distribution of emergency information, and restricting indecent programming.

As part of its obligation to ensure that broadcast licensees serve the public interest, the FCC exercises limited authority over broadcast programming by, among other things, requiring certain children's television programming and limiting commercial content therein, requiring the identification of program sponsors, including specific rules related to identifying programming sponsored or provided by foreign governments, regulating the sale of political advertising and the distribution of emergency information, and restricting indecent programming.

The FCC also requires television broadcasters to close caption their programming for the benefit of persons with hearing impairment and to ensure that any of their programming that is later transmitted via the Internet is captioned.

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

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

Scripps' current national audience reach is 38.0% of television households after application of the “UHF discount.”

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

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

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

The Communications Act requires the FCC to conduct such a review every four years, and as such the FCC opened a new proceeding in December 2022 requesting that parties update the record and submit comments on the broadcast ownership rules and the media marketplace.

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

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

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

This Internet-protocol based transmission method permits television stations to offer enhanced and innovative services coupled with much improved

broadcast signal reception, particularly by mobile devices.

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

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

In 2022, Congress passed the Low Power Protection Act, which directs the FCC to adopt rules that will allow certain low-power television stations to apply for “Class A” regulatory status, which will provide those stations with increased protection from interference.

While certain low power television stations owned by the Company may qualify for this status, the FCC has not yet adopted rules implementing the Low Power Protection Act and we cannot predict the outcome of those proceedings or their possible impact on the Company.

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

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

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

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

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

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

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.

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

The networks reach nearly every U.S.

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

In 2022, ION was launched as a free advertising-supported streaming television ("FAST") channel with distribution across multiple streaming services.

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

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

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

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

Original programming includes hit series such as Johnson and Finding Happy .

In the fourth quarter of 2021, Bounce XL was launched as a FAST channel with distribution on multiple streaming services.

It is also available on multiple streaming services as an app.

Court TV is available in approximately 98% of U.S.

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

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

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

television broadcast homes.

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

Court TV is also available as either an app or FAST channel with distribution on multiple streaming services.

Defy TV reaches approximately 98% of U.S.

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

Grit is available in approximately 99% of U.S.

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

ION Mystery (formerly Court TV Mystery)

In 2022, Grit Xtra was launched as a FAST channel with distribution across multiple streaming services.

ION Mystery is available in approximately 99% of U.S.

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

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

Programming on ION Mystery includes Bones , Scorpion , and CSI franchises.

In 2022, ION Mystery was launched as a FAST channel with distribution across multiple streaming services.

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

1 unchanged sentence

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

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

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

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

television broadcast homes.

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

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

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

Scripps News (formerly Newsy)

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

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

Scripps News remains the nation's only free 24/7 broadcast news network, available in approximately 96% of U.S.

television broadcast homes.

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

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

The network’s programming lineup includes Morning Rush , In the Loop with Christian Bryant , Scripps News Reports with Chance Seales and Scripps News Showcase .

TrueReal reaches approximately 95% of U.S.

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

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

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WPPX Philadelphia, PA 34 2023 4

WBPX Boston, MA 22 2023 5

WDPX Boston, MA 22 2023 5

WPXG Boston, MA 23 2023 5

KPXD Dallas-Ft.

Worth, TX 25 2030 6

WPXA Atlanta, GA 16 2029 6

WPXW Washington, DC-Hagerstown, MD 35 2028 7

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KPXB Houston, TX 32 2030 9

WBPX Boston, MA 22 2023 10

WDPX Boston, MA 22 2023 10

WPXG Boston, MA 23 2023 10

WPXA Atlanta, GA 16 2029 10

KWPX Seattle-Tacoma, WA 33 2023 13

WXPX Tampa-St.

Petersburg, FL 29 2029 13

KPXM Minneapolis-St.

Paul, MN 16 (2) 14

WOPX Orlando-Daytona, FL 14 2029 17

WPXM Miami-Ft.Lauderdale, FL 21 2029 15

WXPX Tampa-St.

Petersburg, FL 29 2029 16

WOPX Orlando-Daytona, FL 14 2029 18

KSPX Sacramento-Stockton-Modesto,CA 21 (2) 20

KPXG Portland,OR 22 2023 21

WINP Pittsburgh, PA 16 2023 21

Louis, MO 28 2029 23

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WRPX Raleigh-Durham, NC 32 2028 24

WINP Pittsburgh, PA 16 2023 26

KUPX Salt Lake City, UT 29 2023 29

KPXG Portland,OR 22 2023 26

WNPX Nashville, TN 32 2029 28

KPXL San Antonio, TX 26 2022 31

WSFJ Columbus, OH 19 2029 33

KUPX Salt Lake City, UT 29 2030 34

WPXE Milwaukee, WI 30 2029 35

WSFJ Columbus, OH 19 2029 36

KPXL San Antonio, TX 26 2030 37

KMCC Las Vegas, NV 32 (2) 41

WPXC Jacksonville, FL-Brunswick, GA 24 2029 44

WPXL New Orleans, LA 33 2029 50

WPXQ Providence, RI 17 2023 53

WPXL New Orleans, LA 33 2029 54

WQPX Wilkes Barre-Scranton, PA 33 2023 57

KTPX Tulsa, OK 28 2022 61

WPXK Knoxville, TN 18 2029 59

KTPX Tulsa, OK 28 2030 61

WKOI Dayton, OH 31 2029 62

WIPL Portland-Auburn, ME 24 2023 69

KFPX Des Moines-Ames, IA 36 2030 72

WPXR Roanoke, VA 27 2028 71

WLPX Charleston-Huntington, WV 18 2028 74

WIPL Portland-Auburn, ME 24 2023 78

WPXR Roanoke, VA 27 2028 75

WZRB Columbia, SC 25 2028 79

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WTPX Wausau-Rhinelander, WI 19 2029 135

(1) Market rank is based on the 2022 Comscore HH Universe estimates.

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

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

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

Employees and Human Capital Resource Management

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We consider our relationships with our employees to be good.

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

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

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

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

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

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

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

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

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

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

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

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

The Company made a donation to this employee relief fund in 2020 equal to the amount of voluntary salary reductions from the senior leadership team and fee reductions from members of the Company’s Board of Directors.

Members of the Scripps family also contributed significantly to the fund in both 2020 and 2021.

During 2020 and early 2021, the fund disbursed in excess of $1.4 million to provide more than 900 employees up to $2,000 each for needs caused by the pandemic, such as food and basic household supplies, housing-related assistance, and childcare or eldercare costs.

Equity, Diversity and Inclusion

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

Our goal is to support all employees with the resources and development opportunities they need to write their own stories.

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

The EDI team has developed plans to direct our Company based on our guiding principles:

• Culture - To foster a culture that embraces each person's diversity and empowers employees to reach their full potential,

• People - To attract and retain diverse talent through strategic recruiting practices and professional development to reflect the communities we serve, and

• Business - to create additional value for Scripps and drive stronger business results by leveraging new ideas and innovation that stem from a culture of inclusion.

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

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

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

The components of these plans include:

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

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

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

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

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

Our four diversity pillars are:

Race, Gender, LGBTQ+ and veterans.

As a key focus of our EDI journey, we have labored to help both employees and external stakeholders understand how and why Scripps is focused on a more equitable, diverse and inclusive workplace.

The awareness and educational part of our strategy is foundational to improving representation in our workforce.

We celebrate our history and heritage months and ensure ongoing learning opportunities through The Welcome Table, which highlights educational awareness;

Courageous Conversations, showcasing robust, candid discourse among employees and speakers;

EDI Academy, which promotes intimate topical exchanges;

and our annual Diversity Symposium.

To engage employees deeper in our organization, we’ve also introduced our EDI Advisory Council, which will leverage employee

perspectives on our EDI strategy and supporting tactics.

Our Employee Resource Groups have increased across the organization, with each diversity pillar represented.

We kicked off several new opportunities in 2022, including incorporating EDI discussions into the onboarding process, ensuring each new employee has a firm grasp of our EDI strategy and regularly offering unconscious bias trainings to all employees.

We also have been focused on evolving our television programming through the lens of our EDI goals.

In 2022, we created a dedicated position to lead efforts in inclusive journalism, helping our news markets better connect with their audiences.

This person partners with news leaders in implementing the company’s audience and demographic research findings, developing EDI best practices and placing a greater emphasis on representing all sectors of our audiences.

In 2022, we held our second annual EDI Symposium, which is our annual, weeklong event featuring internal and external speakers talking to our employees about topics related to EDI.

More than 3,800 employees joined 14 inspiring sessions – a 31% increase over last year’s symposium.

Of those, 42% were in manager and executive roles.

At its core, our EDI work is about engaging every employee and helping them to participate at work at their fullest level, to achieve the satisfaction of belonging and performing well.

Compensation and Benefits

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

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

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

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

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

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

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

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

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

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

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

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

Financial counseling is available at no cost to our employees providing access to confidential, one-on-one financial coaching and online resources to help with every day financial decisions and planning for life events.

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

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

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

Additionally, the Company has in

place a Code of Business Conduct and Ethics for the Chief Executive Officer and the Senior Financial and Accounting Officers.

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

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

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

In 2022, we implemented quarterly all-employee engagement surveys.

Data is aggregated and shared with management to help us understand priorities and opportunities that our employees find beneficial to their everyday work life.

To assist us with helping employees' career growth and exploration, we invited employees to update their experience, skills and interests in our human capital management system.

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

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

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

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

daily company social media postings;

an annual all-employee awards program;

employee engagement survey;

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

annual all-employee awards program;

employee engagement surveys;

and regular town hall meetings with the CEO and other executives.

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

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

What changed 10-K

Item 1. Business