What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-24 · 391 added, 388 removed, 1487 unchanged (34% of the section changed)

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Other Information

None of our directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(a) of Regulation S-K) during the quarter ended December 31, 2023.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

34 unchanged sentences

Scripps Company

8-K 000-16914 99.03 2/17/2009

10-Q 001-10701 3.05 3/31/2023

3.02 Amended and Restated Code of Regulations of The E.W.

1 unchanged sentence

8-K 000-16914 10.02 5/10/2007

3.03 Amendment to Amended Articles of Incorporation of The E.

Scripps Company

8-K 000-16914 3.1 3/11/2015

3.04 Amendment to Articles of Incorporation

8-K 001-10701 4.2 1/4/2021

4.01 Warrant Agreement dated January 7, 2021, by and between The E.W.

3 unchanged sentences

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

4.03 Description of Capital Stock of Scripps

10-Q 001-10701 4.03 3/31/2023

10.01 The E.W.

Scripps Company 2010 Long-Term Incentive Plan (Amended and Restated as of May 6, 2019)

10-K 001-10701 10.01 12/31/2019

10.02 Amendment No.

1 to The E.W.

Scripps Company 2023 Long-Term Incentive Plan

10-Q 000-16914 10.02 9/30/2017

DEF 14A 001-10701 Appendix 3/17/2023

10.02 Form of Independent Director Nonqualified Stock Option Agreement

4 unchanged sentences

10.04 Scripps Executive Severance and Change in Control Plan (Effective as of February 25, 2020)

* 001-10701 10.05 12/31/2022

10-K 001-10701 10.05 12/31/2022

10.05 Second Amended and Restated Scripps Family Agreement

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Scripps Company Restricted Share Unit Agreement (Non-Employee Directors)

10-Q 000-16914 10.15 9/30/2017

10.11 Employee Restricted Share Unit Agreement

10-Q 000-16914 10.16 9/30/2017

10.12 The E.W.

Scripps Company Restricted Share Unit Agreement (Executive Officers)

10.13 CEO Performance-Based Restricted Share Unit Agreement

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8-K 001-10701 10.3 8/2/2022

10.15 5.125% Senior Notes due 2025 Purchase Agreement dated April 20, 2017

8-K 000-16914 10.1 4/20/2017

10.16 Indenture dated as of April 28, 2017

8-K 000-16914 10.1 4/28/2017

10.17 Third Amended and Restated Credit Agreement dated as of April 28, 2017 (as amended by the First Amendment, dated as of October 2, 2017, the Second Amendment, dated as of April 3, 2018, the Third Amendment, dated as of November 20, 2018 and the Fourth Amendment, dated as of May 1, 2019, the Fifth Amendment, dated as of December 18, 2019 and the Sixth Amendment, dated as of January 7, 2021)

8-K 001-10701 10.1 1/4/2021

10.15 Third Amended and Restated Credit Agreement dated as of April 28, 2017 (as amended by the First Amendment, dated as of October 2, 2017, the Second Amendment, dated as of April 3, 2018, the Third Amendment, dated as of November 20, 2018 and the Fourth Amendment, dated as of May 1, 2019, the Fifth Amendment, dated as of December 18, 2019 , the Sixth Amendment, dated as of January 7, 2021 , the Seventh Amendment, dated as of March 7, 2023 and the Eighth Amendment , dated as of July 31, 2023 )

10-Q 001-10701 10.1 6/30/2023

10.16 Indenture dated as of July 26, 2019

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Scripps Company Code of Business Conduct and Ethics for the Chief Executive Officer and Senior Financial Officers

* 001-10701 14 12/31/2022

10-K 001-10701 14 12/31/2022

Scripps Insider Trading Policy

21 Subsidiaries of the Company

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32(b) Section 906 Certifications

Scripps Company Compensation Recovery Policy

101.INS iXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document *

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Symson (Principal Executive Officer)

/s/ Jason Combs Executive Vice President and Chief Financial Officer

/s/ Jason Combs Chief Financial Officer

Jason Combs (Principal Financial Officer)

/s/ Daniel W.

Perschke Vice President, Controller

Perschke Senior Vice President, Controller

Perschke (Principal Accounting Officer)

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Burton Jablin

La Dow Director

/s/ Raymundo H.

Granado Director

/s/ Leigh Radford Director

Leigh Radford

Michael Scagliotti Director

Michael Scagliotti

/s/ Monica O.

Holcomb Director

/s/ Kim Williams Chair of the Board of Directors

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Executive Overview

Scripps Company (“Scripps”) is a diverse media enterprise that serves audiences and businesses through a portfolio of local television stations and national news and entertainment networks.

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

Scripps Company (“Scripps”) is a diverse media enterprise that serves audiences and businesses through a portfolio of more than 60 local television stations in more than 40 markets and national news and entertainment networks.

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.

The Scripps Networks reach nearly every American through national news outlets Scripps News and Court TV and popular entertainment brands ION, Bounce, Defy TV, Grit, ION Mystery and Laff.

Effective in January 2023, we merged our nationally focused news resources into a national outlet called Scripps News.

Scripps News combines the development and distribution of Newsy programming, 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.

The combined operation more efficiently serves 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.

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.

Additionally, we produce a television viewing device called Tablo that allows households to watch and record dozens of free, over-the-air and streaming channels anywhere in their home without a subscription.

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 2022, we incurred $13.2 million of costs related to this advertising campaign.

During 2022, we redeemed $59.0 million of the 2027 Senior Notes at a weighted-average redemption price equal to 97.77% of the aggregate principal amount plus accrued and unpaid interest, $26.6 million of the 2029 Senior Notes at a weighted-average redemption price equal to 93.59% of the aggregate principal amount plus accrued and unpaid interest and

$85.9 million of the 2031 Senior Notes at a weighted-average redemption price equal to 89.51% of the aggregate principal amount plus accrued and unpaid interest.

The redemptions resulted in a gain on extinguishment of debt of $8.6 million, as the notes were redeemed for total consideration below par value of the notes.

The notes were redeemed with cash on hand.

During 2022, we also made additional principal payments on the 2028 term loan totaling $100 million.

Preferred stock dividends paid in 2022 and 2021 totaled $48.0 million and $45.1 million, respectively.

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.

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.

We have continued to expand in the fast-growing connected television marketplace, and we are leveraging 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 streaming subscription services, and as cord-cutting and streaming service price increases continue, over-the-air channels will be an important part of television viewers' choices.

To that end, Scripps continues efforts to broaden antenna use even more, and is 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.

During 2023, we continued our efforts to build awareness, grow the broadcast marketplace and improve consumers over-the-air television experiences by relaunching a new version of our Tablo product.

In December 2022, we launched Scripps Sports 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 local broadcast television stations, ION boasts the fifth-largest national broadcast viewership and its network of owned and operated and affiliate stations reaches nearly 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.

Scripps Sports is comprised of a limited number of employees who 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 reside within those respective businesses.

In January 2023, we announced a strategic restructuring and reorganization of the Company to 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.

We currently anticipate this effort will result in at least $40 million in annual savings, which will include reductions in a variety of areas.

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.

We currently anticipate this effort will result in more than $40 million in annual savings, of which $20 million of the annualized savings was achieved by the end of 2023.

We currently anticipate our restructuring efforts to be substantially completed by the middle of 2024.

With consideration to the timing of restructuring activities initiated throughout 2023, expense reductions captured within our 2023 operating expenses totaled nearly $8.0 million.

On March 27, 2023, we shut down the multicast network TrueReal, merging certain of its programming with that of Defy TV, and began leasing the additional spectrum it created on our owned and operated stations to Jewelry Television.

In connection with the TrueReal restructuring, we relinquished rights to portions of their programming library.

We incurred a $13.6 million restructuring charge in the first quarter of 2023 related to the write-down of these programming assets.

On April 20, 2023, we announced a multi-year agreement to televise regular season Friday night WNBA games on ION.

The WNBA Friday Night Spotlight on ION included games available nationally as well as games made available on a regional basis.

On May 4, 2023, we announced a multi-year agreement with the Vegas Golden Knights to televise the National Hockey League's team's games in Las Vegas and surrounding markets.

The games aired on our local station KMCC, and our Las Vegas ABC affiliate KTNV provided marketing and promotion.

On October 5, 2023, we announced a multi-year agreement with the Arizona Coyotes to televise their locally broadcast games to residents of Arizona and surrounding states within the team's broadcast territory.

Games will air on our television stations within the Phoenix, Tucson and Salt Lake City markets.

On November 9, 2023, we announced a multi-year agreement with the National Women's Soccer League to nationally televise Saturday night games on ION.

These regular season matches will be distributed over 25 exclusive Saturday night double-headers beginning with their 2024 season.

Our Scripps Networks business continued to experience softness within the national advertising marketplace into 2023, as macroeconomic challenges continued to impact advertising budgets.

A longer than anticipated television advertising recession and the impact of declining linear television viewership trends negatively impacted expected future growth rates, profitability and the cash flows derived from the business as well as the expected period of time over which those cash flows will occur.

As a result, we performed an interim goodwill impairment test for our Scripps Network reporting unit in the second quarter of 2023 and recorded a non-cash goodwill impairment charge totaling $686 million.

Our annual goodwill impairment test coincides with our annual planning cycle and takes place in the fourth quarter of each year.

During the planning cycle, we noted trends indicating a slower than previously anticipated recovery in the television advertising marketplace.

The corresponding negative impact to the Scripps Networks business' anticipated operating profits resulted in an additional non-cash goodwill impairment charge of $266 million during 2023.

Preferred stock dividends paid in 2023 and 2022 totaled $48.0 million.

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.

Results of Operations

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Depreciation and amortization of intangible assets (155,105) (160,433) (161,922)

Impairment of goodwill (952,000) — —

Gains (losses), net on disposal of property and equipment (2,344) (5,866) 30,275

Operating income 428,344 400,745 303,488

Operating income (loss) (753,242) 428,344 400,745

Interest expense (213,512) (161,130) (165,164)

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Miscellaneous, net (1,407) (1,953) (15,469)

Income from continuing operations before income taxes 276,463 187,088 209,020

Provision for income taxes (80,561) (71,189) (55,456)

Income from continuing operations, net of tax 195,902 115,899 153,564

Income (loss) from continuing operations before income taxes (967,511) 276,463 187,088

Benefit (provision) for income taxes 19,727 (80,561) (71,189)

Income (loss) from continuing operations, net of tax (947,784) 195,902 115,899

Income from discontinued operations, net of tax — — 6,813

Net income $ 195,902 $ 122,712 $ 269,333

On January 7, 2021, we acquired the national broadcast network, ION Media Networks, Inc., on March 31, 2021, we completed the sale of our Triton business and on December 30, 2020, we completed the sale of our WPIX television station.

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

Net income (loss) $ (947,784) $ 195,902 $ 122,712

2023 compared with 2022

Operating revenues increased $170 million or 7.4% in 2022 compared to 2021.

Revenue benefited from higher political and distribution revenues in our Local Media group.

Operating revenues decreased $160 million or 6.5% in 2023 compared to 2022, driven primarily by the non-election year decline in political revenue of $175 million as well as a decrease in Scripps Networks advertising revenues of $76.3 million.

The declines in revenues were partially offset by an increase in distribution revenues of $119 million.

The increase in distribution revenues was driven by Local Media, as we completed distribution agreement renewals for approximately 75% of our subscriber households.

Cost of revenues, which is comprised of programming costs and costs associated with distributing our content, increased $49.6 million or 4.0% in 2023 compared to 2022.

Programming costs, the primary driver of fluctuations in cost of revenues, increased $95.1 million year-over-year, attributed to higher network affiliation fees at our Local Media stations and Scripps Networks, reflecting contractual rate increases.

Additionally, syndicated programming expense increased at Scripps Networks attributable to the new networks launched in 2021, continued investment in new series programming for the networks and an increase in production of our original programming.

Network affiliation costs for Local Media and Scripps Networks increased a total of $17.8 million.

Additionally, the new sports rights fees associated with the airing of the WNBA, Golden Knights and Arizona Coyotes games increased cost of revenues $16.1 million.

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 $28.1 million or 4.7% in 2022 compared to 2021, primarily attributed to higher business costs across various categories as employees have returned to our station and office locations and resumed more normal operating procedures.

Selling, general and administrative expenses decreased $8.4 million or 1.3% in 2023 compared to 2022, primarily attributed to a $14.5 million decrease in ratings costs following a change in service providers in Local Media as well as a $23.0 million decrease in advertising and promotion costs.

These reductions were partially offset by a $21.9 million increase in employee compensation costs primarily attributed to annual merit increases and higher bonus compensation year-over-year.

Acquisition and related integration costs were $1.6 million in 2022.

The 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 acquisition.

Restructuring costs totaled $38.6 million in 2023.

In connection with the Newsy restructuring plan, we incurred charges in the first quarter of 2021 totaling $7.1 million for the write-downs of both capitalized carriage agreement payments and certain Newsy intangible assets.

The additional restructuring charges in 2021 were primarily attributed to employee severance, relocation costs and Nielsen contract costs.

Depreciation and amortization expense decreased slightly at $160 million in 2022 compared to $162 million in 2021.

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 decreased $4.0 million in 2022 when compared to the prior year due to the additional term loan B payments and bond repurchases made during the second half of 2021 and throughout 2022.

The impact of rising interest rates during 2022 partially offset the reduction in interest expense attributed to lower outstanding debt balances.

In connection with the TrueReal restructuring, we incurred a $13.6 million first quarter charge related to the write-down of certain programming assets.

Restructuring costs in 2023 also include employee severance related charges of $17.1 million, operating lease impairment charges of $1.3 million and other restructuring charges primarily attributed to strategic reorganization consulting fees.

Depreciation and amortization of intangible assets decreased year-over-year, at $155 million in 2023 compared to $160 million in 2022.

During 2023, we recorded $952 million of non-cash charges to reduce the carrying value of goodwill associated with our Scripps Networks reporting unit.

Interest expense increased $52.4 million in 2023 compared to 2022 primarily due to higher year-over-year interest rates on our variable debt borrowings.

During 2022, we redeemed $59.0 million of the 2027 Senior Notes, $26.6 million of the 2029 Senior Notes and $85.9 million of the 2031 Senior Notes.

The redemptions resulted in a gain on extinguishment of debt of $8.6 million, as the notes were redeemed for total consideration below par value of the notes.

In 2021, we redeemed the outstanding principal amount of our 2025 Senior Notes, $15.4 million of our 2027 Senior Notes and $22.0 million of our 2031 Senior Notes.

These 2021 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 no longer marked-to-market each reporting period.

The effective income tax rate was 2.0% and 29% for 2023 and 2022, respectively.

The comparability of our year-over-year effective tax rate was affected by an $855 million non-deductible expense related to the write-down of Scripps Networks goodwill in 2023.

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

federal statutory rate are due to 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 ($1.0 million benefit in 2022 and $1.7 million benefit in 2021), state deferred rate changes ($3.4 million expense in 2022) 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 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.

federal statutory rate are due to 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 ($1.5 million expense in 2023 and $1.0 million benefit in 2022), state deferred rate changes ($2.5 million benefit in 2023 and $3.4 million expense in 2022) and state NOL valuation allowance changes.

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.

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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 accounting, procurement, human resources, employee benefit and information technology to our business segments.

We also allocate a portion of certain corporate costs and expenses, including accounting, human resources, employee benefit and information technology to our business segments.

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

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These unallocated corporate costs would also include the costs associated with being a public company.

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

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

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

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Depreciation and amortization of intangible assets (155,105) (160,433) (161,922)

Impairment of goodwill (952,000) — —

Gains (losses), net on disposal of property and equipment (2,344) (5,866) 30,275

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Miscellaneous, net (1,407) (1,953) (15,469)

Income from continuing operations before income taxes $ 276,463 $ 187,088 $ 209,020

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

Income (loss) from continuing operations before income taxes $ (967,511) $ 276,463 $ 187,088

Local Media — Our Local Media segment includes more than 60 local television stations and their related digital operations.

It is comprised of 18 ABC affiliates, 11 NBC affiliates, nine CBS affiliates and four FOX affiliates.

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

five independent stations and 10 additional low power stations.

We also have seven CW affiliates - four on full power stations and three on multicast;

seven 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, satellite carriers and over-the-top virtual MVPDs.

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Segment profit $ 287,439 (25.6) % $ 386,369 44.1 % $ 268,140

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

The exclusion of operating results from WPIX for the periods subsequent to the disposition impacts the comparability of our Local Media segment operating results.

2023 compared with 2022

Total Local Media revenues increased $175 million or 13% in 2022 compared to 2021 driven by year-over-year increases of $38.2 million in distribution revenues and $176 million in political revenues during this election year.

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

Core advertising revenues decreased $37.8 million or 5.7% in 2022 compared to 2021.

Strong core performance in the first quarter of 2022 was offset by softness during the remainder of 2022, reflecting the impact of macroeconomic conditions and the displacement of spots from political advertisements.

Total Local Media revenues decreased $96.1 million or 6.4% in 2023 compared to 2022.

Core advertising revenues decreased $27.3 million or 4.4% in 2023 compared to 2022, reflecting the impact of macroeconomic conditions.

During this non-election year, political revenue decreased $166 million in 2023 compared to 2022.

These decreases were partially offset by an increase in distribution revenues of $96.8 million or 15% in 2023 compared to 2022.

Rate increases favorably impacted year-over-year distribution revenues by approximately 20% which more than offset the mid-single-digit subscriber declines experienced during the year.

During 2023, we completed renewal negotiations on distribution agreements covering about 75% of our subscriber households.

Costs and expenses

Employee compensation and benefits decreased $8.1 million or 1.9% in 2022 compared to 2021, reflecting lower bonus, stock compensation and employee benefit costs.

Employee compensation and benefits increased $10.1 million or 2.4% in 2023 compared to 2022, primarily due to annual merit increases.

Programming expense increased $11.9 million or 2.5% in 2023 compared to 2022.

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 increased $21.8 million or 12% in 2022 compared to 2021.

The increase reflects an increase in business costs across various categories as employees have returned to our station locations and resumed more normal operating procedures.

Scripps Networks — 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.

Costs attributed to the new Vegas Golden Knights and Arizona Coyotes sports rights agreements increased year-over-year programming expense by 1.3%.

The remainder of the increase is due to an increase in network affiliation fees, driven by higher rates on renewals as well as contractual rate increases during the terms of the affiliation agreements.

Other expenses decreased $19.1 million or 9.5% in 2023 compared to 2022, driven primarily by lower ratings costs following a change in service providers.

Scripps Networks — Our Scripps Networks segment includes national news outlets Scripps News and Court TV and popular entertainment brands ION, Bounce, Defy TV, Grit, ION Mystery and Laff.

The networks reach nearly every U.S.

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Segment profit $ 225,785 (27.2) % $ 310,336 (20.3) % $ 389,278

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

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.

2023 compared with 2022

Scripps Networks revenues, which are primarily comprised of advertising revenues, increased $9.4 million or 1.0% in 2022 compared to 2021.

Scripps Networks revenues, which are primarily comprised of advertising revenues, decreased $68.0 million or 7.1% in 2023 compared to 2022.

Excluding the impact of the low-margin programmatic product we began to sunset in the second quarter of 2023, Scripps Networks revenues decreased 4.8% year-over-year.

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.

During 2022, our Scripps Networks brands experienced softness within the national advertising marketplace as macroeconomic challenges, such as cost inflation and supply chain disruptions, impacted advertiser budgets.

Scripps Networks revenues reflect the benefits of year-over-year increases in advertising spots available for sale, the expanded distribution of our networks on connected TV ("CTV") platforms and higher overall pricing in general market advertising, offset by the impacts of lower ratings in our key monetized demographics and a decline in direct response advertising rates that reflects the softness in the national advertising marketplace.

Revenues in 2022 also reflect the benefit of incremental revenues earned from the July 2021 launch of the Defy TV and TrueReal networks and the acquisition of ION, which closed on January 7, 2021.

During 2023, our Scripps Networks brands experienced softness within the national advertising marketplace as macroeconomic challenges continued to impact advertiser budgets.

Lower ratings in our key monetized demographics unfavorably impacted Scripps Networks revenues by 7.5% year-over-year, which was partially offset by the expanded distribution of our networks on connected TV ("CTV") platforms that increased revenues 3.6% year-over-year.

Cost and Expenses

Employee compensation and benefits increased $16.6 million or 16% in 2022 compared to 2021, reflecting additional hiring to support both the continued investment in our national news networks and the 2021 network launches.

Employee compensation and benefits increased $4.5 million or 3.7% in 2023 compared to 2022, primarily due to annual merit increases.

Programming expense increased $17.8 million or 5.2% in 2023 compared to 2022.

The increase is driven by the launch of two new networks in July 2021, continued investment in new series and additional seasons of programming for the networks, increased production of original programming and higher affiliate fees reflecting both contractual rate increases and increased distribution across the Scripps Networks' businesses.

Other expenses increased $17.4 million or 10% in 2022 compared to 2021.

The increase is partly due to higher rating services costs, reflecting increases from the contractual fees that are tied to our revenues as well as additional network ratings added during the year.

The increase is also driven by the addition of new networks in 2021, higher hosting fees tied to CTV revenue growth and the incurrence of higher costs supporting the growth of our Scripps Networks' businesses as well as the return to more normal business operating procedures.

Costs attributed to new 2023 sports rights agreements increased year-over-year programming expense by 2.9%.

Additionally, higher affiliate fees, reflecting both contractual rate increases and increased distribution of our networks, increased year-over-year programming expense by 2.5%.

Other expenses decreased $5.8 million or 3.1% in 2023 compared to 2022.

Excluding the costs associated with the programmatic product we began to sunset in 2023, other expenses increased 8.7% year-over-year.

Other expenses were increased 2.5% from higher ratings costs, reflecting annual contractual rate increases, and were also increased approximately 2.2% from higher CTV related operating costs.

Shared services and corporate

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Shared services and corporate also includes unallocated corporate costs, such as costs associated with being a public company.

Shared services and corporate expenses were up year-over-year with $82.3 million in 2022 and $75.6 million in 2021, reflecting increases in employee compensation and professional and miscellaneous services.

Shared services and corporate expenses were $92.0 million in 2023 and $82.3 million in 2022.

Liquidity and Capital Resources

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Net cash used in investing activities (60,606) (66,393)

Net cash provided by (used in) financing activities (327,483) 693,475

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

Decrease in cash, cash equivalents and restricted cash $ (82,453) $ (1,525,541)

Net cash used in financing activities (33,706) (327,483)

Increase (decrease) in cash, cash equivalents and restricted cash $ 17,292 $ (82,453)

Cash flows from operating activities

Cash provided by operating activities increased $74.4 million in 2022 compared to 2021.

Year-over-year change in cash provided by operating activities was favorably impacted from a $14.1 million year-over-year increase in segment profit, a cash outlay decrease of $32.1 million for programming investments in excess of programming amortization and a $38.7 million decrease in acquisition and related integration costs.

These favorable operating cash impacts were partially offset by a $24.5 million increase in interest paid.

In January 2022, all three of our senior notes had interest payments due versus only one having a payment due in January 2021.

Cash provided by operating activities decreased $200 million in 2023 compared to 2022 driven by a $201 million year-over-year decrease in segment profit and a $45.0 million increase in interest paid.

These year-over-year decreases to cash provided by operating activities were partially offset by a decrease of $30.6 million in income taxes paid.

Cash flows from investing activities

Cash used in investing activities was $66.4 million in 2022 compared to $2.5 billion in 2021.

Investing activities in 2022 reflect the $13.8 million acquisition of Nuvyyo.

Investing activities in 2021 reflect the $2.7 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.

Capital expenditures totaled $45.8 million in 2022 and $60.7 million in 2021.

Cash used in investing activities was $60.6 million in 2023 compared to $66.4 million in 2022.

Capital expenditures totaled $59.6 million in 2023 compared to $45.8 million in 2022.

Investing activities in 2022 also reflect the $13.8 million acquisition of Nuvyyo.

Cash flows from financing activities

Cash used in financing activities was $327 million in 2022 compared to cash provided by financing activities of $693 million in 2021.

Cash used in financing activities was $33.7 million in 2023 compared to $327 million in 2022.

During 2023, we had net debt proceeds of $330 million, reflecting borrowings on our Revolving Credit Facility.

On July 31, 2023, we borrowed $283 million on the Revolving Credit Facility to pay off the remaining principal balance of our term loan maturing in October 2024.

Preferred stock dividends paid were $48.0 million in 2023 and 2022.

During the full year of 2022, we redeemed $59.0 million of our 2027 Senior Notes, $26.6 million of our 2029 Senior Notes, $85.9 million of our 2031 Senior Notes and made additional principal payments on the 2028 term loan totaling $100 million.

On January 7, 2021, we issued an $800 million term loan B and $600 million of preferred equity shares to Berkshire Hathaway in connection with the closing of the ION acquisition.

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 were $48.0 million and $45.1 million in 2022 and 2021, respectively.

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

Under the Sixth Amendment, we have a $400 million Revolving Credit Facility that matures on 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 $1.6 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.

On July 31, 2023, we entered into the Eighth Amendment to the Third Amended Restated Credit Agreement ("Eighth Amendment").

Under the Eighth Amendment, we have a $585 million Revolving Credit Facility that matures on January 7, 2026.

On July, 31, 2023, we borrowed $283 million on the revolver to pay off the remaining principal balance of our term loan maturing on October of 2024.

In connection with our credit agreement, we have $1.3 billion of outstanding balance on our term loans as of December 31, 2023.

The annual required principal payments on these term loans total $15.6 million and the earliest maturity date for any of the loans is May of 2026.

As of December 31, 2023, we also have $1.3 billion of senior notes outstanding.

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Senior unsecured notes have a total outstanding principal balance of $818 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.

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

Debt Covenants

Our term loans and notes do not have maintenance covenants.

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

Our revolving credit facility permits maximum leverage of 4.5 times the two-year average earnings before interest, taxes, depreciation and amortization (EBITDA) as defined by our credit agreement.

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

The earliest maturity of our term loans and notes is the second quarter of 2026.

The Eighth Amendment to our Revolving Credit Facility permits a maximum leverage through December 31, 2024 of 5.0 times the two-year average earnings before interest, taxes, depreciation and amortization (EBITDA) as defined by our credit agreement.

Based upon our current outlook, we expect to be in compliance with that covenant for the next 12 months.

The maximum leverage covenant steps down to 4.75 times through September 30, 2025, and then steps down to 4.50 times thereafter.

Debt Repurchase Program

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The authorization permits an aggregate principal amount reduction of up to $500 million and expires on March 1, 2026.

Our previous debt repurchase authorization was due to expire 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 paid in 2022 and 2021 totaled $48.0 million and $45.1 million, respectively.

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

Our previous debt repurchase authorization expired on March 1, 2023.

On January 7, 2021, we issued 6,000 shares of Series A preferred stock, having a face value of $100,000 per share.

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

Preferred stock dividends paid in 2023 and 2022 totaled $48.0 million.

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

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.

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

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

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

Interest amounts included in the table may differ from amounts actually paid due to changes in SOFR.

Repayment of outstanding borrowings under the Revolving Credit Facility are assumed to occur on the January 2026 expiration of our credit agreement.

Interest payments as of December 31, 2023 assume the Revolving Credit Facility outstanding balance and related interest rates remain unchanged until the expiration date of our credit agreement.

(b) — Program licenses and sports programming rights fees generally require payments over the terms of the agreements.

Sports programming commitments totaled $186 million in aggregate as of December 31, 2023.

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

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Fixed fee amounts payable under our network affiliation and carriage agreements are also included.

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

Variable amounts, including certain sports programming rights payments that are variable based primarily on revenues, in excess of the contractual amounts payable to the networks and broadcasters are not included in the amounts above.

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We believe the following to be the most critical accounting policies, estimates and assumptions affecting our reported amounts and related disclosures.

Acquisitions — The accounting for a business combination requires tangible and intangible assets acquired and liabilities assumed to be recorded at estimated fair value.

With the assistance of third party appraisals, we generally determine fair values using comparisons to market transactions and a discounted cash flow analysis.

The use of a discounted cash flow analysis requires significant judgment to estimate the future cash flows derived from the asset and the expected period of time over which those cash flows will occur and to determine an appropriate discount rate.

Changes in such estimates could affect the amounts allocated to individual identifiable assets.

While we believe our assumptions are reasonable, if different assumptions were made, the amount allocated to intangible assets could differ substantially from the reported amounts.

Goodwill and Other Indefinite-Lived Intangible Assets — Goodwill for each reporting unit must be tested for impairment on an annual basis or when events occur or circumstances change that would indicate the fair value of a reporting unit is below its carrying value.

If the fair value of the reporting unit is less than its carrying value, we would be required to record an impairment charge.

The following is goodwill by reporting unit as of December 31, 2022:

The following is goodwill by business segment as of December 31, 2023:

(in thousands)

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Total goodwill $ 1,968,574

For our annual goodwill impairment testing, we utilized the quantitative approach for performing our test.

Under that approach, we determine the fair value of our reporting unit generally using market data, appraised values and discounted cash flow analyses.

For our annual impairment testing, we utilized the quantitative approach for performing our test.

Under that approach, we determine the fair value of each reporting unit using the discounted cash flow method of the income approach, the general public company (“GPC”) method of the market approach and the guideline transactions method of the market approach.

The use of a discounted cash flow analysis requires significant judgment to estimate the future cash flows derived from the business and the period of time over which those cash flows will occur, as well as to determine an appropriate discount rate.

The determination of the discount rate is based on a cost of capital model, using a risk-free rate, adjusted by a stock-beta adjusted risk premium and a size premium.

These reporting unit valuations are dependent on a number of significant estimates and assumptions, including macroeconomic conditions, market growth rates, competitive activities, cost containment, margin expansion and strategic business plans (inputs of which are categorized as Level 3 under the fair value hierarchy).

While we believe the estimates and judgments used in determining the fair values were appropriate, different assumptions with respect to future cash flows, long-term growth rates and discount rates, could produce a different estimate of fair value.

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 30% and the fair value of our Scripps Networks reporting unit exceeded its carrying value by 2.5%.

A 50 basis point increase in the discount rate or a decrease of $25 million in the annual cash flows used in the discounted cash flow analysis could result in the fair value of the Scripps Networks reporting unit being less than carrying value.

The GPC method relies upon valuation multiples derived from stock prices and operating values of publicly traded companies that are comparable to our reporting units.

These multiples are then used to develop an estimate of value for the respective reporting unit.

The valuation multiples applied are based on the operating values of the guideline companies divided by EBITDA.

The EBITDA financial measure reflects the mature business stage of our reporting units.

The estimated operating value determined by applying EBITDA to the selected multiple is then increased by a control premium factor derived from historical control premium indicators from industry transactions.

The guideline transactions method is based on valuation multiples derived from actual transactions for public and private companies comparable to our reporting units.

Similar to the GPC method, these multiples are then used to develop an estimate of value for the respective reporting unit.

When evaluating the respective transactions to include in this valuation method, we consider the acquirer and target companies involved, the date of the transactions, and the business description, size and financial condition of the companies, among other factors.

Upon completing our annual test in the fourth quarter of 2023, we determined that the fair value of our Local Media reporting unit exceeded its carrying value by more than 20% and that the fair value of our Scripps Networks reporting unit did not exceed its carrying value.

Accordingly, we recognized a goodwill impairment charge of $266 million for the Scripps Networks reporting unit in the fourth quarter of 2023.

A goodwill impairment charge of $686 million was recognized following an interim test of the Scripps Networks business during the second quarter of 2023, resulting in a total goodwill impairment charge of $952 million for the year ended December 31, 2023.

Given that the fair value of the Scripps Networks reporting unit currently approximates carrying value, this reporting unit is more sensitive to changes in assumptions regarding its fair value.

While we believe the estimates and judgments used in determining the fair values were appropriate, these estimates of fair value assume certain levels of growth for the business, which, if not achieved, could impact the fair value and possibly result in an impairment of the goodwill in future periods.

For example, a 50 basis point increase in the discount rate would reduce the fair value of the Scripps Networks reporting unit by approximately $90 million.

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

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If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized.

Fair value is estimated for our FCC licenses using a method referred to as the “Greenfield Approach”.

This approach uses a discounted cash flow model that incorporates multiple assumptions relating to the future prospects of each individual FCC license, including market revenues, long-term growth projections, and estimated cash flows based on market size and station type.

The fair value of the FCC license is sensitive to each of the assumptions used in the Greenfield Approach and a change in any individual assumption could result in the fair value being less than the carrying

value of the asset and an impairment charge being recorded.

For example, a 50 basis point increase in the discount rate would reduce the aggregate fair value of the FCC licenses by approximately $125 million.

Fair value is estimated for our FCC licenses using a method referred to as the “Greenfield Approach.” This approach uses a discounted cash flow model that incorporates multiple assumptions relating to the future prospects of each individual FCC license, including market revenues, long-term growth projections, and estimated cash flows based on market size and station type.

The fair value of the FCC license is sensitive to each of the assumptions used in

the Greenfield Approach and a change in any individual assumption could result in the fair value being less than the carrying value of the asset and an impairment charge being recorded.

For example, a 50 basis point increase in the discount rate would reduce the aggregate fair value of the FCC licenses by approximately $165 million and any resulting impairment charge would be less than $1.0 million.

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

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

In 2022, we had an actuarial loss of $9.1 million.

In 2023, we had an actuarial gain of $2.6 million.

Recent Accounting Guidance

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In accordance with our policy, we do not use derivative instruments unless there is an underlying exposure, and we do not hold or enter into financial instruments for speculative trading purposes.

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.

We are subject to interest rate risk associated with our credit agreement, as borrowings bear interest at the secured overnight financing rate ("SOFR") plus respective fixed margin spreads or spreads determined relative to our Company’s leverage ratio.

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 $15.8 million.

A 100 basis point increase in SOFR would increase annual interest expense on our variable rate borrowings by approximately $16.1 million.

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

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(a) Includes securities that do not trade in public markets, thus the securities do not have readily determinable fair values.

We estimate the fair value of these securities approximates their carrying value.

On February 9, 2024, following the completed sale of Broadcast Music, Inc.

("BMI") to New Mountain Capital, we received $18.1 million in pre-tax cash proceeds for our equity ownership in BMI.

We did not have any carrying value associated with our BMI investment.

Other than our equity interest in BMI, we estimate the fair values of our other investments to approximate their carrying values at December 31, 2023 and 2022.

Controls and Procedures

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/s/ Jason Combs

Executive Vice President and Chief Financial Officer

Chief Financial Officer

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Critical Audit Matter Description

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

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

The Company tests goodwill for impairment on an annual basis or when events occur or circumstances change that would indicate the fair value of a reporting unit is below its carrying value.

The Company determines the fair value of each reporting unit using both an income approach and market approach.

The income approach requires management to make significant estimates and assumptions including future cash flows derived from the business and the discount rate.

The market approach requires use of market price data of guideline public companies to estimate the fair value of the reporting unit.

Changes in these assumptions could result in significantly different estimates of the fair values.

Management identified an indicator that the fair value of the Scripps Networks reporting unit (“Scripps Networks”) may be below its carrying value at June 30, 2023 and performed an interim impairment analysis for the reporting unit.

Management also performed its annual impairment analysis during the fourth quarter of 2023.

As a result of the two analyses, management concluded that the fair value of Scripps Networks did not exceed its carrying value and recognized $952 million in goodwill

impairment charges during the year ended December 31, 2023.

As of December 31, 2023, Scripps Networks’ goodwill balance was approximately $1 billion.

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

We identified the valuation of Scripps Networks as a critical audit matter because of the significant estimates and assumptions management utilized in determining the fair value of this reporting unit.

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 rate and long-term growth rate, 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 rate and long-term growth rate for purposes of estimating the fair value of Scripps Networks included the following, among others:

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

Our audit procedures related to the forecasts of future cash flows as well as the selection of the discount rate and long-term growth rate used to estimate the fair value of Scripps Networks included the following, among others:

• We inquired of management to understand the process being used by the Company to estimate the fair value of Scripps Networks.

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

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◦ 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 rate and long-term growth rate selected by:

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

• With the assistance of our fair value specialists, we evaluated the discount rate and long-term growth rate selected by:

◦ Testing the underlying source information and the mathematical accuracy of the calculations.

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

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Cash and cash equivalents $ 35,319 $ 18,027

Restricted cash — 34,257

Accounts receivable (less allowances — $ 5,041 and $ 4,963 )

610,541 600,098

FCC repack receivable — 773

Miscellaneous 30,233 25,816

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Additional paid-in capital 1,438,518 1,444,501

Retained earnings 350,715 205,118

Retained earnings (deficit) ( 622,222 ) 350,715

Accumulated other comprehensive loss, net of income taxes ( 75,510 ) ( 77,471 )

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Amortization of intangible assets 94,380 98,490 103,565

Impairment of goodwill 952,000 — —

Losses (gains), net on disposal of property and equipment 2,344 5,866 ( 30,275 )

Total operating expenses 3,046,154 2,024,871 1,882,787

Operating income 428,344 400,745 303,488

Operating income (loss) ( 753,242 ) 428,344 400,745

Interest expense ( 213,512 ) ( 161,130 ) ( 165,164 )

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Miscellaneous, net ( 1,407 ) ( 1,953 ) ( 15,469 )

Income from continuing operations before income taxes 276,463 187,088 209,020

Provision for income taxes 80,561 71,189 55,456

Income from continuing operations, net of tax 195,902 115,899 153,564

Income (loss) from continuing operations before income taxes ( 967,511 ) 276,463 187,088

Provision (benefit) for income taxes ( 19,727 ) 80,561 71,189

Income (loss) from continuing operations, net of tax ( 947,784 ) 195,902 115,899

Income from discontinued operations, net of tax — — 6,813

Net income 195,902 122,712 269,333

Net income (loss) ( 947,784 ) 195,902 122,712

Preferred stock dividends ( 50,305 ) ( 50,305 ) ( 49,372 )

Net income attributable to the shareholders of The E.W.

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

Scripps Company $ ( 998,089 ) $ 145,597 $ 73,340

Net income per basic share of common stock attributable to the shareholders of The E.W.

Net income (loss) per basic share of common stock attributable to the shareholders of The E.W.

Scripps Company:

Income from continuing operations $ 1.71 $ 0.79 $ 1.84

Income (loss) from continuing operations $ ( 11.84 ) $ 1.71 $ 0.79

Income from discontinued operations — — 0.08

Net income per basic share of common stock attributable to the shareholders of The E.W.

Net income (loss) per basic share of common stock attributable to the shareholders of The E.W.

Scripps Company $ ( 11.84 ) $ 1.71 $ 0.87

Net income per diluted share of common stock attributable to the shareholders of The E.W.

Net income (loss) per diluted share of common stock attributable to the shareholders of The E.W.

Scripps Company:

Income from continuing operations $ 1.62 $ 0.74 $ 1.83

Income (loss) from continuing operations $ ( 11.84 ) $ 1.62 $ 0.74

Income from discontinued operations — — 0.08

Net income per diluted share of common stock attributable to the shareholders of The E.W.

Net income (loss) per diluted share of common stock attributable to the shareholders of The E.W.

Scripps Company $ ( 11.84 ) $ 1.62 $ 0.81

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See Notes to Consolidated Financial Statements.

The sum of net income per share from continuing and discontinued operations may not equal the reported total net income per share as each is calculated independently.

The sum of net income (loss) per share from continuing and discontinued operations may not equal the reported total net income (loss) per share as each is calculated independently.

Scripps Company

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(in thousands) 2023 2022 2021

Net income $ 195,902 $ 122,712 $ 269,333

Net income (loss) $ ( 947,784 ) $ 195,902 $ 122,712

Changes in defined benefit pension plans, net of tax of $ 658 , $( 1,158 ), and $ 8,086

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( 119 ) 52 134

Total comprehensive income attributable to preferred and common stockholders $ 192,340 $ 148,922 $ 268,203

Total comprehensive income (loss) attributable to preferred and common stockholders $ ( 945,823 ) $ 192,340 $ 148,922

See Notes to Consolidated Financial Statements.

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Cash Flows from Operating Activities:

Net income $ 195,902 $ 122,712 $ 269,333

Net income (loss) $ ( 947,784 ) $ 195,902 $ 122,712

Income from discontinued operations, net of tax — — 6,813

Income from continuing operations, net of tax 195,902 115,899 153,564

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

Income (loss) from continuing operations, net of tax ( 947,784 ) 195,902 115,899

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

Depreciation and amortization 155,105 160,433 161,922

Impairment of goodwill 952,000 — —

Losses (gains), net on disposal of property and equipment 2,344 5,866 ( 30,275 )

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Net cash provided by operating activities from continuing operations 111,604 311,423 230,937

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

Net cash provided by operating activities from discontinued operations — — 6,063

Net operating activities 111,604 311,423 237,000

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

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

Additions to property and equipment ( 59,627 ) ( 45,792 ) ( 60,744 )

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Miscellaneous, net 21 ( 2,101 ) 39,911

Net cash provided by (used in) investing activities from continuing operations ( 66,393 ) ( 2,465,996 ) 55,178

Net cash used in investing activities from continuing operations ( 60,606 ) ( 66,393 ) ( 2,465,996 )

Net cash provided by investing activities from discontinued operations — — 10,000

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Cash Flows from Financing Activities:

Net borrowings under revolving credit facility 330,000 — —

Proceeds from issuance of long-term debt — — 800,000

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Payments on financing costs — — ( 50,597 )

Dividends paid on common and preferred stock ( 48,000 ) ( 45,067 ) ( 16,574 )

Dividends paid on preferred stock ( 48,000 ) ( 48,000 ) ( 45,067 )

Tax payments related to shares withheld for vested stock and RSUs ( 4,955 ) ( 8,872 ) ( 7,174 )

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Interest paid $ 195,832 $ 150,796 $ 126,257

Income taxes paid (refunded) $ 61,744 $ 102,473 $ ( 13,222 )

Income taxes paid $ 31,121 $ 61,744 $ 102,473

Non-cash investing and financing information

Capital expenditures included in accounts payable $ 2,254 $ 4,145 $ 2,511

Accrued debt issuance costs $ — $ — $ 45,243

Accrued capital expenditures $ 5,130 $ 2,254 $ 4,145

See Notes to Consolidated Financial Statements.

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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 of issuance costs accretion

2,305 — — ( 49,372 ) — ( 47,067 )

Stock warrant — — 279,958 — — 279,958

Compensation plans:

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Comprehensive income (loss) — — — 195,902 ( 3,562 ) 192,340

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

Preferred stock dividends, $ 7,511 per share

Preferred stock dividends:

$ 8,000 per share, $ 2,305 of issuance costs accretion

2,305 — — ( 50,305 ) — ( 48,000 )

Stock warrant — — 279,958 — — 279,958

Compensation plans:

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Comprehensive income (loss) — — — ( 947,784 ) 1,961 ( 945,823 )

Preferred stock dividends, $ 8,000 per share

Preferred stock dividends:

$ 8,000 per share, $ 2,305 of issuance costs accretion

2,305 — ( 25,152 ) ( 25,153 ) — ( 48,000 )

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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.

Our presentation for operating revenues in 2022 includes a new caption titled “Distribution” revenues.

This caption includes amounts that were previously reported within our “Retransmission and carriage” revenue caption and also includes subscription revenues that were previously captured within our “Other” revenue caption.

Amounts previously reported in 2021 and 2020 within these prior revenue captions have been reclassified to conform to the 2022 presentation.

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

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In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience, actuarial studies and other assumptions.

Our financial statements include estimates and assumptions used in accounting for our defined benefit pension plans;

Our financial statements include estimates and assumptions used in accounting for our defined benefit pension plan;

the periods over which long-lived assets are depreciated or amortized;

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We are the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and have the obligation to absorb losses or the right to receive returns that would be significant to the VIE.

Noncontrolling interest represents an owner’s share of the equity in certain of our consolidated entities.

All intercompany transactions and account balances have been eliminated in consolidation.

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Nature of Products and Services — The following is a description of principal activities from which we generate revenue.

Core Advertising — Core advertising is comprised of sales to local and national customers.

The advertising includes a combination of broadcast air time, as well as digital advertising.

Core Advertising — Core advertising is comprised of sales to local and national businesses.

The advertising includes a combination of broadcast spots as well as digital and connected TV advertising.

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 and national sales staff and national sales representative firms.

Local advertising time is sold by each station's local sales staff who call upon advertising agencies and local businesses.

National advertising time is generally sold by calling upon advertising agencies.

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.

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sales office.

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

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

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.

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.

Advertising is sold to presidential, gubernatorial, U.S.

Senate and House of Representative candidates, as well as for state and local issues.

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

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 in our markets and the contracted rate per subscriber.

Refer to Note 15.

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We generally require advance payment for advertising contracts with political advertising customers.

Unearned revenue totaled $ 18.2 million at December 31, 2022 and is expected to be recognized within revenue over the next 12 months.

Unearned revenue totaled $ 12.2 million at December 31, 2023 and substantially all is expected to be recognized within revenue over the next 12 months.

Unearned revenue totaled $ 18.2 million at December 31, 2022.

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Office and other equipment 3 to 10 years

Programming — Programming includes the cost of national television network programming, programming produced by us or for us by independent production companies and programs licensed under agreements with independent producers.

Programming — Programming includes the cost of national television network programming, programming produced by us or for us by independent production companies, rights acquired under multi-year sports programming agreements and programs licensed under agreements with independent producers.

Our network affiliation agreements require the payment of affiliation fees to the network.

Network affiliation fees consist of pre-determined fixed fees in all cases and variable payments based on a share of retransmission revenues above the fixed fees for some of our agreements.

The costs of programming produced by us or for us by independent production companies is charged to expense over estimated useful lives based upon expected future cash flows.

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.

The costs of programming acquired under multi-year sports rights agreements are capitalized if the rights payments are made before the related economic benefit has been received.

We amortize sports programming assets based upon expected cash flows over the term of the rights agreement.

Program licenses principally consist of television series and films.

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We amortize program licenses based upon expected cash flows over the term of the license agreement.

The costs of programming produced by us or for us by independent production companies is charged to expense over estimated useful lives based upon expected future cash flows.

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.

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

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FCC Repack — In April 2017, the Federal Communications Commission (“FCC”) began a process of reallocating the broadcast spectrum (“repack”).

Specifically, the FCC is requiring certain television stations to change channels and/or modify their transmission facilities.

Congress passed legislation which provides the FCC with a fund to reimburse all reasonable costs incurred by stations operating under a full power license and a portion of the costs incurred by stations operating under a low power license that are reassigned to new channels.

We recorded a FCC repack receivable for the amount of reimbursable costs due from the FCC, which totaled $ 0.8 million at December 31, 2021.

Specifically, the FCC was requiring certain television stations to change channels and/or modify their transmission facilities.

Congress passed legislation which provided the FCC with a fund to reimburse all reasonable costs incurred by stations operating under a full power license and a portion of the costs incurred by stations operating under a low power license that are reassigned to new channels.

The total amount of consideration currently due or that has been collected from the FCC is recorded as a deferred liability and will be recognized against depreciation expense in the same manner that the underlying FCC repack fixed assets are depreciated.

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Finance leases are included in property and equipment, other current liabilities and other long-term liabilities in our Consolidated Balance Sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

Lease assets and liabilities are recognized at the commencement date based on the

present value of lease payments over the lease term.

As the implicit rate is not readily determinable for most of our leases, we use our incremental borrowing rate when determining the present value of lease payments.

The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to

the lease payments on a collateralized basis over the term of the lease.

The operating lease ROU asset also includes any payments made at or before commencement and is reduced by any lease incentives.

The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease.

Our lease assets also include any payments made at or before commencement and are reduced by any lease incentives.

Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Operating lease expense is recognized on a straight-line basis over the lease term.

Goodwill and Other Indefinite-Lived Intangible Assets — Goodwill represents the cost of acquisitions in excess of the acquired businesses’ tangible assets and identifiable intangible assets.

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We amortize customer lists and other intangible assets in relation to their expected future cash flows over estimated useful lives of up to 20 years.

Impairment of Long-Lived Assets — We review long-lived assets (primarily property and equipment and amortizable intangible assets) for impairment whenever events or circumstances indicate the carrying amounts of the assets may not be recoverable.

Impairment of Long-Lived Assets — We review long-lived assets (primarily property and equipment, ROU assets and amortizable intangible assets) for impairment whenever events or circumstances indicate the carrying amounts of the assets may not be recoverable.

Recoverability is determined by comparing the aggregate forecasted undiscounted cash flows derived from the operation of the assets to the carrying amount of the assets.

If the aggregate undiscounted cash flow is less than the carrying amount of the assets, then amortizable intangible assets are written down first, followed by other long-lived assets, to fair value.

If the aggregate undiscounted cash flow is less than the carrying amount of the assets, the assets are written down to fair value.

We determine fair value based on discounted cash flows or appraisals.

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Grants to retirement-eligible employees are expensed immediately and grants to employees who will become retirement eligible prior to the end of the stated vesting period are expensed over such shorter period because stock compensation grants vest upon the retirement eligibility of the employee.

Earnings Per Share (“EPS”) — Unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our RSUs, are considered participating securities for purposes of calculating EPS.

Earnings Per Share (“EPS”) — Unvested awards of share-based payments with non-forfeitable rights to receive dividends or dividend equivalents, such as our RSUs, are considered participating securities for purposes of calculating EPS.

Under the two-class method, we allocate a portion of net income to these participating securities and therefore exclude that income from the calculation of EPS for common stock.

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Numerator (for basic and diluted earnings per share)

Income from continuing operations, net of tax $ 195,902 $ 115,899 $ 153,564

Income (loss) from continuing operations, net of tax $ ( 947,784 ) $ 195,902 $ 115,899

Less income allocated to RSUs — ( 3,662 ) ( 1,855 )

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Diluted weighted-average shares outstanding 84,266 87,346 87,979

For the years ended December 31, 2022 and 2020, there were 0.1 million and 0.4 million of outstanding RSUs that were anti-dilutive.

The dilutive effects of performance-based stock awards are included in the computation of diluted earnings per share to the extent the related performance criteria are met through the respective balance sheet reporting date.

As of December 31, 2023, potential dilutive securities representing 420,000 shares were excluded from the computation of diluted earnings per share as the related performance criteria were not yet met, although the Company expects to meet various levels of criteria in the future.

For the year ended December 31, 2023, we incurred a net loss and the inclusion of RSUs would be anti-dilutive.

The December 31, 2023 diluted EPS calculation excludes the effect of 3.3 million of outstanding RSUs that were anti-dilutive.

For the year ended December 31, 2022, there was 0.1 million of outstanding RSUs that were anti-dilutive.

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

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.

Following the amendment date, the EPS calculations include the dilutive impact of the common stock warrant .

Following the amendment date, the EPS calculations included the dilutive impact of the common stock warrant.

The December 31, 2023 basic and dilutive EPS calculations exclude the impact of the common stock warrant as the effect would be anti-dilutive.

Recently Adopted and Issued Accounting Standards

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 was effective for our 2022 annual reporting period and did not 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 was 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 December 2023, the Financial Accounting Standards Board ("FASB") issued new guidance that modifies the rules on income tax disclosures.

The guidance requires entities to disclose:

(1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign).

The guidance also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.

The guidance is effective for our annual periods beginning in 2025, with early adoption permitted.

The guidance will be applied on a prospective basis, but retrospective application is permitted.

We are currently evaluating the potential impact of adopting this new guidance on our Consolidated Financial Statements and related disclosures.

In November 2023, the FASB issued new guidance which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

The guidance is effective for our annual period beginning in fiscal year 2024 and interim periods beginning in the first quarter of 2025.

Early adoption is permitted.

The guidance will be applied retrospectively to all prior periods presented in the financial statements.

Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.

We are currently evaluating the impact that the updated guidance will have on our Consolidated Financial Statements and related disclosures.

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.

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The goodwill is not deductible for income tax purposes.

KCDO Television Station

On November 20, 2020, we closed on the acquisition of the KCDO television station in the Denver, Colorado market.

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

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.

Pro forma results of operations

Pro forma results of operations, assuming the ION acquisition had taken place at the beginning of 2021, are presented in the following table.

The pro forma results do not include Nuvyyo or KCDO, as the impact of these acquisitions, individually or in the aggregate, is not material to prior year results of operations.

The pro forma results do not include Nuvyyo, as the impact of this acquisition 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.

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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,

(in thousands, except per share data) (unaudited) 2021 2020

For the year ended

(in thousands, except per share data) (unaudited) December 31, 2021

Operating revenues $ 2,290,254

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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 were already captured in the 2020 pro forma results.

Asset Write-Downs and Other Charges and Credits

Income from continuing operations before income taxes was affected by the following:

2022 — Acquisition and related integration costs were $ 1.6 million during 2022.

During 2022, we redeemed $ 59.0 million of the 2027 Senior Notes, $ 26.6 million of the 2029 Senior Notes and $ 85.9 million of the 2031 Senior Notes.

The redemptions resulted in a gain on extinguishment of debt of $ 8.6 million, as the notes were redeemed for total consideration below par value of the notes.

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.

("ION") acquisition, which closed on January 7, 2021.

Restructuring Costs and Other Charges and Credits

Restructurings and Reorganizations

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

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

Restructuring costs totaled $ 38.6 million in 2023.

In connection with the shutdown of the TrueReal network, we incurred a $ 13.6 million first quarter charge related to the write-down of certain programming assets.

Restructuring costs in 2023 also include employee severance related charges of $ 17.1 million, operating lease impairment charges of $ 1.3 million and other restructuring charges primarily attributed to strategic reorganization consulting fees.

(in thousands) Severance and Employee Benefits Other Restructuring Charges Total

Liability as of December 31, 2022 $ — $ — $ —

Net accruals 17,066 21,546 38,612

Payments ( 9,192 ) ( 5,183 ) ( 14,375 )

( 1,139 ) ( 14,933 ) ( 16,072 )

Liability as of December 31, 2023 $ 6,735 $ 1,430 $ 8,165

(a) Represents share-based compensation costs and asset write-downs included in restructuring charges.

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.

In the first quarter of 2021, 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.

Other Charges and Credits

Acquisition and related integration costs were $ 1.6 million in 2022 and $ 40.4 million in 2021.

The costs incurred in 2021 primarily reflect investment banking, legal and professional service costs incurred to complete and integrate the ION Media Networks, Inc.

("ION") acquisition, which closed on January 7, 2021.

During 2022, we redeemed $ 59.0 million of the 2027 Senior Notes, $ 26.6 million of the 2029 Senior Notes and $ 85.9 million of the 2031 Senior Notes.

The redemptions resulted in a gain on extinguishment of debt of $ 8.6 million, as the notes were redeemed for total consideration below par value of the notes.

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.

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.

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.

During the first quarter of 2021, we completed the sale of our Triton business.

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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.

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 leading up to the ION acquisition, which closed on January 7, 2021.

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.

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Foreign — — ( 48 )

Total current income tax provision (benefit) 67,647 61,193 ( 10,650 )

Total current income tax provision 42,215 67,647 61,193

Federal ( 53,476 ) 2,882 6,616

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Total deferred income tax provision ( 61,942 ) 12,914 9,996

Provision for income taxes $ 80,561 $ 71,189 $ 55,456

Provision (benefit) for income taxes $ ( 19,727 ) $ 80,561 $ 71,189

The difference between the statutory rate for federal income tax and the effective income tax rate was as follows:

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State and local income taxes, net of federal tax benefit 0.1 7.0 5.6

Non-deductible goodwill impairment ( 18.6 ) — —

Non-deductible mark-to-market losses — — 11.5

Excess tax benefits from stock-based compensation ( 0.2 ) ( 0.3 ) ( 0.9 )

Nondeductible expenses 0.2 0.2 0.4

Non-deductible expenses ( 0.1 ) 0.2 0.2

Reserve for uncertain tax positions — 0.7 ( 0.8 )

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Effective income tax rate 2.0 % 29.1 % 38.1 %

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.

In 2023, a non-deductible expense of $ 855 million was recorded related to book impairment of goodwill.

In 2021, a non-deductible expense of $ 103 million was recorded 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:

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subsidiaries because we plan to indefinitely reinvest the unremitted earnings in these entities.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") was enacted and signed into law.

The CARES Act includes several provisions for corporations including increasing the amount of deductible interest, allowing companies to carryback certain net operating losses (“NOLs”) and increasing the amount of NOLs that corporations can use to offset income.

The CARES Act did not materially affect our year-to-date income tax provision.

We received an additional tax refund of $ 14.0 million from the carryback of NOLs to prior periods in October 2020.

On December 27, 2020, the Consolidated Appropriations Act, 2021 was signed and enacted into law, which provided an additional stimulus package providing financial relief for individuals and small businesses.

The Appropriations Act contains a variety of tax provisions, including full expensing of business meals in 2021 and 2022, an expansion of the Paycheck Protection Program, and expansion of the employee retention tax credit.

The Appropriations Act contains a variety of tax provisions, including full expensing of business meals, an expansion of the Paycheck Protection Program and expansion of the employee retention tax credit.

We continue to evaluate the Appropriations Act, but do not currently expect it to have a material impact on our income tax provision.

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The IRA introduced a 15% corporate alternative minimum tax, or CAMT, on adjusted financial statement income for corporations with profits in excess of $1 billion, effective for tax years after December 31, 2022.

While further guidance on the implementation of the CAMT is expected, we do not expect it will have a material impact to our 2023 effective tax rate.

We also do not expect that CHIPS will have a material impact.

Neither the CHIPS Act or CAMT provisions had a material impact on our 2023 effective tax rate.

The IRA also includes a stock buyback excise tax of 1% on share repurchases, which will apply to net stock buybacks after December 31, 2022.

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Increases in tax positions for current years 257 796 3,164

Increases (decreases) from lapse in statute of limitations ( 173 ) ( 4,234 ) 114

Decreases from lapse in statute of limitations ( 670 ) ( 173 ) ( 4,234 )

Decreases due to settlements with taxing authorities — ( 1,646 ) ( 13,082 )

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Due to the potential for resolution of federal and state examinations, and the expiration of various statutes of limitation, it is reasonably possible that our gross unrecognized tax benefits balance may change within the next twelve months by as much as $ 0.4 million.

Restricted Cash

At December 31, 2021, we had restricted cash of $ 34.3 million.

The balance reflected restricted cash held in escrow from the KMGH Denver television station building sale, which was received in January 2022.

Investments consisted of the following:

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Our investments do not trade in public markets, thus they do not have readily determinable fair values.

We estimate the fair values of the investments to approximate their carrying values at December 31, 2022 and 2021.

On February 9, 2024, following the completed sale of Broadcast Music, Inc.

("BMI") to New Mountain Capital, we received $ 18.1 million in pre-tax cash proceeds for our equity ownership in BMI.

We did not have any carrying value associated with our BMI investment.

Other than our equity interest in BMI, we estimate the fair values of our other investments to approximate their carrying values at December 31, 2023 and 2022.

Property and Equipment

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We also have finance leases for office space.

Our leases have remaining lease terms of 1 year to 36 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year.

Operating lease costs recognized in our Consolidated Statements of Operations for the years ended December 31, 2022 and 2021 totaled $ 25.9 million and $ 24.3 million, including short-term lease costs of $ 1.7 million and $ 1.8 million, respectively.

Amortization of the right-of-use asset for our finance lease totaled $ 0.1 million in 2022 and interest expense on the finance lease liability totaled $ 0.2 million in 2022.

Our leases have lease terms of 1 year to 35 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year.

Operating lease costs recognized in our Consolidated Statements of Operations totaled $ 24.5 million, $ 25.9 million and $ 24.3 million in 2023, 2022 and 2021, respectively, including short-term lease costs of $ 3.5 million, $ 1.7 million and $ 1.8 million, respectively.

Amortization of the right-of-use asset for our finance leases totaled $ 0.8 million and $ 0.1 million for the years ended December 31, 2023 and 2022, respectively.

Interest expense on the finance leases liability totaled $ 2.1 million and $ 0.2 million for the years ended December 31, 2023 and 2022, respectively.

Other information related to our leases was as follows:

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Operating leases 7.41 years 8.22 years

Finance leases 35.50 years —

Finance leases 34.50 years 35.50 years

Weighted Average Discount Rate

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Finance leases 7.10 % 7.10 %

For the years ended

For the years ended December 31,

(in thousands) 2023 2022 2021

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Financing cash flows from finance leases — — —

Right-of-use assets obtained in exchange for new operating lease obligations 6,217 17,835

Right-of-use assets obtained in exchange for new finance lease obligations 28,321 —

Right-of-use assets obtained in exchange for operating lease obligations 6,789 6,217 17,835

Right-of-use assets obtained in exchange for finance lease obligations — 28,321 —

Future minimum lease payments under non-cancellable leases as of December 31, 2023 were as follows:

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Net balance as of December 31, 2020 905,494 211,742 85,976 1,203,212

Television stations acquisitions adjustments 2,500 — — 2,500

KCDO acquisition 1,679 — — 1,679

Sale of WPIX ( 24,997 ) — — ( 24,997 )

Sale of Weathersphere ( 633 ) — — ( 633 )

Omny acquisition adjustment — — ( 16 ) ( 16 )

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

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Net balance as of December 31, 2021 905,494 2,007,890 — 2,913,384

ION acquisition — 1,796,148 — 1,796,148

Sale of Triton — — ( 85,976 ) ( 85,976 )

Nuvyyo acquisition — — 7,190 7,190

Balance as of December 31, 2022 $ 905,494 $ 2,007,890 $ 7,190 $ 2,920,574

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Net balance as of December 31, 2022 905,494 2,007,890 7,190 2,920,574

Nuvyyo acquisition — — 7,190 7,190

Impairment charge — ( 952,000 ) — ( 952,000 )

Balance as of December 31, 2023 $ 905,494 $ 1,055,890 $ 7,190 $ 1,968,574

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Estimated amortization expense of intangible assets for each of the next five years is $ 92.8 million in 2024, $ 89.7 million in 2025, $ 86.1 million in 2026, $ 83.2 million in 2027, $ 62.0 million in 2028 and $ 534.0 million in later years.

Goodwill and indefinite-lived intangible assets are tested for impairment annually and any time events occur or conditions change that would indicate it is more likely than not the fair value of a reporting unit, or respective indefinite-lived intangible assets, is below its carrying value.

Such indicators of impairment include, but are not limited to, changes in business climate or other factors resulting in low cash flow related to such assets.

We determine fair values using market data, appraised values and discounted cash flow analyses.

Goodwill and other indefinite-lived intangible assets are tested for impairment annually and any time events occur or changes in circumstances indicate it is more likely than not the fair value of a reporting unit, or respective indefinite-lived intangible asset, is below its carrying value.

Such events or changes in circumstances include, but are not limited to, changes in business climate, significant declines in the price of our stock, or other factors resulting in lower cash flow related to such assets.

If the carrying amount exceeds its fair value, then an impairment loss is recognized.

The quantitative analysis to measure the extent of any goodwill impairment compares the estimated fair values of our reporting units to their respective carrying values.

We determine the fair value of each reporting unit using the discounted cash flow method of the income approach, the general public company method of the market approach and the guideline transactions method of the market approach.

Particularly for the discounted cash flow analysis, significant judgment is required to estimate the future cash flows derived from the business and the period of time over which those cash flows will occur, as well as to determine an appropriate discount rate.

The determination of the discount rate is based on a cost of capital model, using a risk-free rate, adjusted by a stock-beta adjusted risk premium and a size premium.

If the fair value of a reporting unit, or respective FCC license, is less than its carrying value, then an impairment exists and an impairment charge is recorded.

Additionally, future changes in these assumptions and estimates with respect to long-term growth rates and discount rates or future cash flow projections, could result in significantly different estimates of the fair values.

The Scripps Networks business continued to experience softness within the national advertising marketplace into 2023, as macroeconomic challenges continued to impact advertising budgets.

These factors, coupled with decreases in our market capitalization over the first two quarters of 2023, provided an indication that the fair value of our Scripps Networks reporting unit may be below its carrying value at June 30, 2023.

Following completion of our second quarter 2023 testing, we concluded that the fair value of our Scripps Networks reporting unit did not exceed its carrying value and we recognized a $ 686 million non-cash goodwill impairment charge.

Our annual goodwill impairment test coincides with our annual planning cycle and takes place in the fourth quarter of each year.

During the planning cycle, we noted trends indicating a slower than previously anticipated recovery in the television advertising marketplace.

The corresponding negative impact to the Scripps Networks business' anticipated operating profits resulted in an additional non-cash goodwill impairment charge of $ 266 million for 2023.

Given that the fair value of the Scripps Networks reporting unit currently approximates carrying value, this reporting unit is more sensitive to changes in assumptions regarding its fair value.

While we believe the estimates and judgments used in determining the fair values were appropriate,

these estimates of fair value assume certain levels of growth for the business, which, if not achieved, could impact the fair value and possibly result in an impairment of the goodwill in future periods.

Long-Term Debt

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Scripps Senior Secured Credit Agreement

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

Under the Sixth Amendment, we have a $ 400 million revolving credit facility ("Revolving Credit Facility") that matures on 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.

On July 31, 2023, we entered into the Eighth Amendment to the Third Amended Restated Credit Agreement ("Eighth Amendment").

The Eighth Amendment increased the borrowing capacity of our Revolving Credit Facility from $ 400 million to $ 585 million and matures on January 7, 2026.

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.

Interest is payable on the Revolving Credit Facility at rates based on LIBOR, plus a margin based on our leverage ratio, ranging from 1.75 % to 2.50 %.

Interest is payable on the Revolving Credit Facility at rates based on the secured overnight financing rate ("SOFR"), plus a margin based on our leverage ratio, ranging from 1.75 % to 2.75 %.

As of December 31, 2023, we had $ 330 million outstanding under the Revolving Credit Facility with an interest rate of 8.22 %.

The weighted-average interest rate over the period during which we had a drawn revolver balance in 2023 was 8.20 %.

As of December 31, 2022, we had no borrowings under the Revolving Credit Facility.

As of December 31, 2023 and 2022, we had outstanding letters of credit totaling $ 6.7 million and $ 7.1 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").

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 .

The 2024 term loan requires annual principal payments of $ 3 million.

As of December 31, 2022 and 2021, the interest rate on the 2024 term loan was 6.38 % and 2.10 %, respectively.

The weighted-average interest rate on the 2024 term loan was 5.67 % and 2.09 % in 2022 and 2021, respectively.

On October 2, 2017, we issued a $ 300 million term loan B which was due to mature in October 2024 ("2024 term loan").

On July 31, 2023, we borrowed $ 283 million on the Revolving Credit Facility to pay off the remaining principal balance of the 2024 term loan.

As of December 31, 2022, the interest rate on the 2024 term loan was 6.38 %.

The weighted-average interest rate was 7.22 % for the period the loan was outstanding during 2023 and 5.67 % in 2022.

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 %.

Interest is currently payable on the 2026 term loan at a rate based on SOFR, plus a fixed margin of 2.56 %.

The 2026 term loan requires annual principal payments of $ 7.6 million.

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The weighted-average interest rate on the 2026 term loan was 8.01 % and 6.23 % in 2023 and 2022, 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.

On January 7, 2021, we issued an $ 800 million term loan B ("2028 term loan") that matures in January 2028.

Interest is currently payable on the 2028 term loan at a rate based on SOFR, plus a fixed margin of 3.00 %.

Additionally, the credit agreement states the SOFR 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.

We incurred deferred financing costs totaling $ 23.4 million related to this term loan and a previous amendment to the Revolving Credit Facility, which are being amortized over the life of the term loan.

As of December 31, 2023 and 2022, the interest rate on the 2028 term loan was 8.47 % and 7.13 %, respectively.

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We granted the lenders pledges of our equity interests in our subsidiaries and security interests in substantially all other personal property including cash, accounts receivables and equipment.

In addition, the Revolving Credit Facility contains a covenant to comply with a maximum first lien net leverage ratio of 4.50 to 1.0 when we have outstanding borrowings on the facility.

The Eighth Amendment contains a covenant to comply with a maximum first lien net leverage ratio when we have outstanding borrowings on the Revolving Credit Facility.

Through December 31, 2024, we must comply with the maximum first lien net leverage ratio of 5.0 to 1.0, at which point it steps down to 4.75 times through September 30, 2025, and then steps down to 4.50 times thereafter.

As of December 31, 2023, we were in compliance with our financial covenants.

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On December 30, 2020, we issued $ 550 million of senior secured notes (the "2029 Senior Notes"), which bear interest at a rate of 3.875 % per annum and mature on January 15, 2029.

The proceeds of the 2029 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 2029 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 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 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.

The 2029 Senior Notes were priced at 100 % of par value and interest is payable semi-annually on January 15 and July 15.

Prior to 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.

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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.

The notes are 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.

The 2029 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature.

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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 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.

The 2031 Senior Notes were priced at 100 % of par value and interest is payable semi-annually on January 15 and July 15.

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.

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The authorization permits an aggregate principal amount reduction of up to $ 500 million and expires on March 1, 2026.

Our previous debt repurchase authorization was due to expire on March 1, 2023.

Our previous debt repurchase authorization expired on March 1, 2023.

Debt Repurchase Transactions

On July 31, 2023, we paid off the remaining $ 283 million principal balance of the 2024 term loan and wrote-off $ 0.4 million of deferred financing costs related to this term loan to interest expense.

During the first quarter of 2022, we redeemed $ 42.2 million of our 2027 Senior Notes at a weighted-average redemption price equal to 100.61 % of the aggregate principal amount plus accrued and unpaid interest, $ 26.6 million of our 2029 Senior Notes at a weighted-average redemption price equal to 93.59 % of the aggregate principal amount plus accrued and unpaid interest and $ 54.5 million of our 2031 Senior Notes at a weighted-average redemption price equal to 95.73 % of the aggregate principal amount plus accrued and unpaid interest.

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During 2022, we made additional principal payments on the 2028 term loan totaling $ 100 million and wrote-off $ 1.1 million of deferred financing costs related to this term loan to interest expense.

On May 15, 2021, we redeemed the $ 400 million outstanding principal amount of our senior unsecured notes that were due to mature in 2025.

The redemption price was 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.

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

The redemptions resulted in a loss on extinguishment of debt of $ 1.5 million, for a total loss on extinguishment of debt of $ 15.3 million for the year ended December 31, 2021.

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.

Fair Value Measurement

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Cash equivalents $ 27 $ 27 $ — $ —

The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term nature of those items.

Other Liabilities

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Total cash, cash equivalents and restricted cash, end of year $ 35,319 $ 18,027 $ 100,480

As disclosed in Note 6.

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.

The December 31, 2021 restricted cash balance reflected cash held in escrow from the KMGH Denver television station building sale, which was received in January 2022.

Employee Benefit Plans

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Total for defined benefit plans ( 1,624 ) ( 3,534 ) ( 560 )

Multi-employer plans — — 5

SERPs 974 921 903

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Net periodic benefit cost $ 15,348 $ 12,644 $ 14,737

Allocated to discontinued operations — — ( 522 )

Net periodic benefit cost - continuing operations $ 12,644 $ 14,737 $ 17,945

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) were as follows:

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Total $ 3,109 $ ( 8,669 ) $ 33,528

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 2022, 2021 and 2020.

We recognized actuarial gains for our SERPs of $ 3.6 million and $ 0.3 million in 2022 and 2021, respectively, and an actuarial loss of $ 1.0 million in 2020.

In addition to the amounts summarized above, amortization of actuarial losses related to our SERPs recognized through other comprehensive income was $ 0.1 million in 2023 and $ 0.3 million in 2022 and 2021.

We recognized an actuarial loss for our SERPs of $ 0.5 million in 2023 and actuarial gains of $ 3.6 million and $ 0.3 million in 2022 and 2021, respectively.

Assumptions used in determining the annual retirement plans expense were as follows:

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Prior service cost 334 352 — —

During 2022 and 2021, net actuarial gains decreased our benefit obligation primarily due to a year-over-year increase in the discount rate assumption.

During 2023, a net actuarial loss increased our benefit obligation primarily due to a year-over-year decrease in the discount rate assumption.

During 2022, a net actuarial gain decreased our benefit obligation primarily due to a year-over-year increase 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.

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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.

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

Our Local Media segment includes more than 60 local television stations and their related digital operations.

It is comprised of 18 ABC affiliates, 11 NBC affiliates, nine CBS affiliates and four FOX affiliates.

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

five independent stations and 10 additional low power stations.

We also have seven CW affiliates - four on full power stations and three on multicast;

seven independent stations and 10 additional low power stations.

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

Our Scripps Networks segment includes national news outlets Scripps News and Court TV as well as popular entertainment brands ION, Bounce, Defy TV, Grit, ION Mystery and Laff.

The Scripps Networks reach nearly every U.S.

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

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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 accounting, procurement, human resources, employee benefit and information technology to our business segments.

We also allocate a portion of certain corporate costs and expenses, including accounting, human resources, employee benefit and information technology to our business segments.

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

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These unallocated corporate costs would also include the costs associated with being a public company.

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

Corporate assets are primarily cash and cash equivalents, 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.

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Depreciation and amortization of intangible assets ( 155,105 ) ( 160,433 ) ( 161,922 )

Impairment of goodwill ( 952,000 ) — —

Gains (losses), net on disposal of property and equipment ( 2,344 ) ( 5,866 ) 30,275

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Miscellaneous, net ( 1,407 ) ( 1,953 ) ( 15,469 )

Income from continuing operations before income taxes $ 276,463 $ 187,088 $ 209,020

Income (loss) from continuing operations before income taxes $ ( 967,511 ) $ 276,463 $ 187,088

Depreciation:

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The Class A Common shares are only entitled to vote on the election of the greater of three or one-third of the directors and other matters as required by Ohio law.

In connection with the January 7, 2021 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).

As long as the Company pays quarterly dividends in cash on the Preferred Shares, the dividend rate will be 8 % per annum.

On January 7, 2021, we issued 6,000 shares of Series A preferred stock, having a face value of $ 100,000 per share.

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

As long as we pay quarterly dividends in cash on the preferred shares, the dividend rate will be 8 % per annum.

Preferred stock dividends were $ 48.0 million in 2023 and 2022.

As of June 30, 2023, we had transitioned into an accumulated deficit position.

As a result, dividends declared after June 30, 2023 have been recognized as a reduction to additional paid-in-capital.

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 were $ 48.0 million and $ 45.1 million in 2022 and 2021, respectively.

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.

In February 2024, we notified the preferred shares holder of our intent to not declare the first quarter 2024 dividend.

We currently have sufficient liquidity to pay the scheduled dividends on the preferred shares;

however, this action provides us better flexibility for accelerating deleveraging and maximizing the paydown of our traditional bank debt.

Class A Common Shares Stock Warrant — In connection with the issuance of the preferred shares, Berkshire Hathaway, Inc.

("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.

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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.

Following the warrant amendment, the warrant was no longer accounted for as a liability award where mark-to-market changes in the fair value of the warrant were captured as gains or losses in our operating results.

The fair value of the warrant was remeasured on May 14, 2021 at $ 280 million.

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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.

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

We repurchased a total of $ 50.3 million of shares under this authorization prior to its expiration 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.

No shares were repurchased under either authorization during 2022, 2021 or 2020.

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.

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.

No shares were repurchased during 2023, 2022 or 2021.

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.

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Total share-based compensation $ 20,490 $ 21,596 $ 22,334

Included in discontinued operations — — ( 492 )

Included in continuing operations $ 21,596 $ 22,334 $ 14,015

Share-based compensation, net of tax 15,560 16,355 17,047

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Amounts reclassified from AOCI, net of tax of $ 34

3,281 — 3,281

Net current-period other comprehensive income (loss) 2,080 ( 119 ) 1,961

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Operating results of our discontinued Stitcher business were as follows:

For the years ended December 31,

(in thousands) 2021 2020

(in thousands) For the year ended December 31, 2021

Operating revenues $ —

1 unchanged sentence

Depreciation and amortization of intangible assets —

Other, net — ( 174 )

Loss from operations ( 600 )

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No value was assigned to the 2021 contingent earnout consideration.

Stitcher’s discontinued operating results in 2020 included a contract termination charge that totaled $ 12 million.

The 2020 gain on disposal for Stitcher reflected a $ 10 million fair value estimate for the contingent earnout consideration.

Triton Digital

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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.

The option was exercisable from March 31, 2020, through the end of 2021, and was assignable by Nexstar to a third party.

In July 2020, Nexstar assigned their option to repurchase WPIX to Mission Broadcasting, Inc., and Mission immediately exercised the option.

The option price was $ 75 million plus accrued interest, to be calculated on the period between September 19, 2019, the purchase date of WPIX, and the option sale closing date.

The transaction closed on December 30, 2020 for cash consideration of $ 83.7 million.

Including interest income of $ 7.6 million, we recognized gains from the WPIX disposition totaling $ 6.5 million in the fourth quarter of 2020.

These gains are included within the miscellaneous, net caption on our Consolidated Statements of Operations.

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