What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-12 compared with 2024-02-23 · 433 added, 458 removed, 1420 unchanged (39% of the section changed)

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

16 Reports” in the Proxy Statement.

16(a) Reports” in the Proxy Statement.

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

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Executive Compensation

The information required by Item 11 of Form 10-K is incorporated by reference to the material captioned “Compensation Discussion and Analysis” and “Compensation Tables” in the Proxy Statement.

The information required by Item 11 of Form 10-K is incorporated by reference to the material captioned “Compensation Discussion and Analysis” in the Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 of Form 10-K is incorporated by reference to the materials captioned “Corporate Governance” and “Report on Related Party Transactions” in the Proxy Statement.

The information required by Item 13 of Form 10-K is incorporated by reference to the materials captioned “Corporate Governance” and “Related Party Transactions” in the Proxy Statement.

Principal Accounting Fees and Services

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See Index to Consolidated Financial Statement Information at page F-1.

The reports of Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, dated February 23, 2024, are filed as part of this Form 10-K.

The reports of Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, dated March 12, 2025, are filed as part of this Form 10-K.

See Index to Consolidated Financial Statement Information at page F-1.

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Form 10-K Summary

Scripps Company

Index to Consolidated Financial Statement Schedules

Exhibit Number Exhibit Description Form File Number Exhibit Report Date

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

10.02 Amendment No.

1 to The E.W.

Scripps Company 2023 Long-Term Incentive Plan

DEF 14A 001-10701 Appendix 3/22/2024

10.03 Form of Independent Director Nonqualified Stock Option Agreement

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

10-K 001-10701 10.10 12/31/2023

10.12 Employee Restricted Share Unit Agreement

10-K 001-10701 10.11 12/31/2023

10.13 The E.W.

Scripps Company Restricted Share Unit Agreement (Executive Officers)

10-K 001-10701 10.12 12/31/2023

10.14 CEO Performance-Based Restricted Share Unit Agreement

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Scripps Insider Trading Policy

10-K 001-10701 19 12/31/2023

21 Subsidiaries of the Company

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Scripps Company Compensation Recovery Policy

10-K 001-10701 97 12/31/2023

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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* - As filed herewith

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SCRIPPS COMPANY

February 23, 2024 By:

March 12, 2025 By:

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated, on February 23, 2024.

Signature Title

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Barmonde Director

/s/ Lauren R.

Fine Director

/s/ Nishat Mehta Director

Hayden Director

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Forward-Looking Statements

Our Annual Report on Form 10-K contains certain forward-looking statements related to the Company's businesses that are based on management’s current expectations.

Forward-looking statements are subject to certain risks, trends and uncertainties, including changes in advertising demand and other economic conditions that could cause actual results to differ materially from the expectations expressed in forward-looking statements.

Such forward-looking statements are made as of the date of this document and should be evaluated with the understanding of their inherent uncertainty.

A detailed discussion of principal risks and uncertainties that may cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors.” The Company undertakes no obligation to publicly update any forward-looking statements to reflect events or circumstances after the date the statement is made.

This document contains forward-looking statements within the meaning of the safe harbor provisions of the U.S.

Private Securities Litigation Reform Act of 1995.

Forward-looking statements can be identified by words such as:

"believe," "anticipate," "intend," "expect," "estimate," "could," "should," "outlook," "guidance," and similar references to future periods.

Examples of forward-looking statements include, among others, statements the Company makes regarding expected operating results and future financial condition.

Forward-looking statements are neither historical facts nor assurances of future performance.

Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of the industry and the economy, the Company’s plans and strategies, anticipated events and trends, and other future conditions.

Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties, and changes in circumstance that are difficult to predict and many of which are outside of the Company’s control.

A detailed discussion of such risks and uncertainties is included in the section of this document titled "Risk Factors." The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements.

Therefore, you should not rely on any of these forward-looking statements.

Any forward-looking statement made in this document is based only on currently available information and speaks only as of the date on which it is made.

The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise.

Executive Overview

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.

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 more efficiently serves national audiences and our local television stations.

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

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

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 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.

Additionally, we provide 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.

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

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.

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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 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.

The strategic restructuring and reorganization created 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.

This initial reorganization of the operating structure was substantially completed by the end of the 2024 second quarter and resulted in more than $40 million in annual savings, of which $20 million of the annualized savings was achieved by the end of 2023.

We also have continued to identify efficiency opportunities within the functional departments of our organization, which resulted in additional restructuring charges over the last two quarters of 2024.

In April 2024, we began a public process to explore the sale of our Bounce multi-cast television network.

Bounce, which is available in approximately 95% of U.S.

television broadcast homes, broadcasts a combination of syndicated shows, movies and original content that is created for Black audiences.

On July 2, 2024, we announced a multi-year agreement with the National Hockey League's Florida Panthers ("Panthers"), which began with the 2024-2025 season.

Under the new agreement, we have the ability to televise all locally produced Panthers preseason, regular-season and round one games of the postseason with distribution on cable, satellite and over-the-air television.

On September 27, 2024, we announced plans to significantly reduce Scripps News' national network programming beginning in the fourth quarter of 2024.

As of November 15, 2024, Scripps News was no longer broadcast over the air, although it remained on streaming and digital platforms with weekday live coverage from the field.

Beginning at the start of 2025, the scaled back Scripps News operation is expected to generate annualized net savings of $35 million.

In January 2025, we announced the formation of a joint venture with Gray Media, Nexstar Media Group, Inc.

and Sinclair, Inc.

Leveraging broadcasters’ uniquely efficient network architecture and the ATSC 3.0 transmission standard, EdgeBeam Wireless, LLC will provide expansive, reliable and secure data delivery services.

This partnership creates a spectrum footprint that no individual broadcaster could achieve on its own, unlocking the potential of ATSC 3.0 to offer nationwide coverage for data delivery to billions of potential devices on market-disrupting terms.

We contributed cash consideration of $6.4 million for our 25% ownership interest in the joint venture.

On March 10, 2025, we entered into a Transaction Support Agreement (“TSA”) that was reached with certain of the Company’s lenders.

Concurrently, we entered into commitment letters to provide for a new accounts receivable securitization facility and a new revolving credit facility.

Transactions contemplated by the TSA and commitment letters, which still need to be consummated, include, among others, entering into new revolving credit and asset securitization facilities and the exchange or repayment of certain of our existing term loans.

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

We did not declare or provide payment for any of the 2024 quarterly dividends.

Following deferral of the first quarter 2024 dividend, the dividend rate on the preferred shares increased from 8% per annum to 9% per annum and will continue at that rate for the remaining periods that the preferred shares are outstanding.

Deferral of preferred stock dividend payments provides us better flexibility for accelerating deleveraging and maximizing the paydown of our traditional bank debt.

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

The trends and underlying economic conditions affecting operating performance and future prospects differ for each of our business segments.

Accordingly, you should read the following discussion of our consolidated results of operations in conjunction with the discussion of the operating performance of our individual business segments that follows.

The trends and underlying economic conditions affecting operating performance and future prospects differ for each of our operating segments.

Accordingly, you should read the following discussion of our consolidated results of operations in conjunction with the discussion of the operating performance of our operating segments that follows.

Consolidated Results of Operations

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Interest expense (210,344) (213,512) (161,130)

Gain (loss) on extinguishment of debt — 8,589 (15,347)

Defined benefit pension plan income (expense) 650 2,613 (343)

Gain on sale of Triton business — — 81,784

Losses on stock warrant — — (99,118)

Gain on extinguishment of debt — — 8,589

Defined benefit pension plan income 674 650 2,613

Miscellaneous, net 7,160 (1,407) (1,953)

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

Income (loss) from operations before income taxes 209,981 (967,511) 276,463

Benefit (provision) for income taxes (63,763) 19,727 (80,561)

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 (loss) $ 146,218 $ (947,784) $ 195,902

2024 compared with 2023

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.

Operating revenues increased $217 million or 9.5% in 2024 compared to 2023, driven primarily by an increase in political revenue of $329 million that was partially offset by a $114 million decrease in core advertising revenue.

Cost of revenues, which is comprised of programming costs and costs associated with distributing our content, increased $37.5 million or 2.9% in 2024 compared to 2023.

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.

Programming expense increased $20.2 million or 2.4% in 2024 compared to 2023.

During 2023, we entered into sports rights contracts for the airing of games for the National Women's Soccer League ("NWSL") as well as the Vegas Golden Knights and the Utah Hockey Club (formerly the Arizona Coyotes) in the National Hockey League ("NHL").

The 2023 NHL contracts began with the start of the 2023-2024 season in October 2023 and ran through April 2024 and the NWSL contract began with the start of the 2024 season in March 2024.

During 2024, we entered into a sports rights contract for the airing of games for the NHL's Florida Panthers ("Panthers"), which began with the 2024-2025 season in October 2024.

The sports rights fees for these contracts increased programming expense by $33.5 million when compared to the prior year.

Additionally, network affiliation fees for our broadcast television stations increased $5.0 million.

These increases in programming expense were partially offset by a decrease of $13.8 million in carriage affiliation fees and a decrease of $4.6 million in syndicated programming costs.

The year-over-year increase in cost of revenues was also due to a $7.2 million increase in production costs, driven by the television production costs associated with the airing of games under our sports agreements.

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 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.

Restructuring costs totaled $38.6 million in 2023.

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.

Selling, general and administrative expenses decreased $8.6 million or 1.4% in 2024 compared to 2023, primarily driven by lower marketing and promotion costs.

Restructuring costs totaled $33.5 million and $38.6 million in 2024 and 2023, respectively.

Restructuring costs in 2024 attributed to the reduction of Scripps News' national news programming included $11.0 million in severance charges and $3.2 million of programming losses.

Restructuring costs incurred in 2024 also included $4.7 million of severance charges for certain executives that accepted voluntary retirement offers in the fourth quarter and $9.7 million in other severance charges associated with the strategic reorganization efforts.

The 2023 costs included a $13.6 million first quarter charge related to the write-down of certain programming assets in connection with the shutdown of the TrueReal network.

Additionally, 2023 restructuring costs included 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 remained relatively flat in 2024 compared to 2023.

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.

On December 30, 2024, we completed the sale of our San Diego tower sites for cash consideration of $20.0 million and recognized a pre-tax gain from disposition of $19.2 million.

Interest expense decreased $3.2 million or 1.5% in 2024 compared to 2023 primarily attributed to financing costs incurred during the third quarter of 2023 related to the amendment of our credit facility.

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.

In the fourth quarter of 2024, we recorded a $15.0 million non-cash impairment loss for the write-off of our Misfits gaming investment balance.

The gain and loss from these transactions are included in Miscellaneous, net for 2024.

The effective income tax rate was 30% and 2.0% for 2024 and 2023, respectively.

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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 ($1.5 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.

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 ($3.2 million expense in 2024 and $1.5 million expense in 2023), state deferred rate changes ($2.6 million benefit in 2024 and $2.5 million benefit in 2023) and state NOL valuation allowance changes.

Operating Performance — As discussed in the Notes to Consolidated Financial Statements, our chief operating decision maker evaluates operating performance using a measure called segment profit.

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

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

For our operating segments, items excluded from segment profit generally result from decisions made in prior periods or from decisions made by corporate executives rather than the managers of the segments.

Depreciation and amortization charges are the result of decisions made in prior periods regarding the allocation of resources and are therefore excluded from the measure.

Generally, our corporate executives make financing, tax structure and divestiture decisions.

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

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

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

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

The intercompany carriage fee revenue earned by our local broadcast television stations is equal to the carriage fee expense incurred by our national networks.

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

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

The other segment caption aggregates our operating segments that are too small to report separately.

Costs for centrally provided services and certain corporate costs that are not allocated to the business segments are included in shared services and corporate costs.

Costs for centrally provided services and certain corporate costs that are not allocated to the segments are included in shared services and corporate costs.

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

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:

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

For the years ended December 31,

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Interest expense (210,344) (213,512) (161,130)

Gain (loss) on extinguishment of debt — 8,589 (15,347)

Defined benefit pension plan income (expense) 650 2,613 (343)

Gain on sale of Triton business — — 81,784

Losses on stock warrant — — (99,118)

Gain on extinguishment of debt — — 8,589

Defined benefit pension plan income 674 650 2,613

Miscellaneous, net 7,160 (1,407) (1,953)

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

Income (loss) from operations before income taxes $ 209,981 $ (967,511) $ 276,463

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

seven independent stations and 10 additional low power stations.

We also have 11 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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2024 compared with 2023

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.

Total Local Media revenues increased $276 million or 20% in 2024 compared to 2023.

During this election year, political revenues increased $310 million in 2024 compared to 2023.

Distribution revenues increased $11.8 million or 1.6% in 2024 compared to 2023.

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

Distribution revenues were favorably impacted by rate increases of 8.0% in 2024 compared to 2023, which were partially offset by mid-single-digit subscriber declines.

Local Media revenues were also impacted by a decrease in core advertising revenues of $46.6 million or 7.8% in 2024 compared to 2023, due in part to displacement from political advertising.

Costs and expenses

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

Employee compensation and benefits increased $1.4 million or 0.3% in 2024 compared to 2023.

Programming expense increased $28.0 million or 5.7% in 2024 compared to 2023.

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.

Costs attributed to the Vegas Golden Knights, Utah Hockey Club (formerly the Arizona Coyotes) and Florida Panthers sports rights agreements increased programming expense by $25.2 million in 2024 compared to 2023.

Other expenses increased $20.8 million or 11% in 2024 compared to 2023.

Production costs from live television programming increased $7.8 million in 2024 compared to 2023, primarily driven by the costs associated with airing of games

under our sports agreements.

Professional services costs, primarily attributed to political sales activities, increased $5.7 million in 2024 compared to 2023.

The 2024 year-over-year increase was also due to higher news services expense of $3.5 million, higher rating services cost of $2.5 million and higher advertising and promotion costs of $2.3 million.

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

The networks reach nearly every U.S.

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

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

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

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

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

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Scripps Networks revenues, which are primarily comprised of advertising revenues, decreased $57.4 million or 6.4% in 2024 compared to 2023.

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.

Beginning in the second quarter of 2023, we started to sunset a low-margin programmatic product that decreased revenues 1.9% 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 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.

Lower ratings in our key monetized demographics unfavorably impacted Scripps Networks revenues by 8.8% year-over-year.

Lower ratings were partially offset by an increase in advertising spots sold which increased revenues 2.0% year-over-year.

Additionally, during this election year, political advertising increased revenues by 2.2%.

Cost and Expenses

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.

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%.

Employee compensation and benefits decreased $3.8 million or 3.1% in 2024 compared to 2023 driven by the savings achieved through our restructuring efforts.

Programming expense decreased $6.4 million or 1.8% in 2024 compared to 2023.

Costs attributed to sports rights agreements with the Women's National Basketball Association and the National Women's Soccer League increased programming expense by $11.8 million in 2024 compared to 2023.

Carriage affiliation fees decreased $13.8 million and syndicated programming decreased $2.3 million in 2024 compared to 2023.

Other expenses decreased $11.6 million or 6.4% in 2024 compared to 2023.

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.

The programmatic product we started sunsetting in the second quarter of 2023 decreased other expenses 7.8% year-over-year.

Shared services and corporate

We centrally provide certain services to our business segments.

We centrally provide certain services to our operating segments.

Such services include accounting, tax, cash management, procurement, human resources, employee benefits and information technology.

The business segments are allocated costs for such services at amounts agreed upon by management.

The segments are allocated costs for such services at amounts agreed upon by management.

Such allocated costs may differ from amounts that might be negotiated at arms-length.

Costs for such services that are not allocated to the business segments are included in shared services and corporate costs.

Costs for such services that are not allocated to the segments are included in shared services and corporate costs.

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

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Our primary source of cash is generated from our ongoing operations and can be affected by various risks and uncertainties.

At the end of December 2023, we had $35.3 million of cash on hand and $248 million of additional borrowing capacity under our revolving credit facility.

At the end of December 2024, we had $23.9 million of cash on hand and $578 million of additional borrowing capacity under our revolving credit facility that currently expires on January 7, 2026.

As of December 31, 2024, we did not have a balance drawn on our credit facility.

While we expect to make borrowings and repayments on the facility during the first half of 2025, we do not anticipate having a balance drawn at the end of the third or fourth quarters of 2025.

Any balance drawn at a quarterly reporting period would be reflected as current debt in our Consolidated Balance Sheet.

Our term loan, that has an outstanding balance of $721 million and matures in May 2026, is our earliest maturing outstanding debt.

We do not currently have the necessary cash on hand or projected future cash flows to fund that debt maturity and are in active discussions with funding sources to refinance portions of our outstanding debt.

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

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Net cash used in financing activities (350,611) (33,706)

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

Increase (decrease) in cash and cash equivalents $ (11,467) $ 17,292

Cash flows from operating activities

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 provided by operating activities increased $254 million in 2024 compared to 2023 driven by an $188 million year-over-year increase in segment profit, a $75.2 million increase in cash provided by changes in certain working capital accounts and a cash outlay decrease of $17.3 million for programming investments in excess of programming amortization.

The increase in cash provided by changes in working capital accounts was primarily driven by advertising for political campaigns, which are generally paid in advance.

These year-over-year increases to cash provided by operating activities were partially offset by an increase of $40.7 million in income taxes paid.

Cash flows from investing activities

Cash used in investing activities was $26.5 million in 2024 compared to $60.6 million in 2023.

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.

On December 30, 2024, we completed the sale of our San Diego tower sites for cash consideration of $20.0 million.

Capital expenditures totaled $65.3 million in 2024 compared to $59.6 million in 2023.

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

Cash flows from financing activities

Cash used in financing activities was $351 million in 2024 compared to $33.7 million in 2023.

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.

During 2024, we paid down the $330 million Revolving Credit Facility balance.

There were no borrowings under the Revolving Credit Facility at December 31, 2024.

Mandatory principal payments on our term loans totaled $15.6 million in 2024 and 2023.

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

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.

In connection with our credit agreement, we also have $1.3 billion of outstanding balance on our term loans as of December 31, 2024.

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.

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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.

On March 10, 2025, we entered into a Transaction Support Agreement (“TSA”) that was reached with certain of the Company’s lenders.

Concurrently, we entered into commitment letters to provide for a new accounts receivable securitization facility and a new revolving credit facility.

The proposed terms for the new revolving credit facility would provide a $208 million capacity expiring in July 2027 which will extend and substantially replace a portion of our current $585 million revolving credit facility that matures on January 7, 2026, with the remaining committed amount of the existing revolver still available for draw.

The proposed accounts receivable securitization facilities would provide for draws up to a total of $450 million.

Portions of the proceeds from the new accounts receivable securitization facility are expected, together with cash on hand, to be used to partially repay the principal balance of our $721 million term loan maturing in May 2026 that is not otherwise exchanged for new term loans.

In connection with the contemplated transactions, consenting lenders holding our term loan due in May 2026 will exchange such holdings for new term loans due June 2028, with any amounts not exchanged, repaid in full.

Additionally, consenting lenders holding our term loan due in June 2028 will exchange such holdings for new term loans.

We currently anticipate completion of the transactions, as constructed, in April of 2025.

Following completion of these transactions, our earliest maturing outstanding debt will be the $426 million senior notes that are currently due July 15, 2027, subject to springing maturities in certain of our other debt.

The TSA contains certain customary representations, warranties and other agreements by the parties thereto.

The closing of the term loan refinancings pursuant to the TSA is subject to, and conditioned upon, the satisfaction or waiver of certain conditions set forth therein, including finalizing the definitive documentation.

Debt Covenants

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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.

The Eighth Amendment to our Revolving Credit Facility, which matures in the first quarter of 2026, 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.

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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 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.

not declared).

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

We did not declare or provide payment for any of the 2024 quarterly dividends.

Deferral of preferred stock dividend payments provides us better flexibility for accelerating deleveraging and maximizing the paydown of our traditional bank debt.

At December 31, 2024, aggregated undeclared and unpaid cumulative dividends totaled $55.8 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.

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Interest on debt 157,059 216,695 64,005 21,940 459,699

Undeclared and unpaid preferred stock dividends (b) — — — 55,850 55,850

Program licenses, network affiliations and other programming commitments 837,315 735,916 162,638 17,361 1,753,230

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Deferred compensation and other post-employment benefits 4,721 5,049 5,004 18,421 33,195

Employment and talent contracts (c) 76,206 62,447 2,534 — 141,187

Pension obligations (d) 1,350 5,046 27,649 5,206 39,251

Leases (e) 26,924 43,502 32,269 123,627 226,322

Other purchase and service commitments (f) 84,684 102,013 290 — 186,987

Employment and talent contracts (d) 74,237 62,441 1,293 — 137,971

Pension obligations (e) 1,468 20,969 29,201 4,953 56,591

Leases (f) 24,450 42,878 30,922 116,843 215,093

Other purchase and service commitments (g) 98,719 62,117 100 — 160,936

Total contractual cash obligations $ 1,213,581 $ 2,301,333 $ 1,335,519 $ 627,439 $ 5,477,872

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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.

If there is a balance outstanding under our Revolving Credit Facility, repayment of those outstanding borrowings are assumed to occur on the January 2026 expiration of our credit agreement and interest payments would assume the outstanding balance and related interest rates remain unchanged until the expiration date of our credit agreement.

As of December 31, 2024, there were no borrowings under the Revolving Credit Facility.

(b) — Refer to Note 17.

Capital Stock and Share-Based Compensation Plans of the Notes to Consolidated Financial Statements (Part II, Item 8 of this Form 10-K).

Reflects aggregated undeclared and unpaid cumulative dividends related to our Series A preferred stock.

Sports programming commitments totaled $217 million in aggregate as of December 31, 2024.

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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.

(d) — We secure on-air talent for our television stations through multi-year talent agreements.

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

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

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

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

Contractual pension obligations reflect anticipated minimum statutory pension contributions as of December 31, 2024, based upon pension funding regulations in effect at the time and our current pension assumptions regarding discount rates and returns on plan assets.

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While benefit payments under these plans are expected to continue beyond 2034, we do not believe it is practicable to estimate payments beyond this period.

(e) — Refer to Note 8.

(f) — Refer to Note 8.

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

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

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

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

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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 business segment as of December 31, 2023:

The following is goodwill by reportable segment as of December 31, 2024:

(in thousands)

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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.

Under that approach, we determine the fair value of each reporting unit with consideration to 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 weighting or prevalence of these methods in each annual impairment test can be impacted by current market conditions or the relevance of current data.

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.

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.

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.

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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.

Upon completing our annual test in the fourth quarter of 2024, 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 exceeded its carrying value by 1.3%.

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.

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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.

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 $140 million and any resulting impairment charge would be less than $1.0 million.

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expected long-term rate of return on plan assets;

and employee turnover, mortality and retirement ages.

and mortality and retirement ages.

We review these assumptions on an annual basis and make modifications to the assumptions based on current rates and trends when appropriate.

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Term loan, due in 2028 543,000 483,270 551,000 546,179

Term loan, due in 2028 551,000 546,179 559,000 545,025

Long-term debt, including current portion $ 2,605,307 $ 2,112,999 $ 2,950,919 $ 2,732,318

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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.

Other than our equity interest in BMI, as of December 31, 2023, we estimate the fair values of our other investments to approximate their carrying values at December 31, 2024 and 2023.

Controls and Procedures

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This report appears on page F-19.

February 23, 2024

March 12, 2025

President and Chief Executive Officer

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In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 12, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

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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 Company determines the fair value of each reporting unit using both income and market approaches.

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

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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.

Management performed its annual impairment analysis during the fourth quarter of 2024.

As a result of the analysis, management concluded that the fair value of the Scripps Networks reporting unit exceeded its carrying value by 1.3%.

As of December 31, 2024, 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 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.

We identified the valuation of the Scripps Networks reporting unit 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 certain valuation assumptions such as the discount rate, long-term growth rate, and valuation multiples, 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 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:

Our audit procedures related to the forecasts of future cash flows as well as the selection of the discount rate, long-term growth rate, and valuation multiples 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.

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

• We evaluated the reasonableness of management’s future cash flow projections, specifically related to revenue and EBITDA assumptions, by comparing the forecasts to:

◦ Historical cash flows.

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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 discount rate and long-term growth rate selected by:

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

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

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◦ Utilizing industry and market-specific growth trends to assess the reasonableness of the long-term growth rate selected by management.

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

/s/ Deloitte & Touche LLP

Cincinnati, Ohio

February 23, 2024

March 12, 2025

We have served as the Company’s auditor since at least 1959;

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 23, 2024, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated March 12, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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Cincinnati, Ohio

February 23, 2024

March 12, 2025

Scripps Company

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Employee compensation and benefits 81,462 60,869

Accrued income taxes 33,179 35,856

Programming liability 140,502 171,860

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

6,000 shares issued and outstanding

6,000 shares issued and outstanding (redemption value of $ 688,309 at December 31, 2024)

416,854 414,549

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Additional paid-in capital 1,451,604 1,438,518

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

Accumulated deficit ( 476,004 ) ( 622,222 )

Accumulated other comprehensive loss, net of income taxes ( 75,306 ) ( 75,510 )

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Interest expense ( 210,344 ) ( 213,512 ) ( 161,130 )

Gain (loss) on extinguishment of debt — 8,589 ( 15,347 )

Defined benefit pension plan income (expense) 650 2,613 ( 343 )

Gain on sale of Triton business — — 81,784

Losses on stock warrant — — ( 99,118 )

Gain on extinguishment of debt — — 8,589

Defined benefit pension plan income 674 650 2,613

Miscellaneous, net 7,160 ( 1,407 ) ( 1,953 )

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

Income (loss) from operations before income taxes 209,981 ( 967,511 ) 276,463

Provision (benefit) for income taxes 63,763 ( 19,727 ) 80,561

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 (loss) 146,218 ( 947,784 ) 195,902

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Scripps Company $ 1.01 $ ( 11.84 ) $ 1.71

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

Income from discontinued operations — — 0.08

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

Scripps Company $ 1.01 $ ( 11.84 ) $ 1.62

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

Income from discontinued operations — — 0.08

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

Weighted average shares outstanding:

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See Notes to Consolidated Financial Statements.

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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Net income (loss) $ 146,218 $ ( 947,784 ) $ 195,902

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

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:

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

Depreciation and amortization 155,228 155,105 160,433

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Losses (gains), net on disposal of property and equipment ( 18,424 ) 2,344 5,866

Loss (gain) on extinguishment of debt — ( 8,589 ) 15,347

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

Losses on stock warrant — — 99,118

Gain on extinguishment of debt — — ( 8,589 )

Programming assets and liabilities ( 3,245 ) ( 20,504 ) ( 27,144 )

Restructuring impairment charges 3,110 14,933 —

Losses (gains) on sale of investments ( 19,895 ) — —

Impairment of investments 15,000 — —

Deferred income taxes ( 149 ) ( 63,698 ) 12,915

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Miscellaneous, net 12,999 11,959 17,575

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

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

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

Net cash provided by operating activities 365,680 111,604 311,423

Cash Flows from Investing Activities:

Acquisitions, net of cash acquired — — ( 13,797 )

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

Additions to property and equipment ( 65,256 ) ( 59,627 ) ( 45,792 )

Acquisition of intangible assets — — ( 430 )

Purchase of investments ( 1,729 ) ( 1,000 ) ( 7,373 )

Proceeds from sale of investments 19,985 — —

Proceeds from FCC repack — — 2,670

Proceeds from sale of property and equipment 20,464 21 373

Miscellaneous, net — — ( 2,474 )

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

Net investing activities ( 60,606 ) ( 66,393 ) ( 2,455,996 )

Net cash used in investing activities ( 26,536 ) ( 60,606 ) ( 66,393 )

Cash Flows from Financing Activities:

Net borrowings under revolving credit facility 330,000 — —

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

Proceeds from issuance of preferred stock — — 600,000

Net borrowings (payments) under revolving credit facility ( 330,000 ) 330,000 —

Payments on long-term debt ( 15,612 ) ( 299,862 ) ( 278,095 )

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

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

Payments on financing costs — — ( 50,597 )

Dividends paid on preferred stock — ( 48,000 ) ( 48,000 )

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Miscellaneous, net ( 3,117 ) ( 10,889 ) 7,484

Net cash provided by (used in) financing activities from continuing operations ( 33,706 ) ( 327,483 ) 693,475

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

Net cash used in financing activities ( 350,611 ) ( 33,706 ) ( 327,483 )

Increase (decrease) in cash, cash equivalents and restricted cash ( 11,467 ) 17,292 ( 82,453 )

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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:

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2,305 — — ( 50,305 ) — ( 48,000 )

Stock warrant — — 279,958 — — 279,958

Compensation plans:

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Preferred stock dividends:

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

$ 2,305 of issuance costs accretion

2,305 — ( 2,305 ) — — —

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Nature of Operations — We are a diverse media enterprise, serving audiences and businesses through a portfolio of local television stations and national news and entertainment networks.

All of our businesses provide content and services via digital platforms, including the Internet, smartphones and tablets.

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

All of our businesses also have digital presences across online, mobile, connected television and social platforms, reaching consumers on all devices and platforms they use to consume content.

Our media businesses are organized into the following reportable segments:

Local Media, Scripps Networks and Other.

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

Additional information for our 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.

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

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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.

Digital revenues are primarily generated from the sale of advertising to local and national customers on our business websites, tablet and mobile products, over-the-top apps and other platforms.

Political Advertising — Political advertising is generally sold through our Washington, D.C.

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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, rights acquired under multi-year sports programming agreements and programs licensed under agreements with independent producers.

Programming — Programming includes the cost of national television network programming, carriage agreements with local television broadcasters, 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.

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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.

The total amount of consideration collected from the FCC was recorded as a deferred liability and is recognized against depreciation expense in the same manner that the underlying FCC repack fixed assets are depreciated.

Deferred FCC repack income totaled $ 37.7 million at December 31, 2024 and $ 41.9 million at December 31, 2023.

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Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities and operating lease liabilities in our Consolidated Balance Sheets.

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

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

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.

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

Our reporting units are Local Media, Scripps Networks and Nuvyyo.

Our reporting units are Local Media, Scripps Networks and Tablo.

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

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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 non-forfeitable 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 certain of 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 (loss) from continuing operations, net of tax $ ( 947,784 ) $ 195,902 $ 115,899

Net income (loss) $ 146,218 $ ( 947,784 ) $ 195,902

Less income allocated to RSUs ( 709 ) — ( 3,662 )

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As of December 31, 2024, 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 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.

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

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

For the years ended December 31, 2024 and December 31, 2022, there were 1.2 million and 0.1 million of outstanding RSUs that were anti-dilutive, respectively.

The December 31, 2024 and 2023 basic and dilutive EPS calculations also excluded the impact of the common stock warrant as the effect would be anti-dilutive.

Recently Adopted and Issued Accounting Standards

In December 2023, the Financial Accounting Standards Board ("FASB") issued new guidance that modifies the rules on income tax disclosures.

Recently Issued Accounting Standards

In November 2024, the Financial Accounting Standards Board ("FASB") issued new guidance on disaggregation of income statement expenses.

The guidance requires entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural expense categories:

(1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion and amortization recognized as part of oil-and gas-producing activities or other types of depletion expenses.

Such disclosures must be made on an annual and interim basis in a tabular format in the footnotes to the financial statements.

The guidance does not change the expense captions an entity presents on the face of the income statement.

The guidance also provides clarification regarding identifying relevant expense captions.

Furthermore, certain other expenses and gains or losses that must be disclosed under existing U.S.

GAAP, and that are recorded in a relevant expense caption, must be presented in the same tabular disclosure on an annual, and, when applicable, interim basis.

In addition, the guidance requires entities to disclose selling expenses on an annual and interim basis.

The guidance does not define selling expenses, rather, entities will make their own determination of the composition of selling expenses and disclose the definition on an annual basis.

The guidance is effective for our annual periods beginning in 2027 and interim periods beginning in the first quarter of 2028, 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 Notes to Consolidated Financial Statements.

In December 2023, the FASB issued new guidance that modifies the rules on income tax disclosures.

The guidance requires entities to disclose:

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

Recently Adopted Accounting Standards

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.

The guidance was effective as of March 12, 2020 and the sunset date of the guidance was deferred to December 31, 2024, subject to meeting certain criteria, that have contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.

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

We adopted this guidance starting with our annual period beginning in fiscal year 2024 and will adopt for interim periods beginning in the first quarter of 2025.

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

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

Refer to Note 15.

Segment Information for the enhanced disclosures.

Nuvyyo Acquisition

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We allocated the goodwill to our Other segment.

ION Acquisition

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

("ION") for $ 2.65 billion.

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

broadcast television spectrum.

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

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

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

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

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

To comply with ownership rules of the Federal Communications Commission, we simultaneously divested 23 of ION's television stations for a total consideration of $ 30 million, which were purchased by INYO Broadcast Holdings, LLC upon completion of the acquisition.

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

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

(in thousands)

Total purchase price $ 2,650,000

Cash acquired 14,493

Working capital 57,755

Total transaction gross cash consideration 2,722,248

Proceeds from ION stations divested ( 30,000 )

Total transaction net cash consideration 2,692,248

Cash acquired ( 14,493 )

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

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

(in thousands)

Accounts receivable $ 135,006

Other current assets 25,353

Programming rights 169,027

Property and equipment 122,520

Operating lease right-of-use assets 72,717

Other assets 2,295

Goodwill 1,796,148

Indefinite-lived intangible assets - FCC licenses 424,200

Amortizable intangible assets:

INYO affiliation agreement 422,000

Other affiliation relationships 22,000

Advertiser relationships 143,000

Trade names 72,000

Accounts payable ( 9,674 )

Unearned revenue ( 13,043 )

Accrued expenses ( 15,814 )

Current portion of programming liabilities ( 92,721 )

Other current liabilities ( 24,810 )

Programming liabilities ( 191,837 )

Deferred tax liabilities ( 265,291 )

Operating lease liabilities ( 78,438 )

Other long-term liabilities ( 36,883 )

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

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

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

We allocated the goodwill to our Scripps Networks segment.

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

The goodwill is not deductible for income tax purposes.

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, 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.

The pro forma results do not include efficiencies, cost reductions or synergies expected to result from the acquisition, or retrospective fair value adjustments to the warrant.

The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the acquisition been completed at the beginning of the period.

For the year ended

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

Operating revenues $ 2,290,254

Net income attributable to Scripps shareholders 101,146

Net income per share:

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.

Restructuring Costs and Other Charges and Credits

Restructurings and Reorganizations

Restructuring Costs and Other Transactions

Restructuring and Reorganization

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.

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.

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.

The strategic reorganization, which was substantially completed by the end of the 2024 second quarter, created 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.

On September 27, 2024, we announced plans to significantly reduce Scripps News' national network programming beginning in the fourth quarter of 2024.

As of November 15, 2024, Scripps News was no longer broadcast over the air, although it remained on streaming and digital platforms with weekday live coverage from the field.

These restructuring activities resulted in the elimination of more than 200 jobs during 2024.

Restructuring costs totaled $ 33.5 million and $ 38.6 million in 2024 and 2023, respectively.

Restructuring costs in 2024 attributed to the reduction of Scripps News' national news programming included $ 11.0 million in severance charges and $ 3.2 million of programming losses.

Restructuring costs incurred in 2024 also included $ 4.7 million of severance charges for certain executives that accepted voluntary retirement offers in the fourth quarter and $ 9.7 million in other severance charges associated with the strategic reorganization efforts.

The 2023 costs included a $ 13.6 million first quarter charge related to the write-down of certain programming assets in connection with the shutdown of the TrueReal network.

Restructuring costs in 2023 also included 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

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

Net accruals 25,371 8,154 33,525

Payments ( 22,353 ) ( 6,474 ) ( 28,827 )

( 100 ) ( 3,110 ) ( 3,210 )

Liability as of December 31, 2024 $ 9,653 $ — $ 9,653

(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 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.

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.

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.

The sale generated total net proceeds of $ 225 million and we recognized a pre-tax gain from disposition totaling $ 81.8 million.

Related to our outstanding common stock warrant, we recognized non-cash charges totaling $ 99.1 million in 2021.

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

Following an amendment to the common stock warrant agreement on May 14, 2021, the fair value of the warrant was reclassified to equity and is no longer marked-to-market each reporting period.

Other Transactions

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

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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Non-deductible goodwill impairment — ( 18.6 ) —

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

Excess tax benefits from stock-based compensation 1.5 ( 0.2 ) ( 0.3 )

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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 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, 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.

In July and August 2022, the CHIPS and Science Act, (the “CHIPS Act”), and the Inflation Reduction Act of 2022, (the “IRA”), were signed into law.

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.

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.

We do not expect this to have a material impact if and when share repurchases are resumed.

A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows:

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Decreases in tax positions for prior years ( 217 ) ( 2 ) ( 390 )

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

Increases in tax positions for current year 7,483 257 796

Decreases from lapse in statute of limitations ( 252 ) ( 670 ) ( 173 )

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Total investments $ 8,884 $ 23,265

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

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

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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.

In the fourth quarter of 2024, we recorded a $ 15.0 million non-cash impairment loss for the write-off of our Misfits gaming investment balance.

The measurement of the investment's fair value is a nonrecurring Level 3 measurement (significant unobservable inputs) in the fair value hierarchy.

The gain and loss from these transactions are included within the Miscellaneous, net caption on our Consolidated Statements of Operations.

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

Other than our equity interest in BMI, as of December 31, 2023, we estimate the fair values of our other investments to approximate their carrying values at December 31, 2024 and 2023.

Property and Equipment

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Net property and equipment $ 453,900 $ 455,255

On December 30, 2024, we completed the sale of our San Diego tower sites for cash consideration of $ 20.0 million and recognized a pre-tax gain from disposition of $ 19.2 million.

We reached an agreement on the sale of our West Palm Beach station's building on December 6, 2024, for cash consideration of $ 40.0 million.

This transaction is subject to customary closing conditions, including satisfactory completion of due diligence investigations, and is expected to close in the second quarter of 2025.

We expect to enter into a leasing agreement related to this asset.

We have operating leases for office space, data centers and certain equipment.

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Operating lease costs recognized in our Consolidated Statements of Operations totaled $ 22.8 million, $ 24.5 million and $ 25.9 million in 2024, 2023 and 2022, respectively, including short-term lease costs of $ 6.4 million, $ 3.5 million and $ 1.7 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.

Amortization of the right-of-use asset for our finance leases totaled $ 0.8 million for the years ended December 31, 2024 and 2023 and $ 0.1 million for the year ended December 31, 2022.

Interest expense on the finance leases liability totaled $ 2.2 million, $ 2.1 million and $ 0.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Other information related to our leases was as follows:

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Property and equipment, net 26,663 27,459

Other current liabilities — 426

Other liabilities 31,021 30,146

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Goodwill and Other Intangible Assets

Goodwill by business segment was as follows:

Goodwill by segment was as follows:

(in thousands) Local Media Scripps Networks Other Total

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

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

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

Gross balance as of December 31, 2024 $ 1,122,408 $ 2,028,890 $ 7,190 $ 3,158,488

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Estimated amortization expense of intangible assets for each of the next five years is $ 90.4 million in 2025, $ 86.3 million in 2026, $ 83.2 million in 2027, $ 62.0 million in 2028, $ 62.0 million in 2029 and $ 472.2 million in later years.

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.

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.

We determine the fair value of each reporting unit with consideration to 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.

The weighting or prevalence of these methods in each annual impairment test can be impacted by current market conditions or the relevance of current data.

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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.

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

Upon completing our annual test in the fourth quarter of 2024, we determined that the fair value of our reporting units and FCC licenses exceeded their respective carrying values.

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 exceeded its carrying value by 1.3 %.

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.

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.

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

These factors, coupled with decreases in our market capitalization, provided an indication that the fair value of our Scripps Networks reporting unit may be below its carrying value.

We concluded that the fair value of our Scripps Networks reporting unit did not exceed its carrying value and we recognized $ 952 million in non-cash goodwill impairment charges during 2023.

Long-Term Debt

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Term loan, due in 2028 543,000 551,000

Term loan, due in 2028 551,000 559,000

Total outstanding principal 2,605,307 2,950,919

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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.

Under the terms of the Eighth Amendment, we have a $ 585 million Revolving Credit Facility that 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 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, 2024, there were no borrowings under the Revolving Credit Facility.

The weighted-average interest rate over the periods during which we had a drawn revolver balance in 2024 and 2023 was 8.03 % and 8.20 %, respectively.

As of December 31, 2024 and 2023, we had outstanding letters of credit totaling $ 6.9 million and $ 6.7 million, respectively, under the Revolving Credit Facility.

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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.

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

On May 1, 2019, we issued a $ 765 million term loan B ("2026 term loan") that matures in May 2026.

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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.

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.

The Eighth Amendment contains a covenant to comply with a maximum first lien net leverage ratio.

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.

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The 2027 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature.

There are no registration rights associated with the 2027 Senior Notes.

We incurred approximately $ 10.7 million of deferred financing costs in connection with the issuance of the 2027 Senior Notes, which are being amortized over the life of the notes.

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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.

We may also redeem some or all of the 2031 Senior Notes before January 15, 2026 at a redemption price of 100 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium.

We may redeem some or all of the 2031 Senior Notes before January 15, 2026 at a redemption price of 100 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium.

On or after January 15, 2026 and before January 15, 2029, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement.

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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 expired on March 1, 2023.

Debt Repurchase Transactions

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The redemptions resulted in a gain on extinguishment of debt of $ 7.4 million, for a total gain on extinguishment of debt of $ 8.6 million for the year ended December 31, 2022.

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.

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.

Transaction Support Agreement

On March 10, 2025, we entered into a Transaction Support Agreement (“TSA”) that was reached with certain of the Company’s lenders.

Concurrently, we entered into commitment letters to provide for a new accounts receivable securitization facility and a new revolving credit facility.

The proposed terms for the new revolving credit facility would provide a $ 208 million capacity expiring in July 2027 which will extend and substantially replace a portion of our current $ 585 million revolving credit facility that matures on January 7, 2026, with the remaining committed amount of the existing revolver still available for draw.

The proposed accounts receivable securitization facilities would provide for draws up to a total of $ 450 million.

Portions of the proceeds from the new accounts receivable securitization facility are expected, together with cash on hand, to be used to partially repay the principal balance of our $ 721 million term loan maturing in May 2026 that is not otherwise exchanged for new term loans.

Additionally, consenting lenders holding our term loan due in June 2028 will exchange such holdings for new term loans.

We currently anticipate completion of the transactions, as constructed, in April of 2025.

Following completion of these transactions, our earliest maturing outstanding debt will be the $ 426 million senior notes that are currently due July 15, 2027, subject to springing maturities in certain of our other debt.

The TSA contains certain customary representations, warranties and other agreements by the parties thereto.

Fair Value Measurement

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Accounts payable 13,175 ( 3,536 ) 7,313

Unearned revenue 5,978 ( 6,002 ) ( 3,115 )

Accrued employee compensation and benefits 17,535 15,726 ( 24,080 )

Accrued income taxes ( 2,677 ) 2,976 4,281

Accrued interest ( 623 ) 943 ( 3,886 )

Other accrued liabilities ( 6,902 ) ( 13,509 ) 4,991

Unearned revenue ( 6,002 ) ( 3,115 ) ( 7,080 )

Other, net ( 2,199 ) 2,200 ( 82 )

Total $ 58,898 $ ( 16,275 ) $ ( 35,800 )

The following table reconciles cash and cash equivalents and restricted cash in the Consolidated Balance Sheets to cash, cash equivalents and restricted cash per the Consolidated Statements of Cash Flows.

As of December 31,

(in thousands) 2023 2022 2021

Cash and cash equivalents $ 35,319 $ 18,027 $ 66,223

Restricted cash — — 34,257

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

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 $ 13 $ 3,109 $ ( 8,669 )

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.

In addition to the amounts summarized above, amortization of actuarial losses related to our SERPs recognized through other comprehensive income was $ 0.2 million in 2024, $ 0.1 million in 2023 and $ 0.3 million in 2022.

We recognized actuarial gains for our SERPs of $ 0.2 million in 2024 and $ 3.6 million in 2022 and an actuarial loss of $ 0.5 million in 2023.

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

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Prior service cost 316 334 — —

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

During 2024, a net actuarial gain 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.

The recognized actuarial gains/losses are recorded in accumulated other comprehensive income (loss) and are reflected in the table above.

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Common/collective trust funds 192,571 212,012

Cash equivalents 2,782 2,632

Receivables for investment sold 2,716 2,782

Fair value of plan assets $ 355,180 $ 387,429

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Segment Information

We determine our business segments based upon our management and internal reporting structure, as well as the basis that our chief operating decision maker makes resource allocation decisions.

We determine our operating 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 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 seven CW affiliates - four on full power stations and three on multicast;

seven independent stations and 10 additional low power stations.

We also have 11 independent stations and 10 additional low power stations.

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.

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

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

These operations earn revenue primarily through the sale of advertising.