E.W. SCRIPPS Co 10-K

Item 9A. Controls and Procedures The Controls and Procedures required by this item are filed as part of this Form 10-K. See Index to Consolidated Financial Statement Information at page F-1 of this Form 10-K. Item 9B. Other Information None of our directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(a) of Regulation S-K) during the quarter ended December 31, 2024. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. PART III Item 10. Directors, Executive Officers and Corporate Governance Information regarding executive officers is included in Part I of this Form 10-K as permitted by General Instruction G(3). Information required by Item 10 of Form 10-K relating to directors is incorporated by reference to the material captioned “Election of Directors” in our definitive proxy statement for the Annual Meeting of Shareholders (“Proxy Statement”). Information regarding Section 16(a) compliance is incorporated by reference to the material captioned “Delinquent Section 16(a) Reports” in the Proxy Statement. We have adopted a code of conduct that applies to all employees, officers and directors of Scripps. We also have a code of ethics for the CEO and Senior Financial Officers that meets the requirements of Item 406 of Regulation S-K and the NASDAQ listing standards. Copies of our codes of ethics are posted on our website at http://www.scripps.com. Information regarding our audit committee financial expert is incorporated by reference to the material captioned “Corporate Governance” in the Proxy Statement. The Proxy Statement will be filed with the Securities and Exchange Commission in connection with our 2025 Annual Meeting of Shareholders. Item 11. Executive Compensation 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by Item 12 of Form 10-K is incorporated by reference to the material captioned “Report on the Security Ownership of Certain Beneficial Owners,” “Report on the Security Ownership of Management,” and “Equity Compensation Plan Information” in the Proxy Statement. Item 13. 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 “Related Party Transactions” in the Proxy Statement. Item 14. Principal Accounting Fees and Services The information required by Item 14 of Form 10-K is incorporated by reference to the material captioned “Report of the Audit Committee of the Board of Directors” in the Proxy Statement. 25 PART IV Item 15. Exhibits and Financial Statement Schedules Documents filed as part of this report: (a) The Consolidated Financial Statements of The E.W. Scripps Company are filed as part of this Form 10-K. See Index to Consolidated Financial Statement Information at page F-1. 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. (b) There are no supplemental schedules that are required to be filed as part of this Form 10-K. (c) An exhibit index required by this item appears below. 26 Exhibit Number Exhibit Description Form File Number Exhibit Report Date 2.01 Agreement and Plan of Merger by and among The E.W. Scripps Company, Scripps Media, Inc., Scripps Faraday, Inc., ION Media Networks, Inc., and BD ION Equityholder Rep LLC, dated September 23, 2020 8-K/A 001-10701 2.1 9/23/2020 3.01 Amended Articles of Incorporation of The E.W. Scripps Company 10-Q 001-10701 3.05 3/31/2023 3.02 Amended and Restated Code of Regulations of The E.W. Scripps Company 8-K 000-16914 10.02 5/10/2007 4.01 Warrant Agreement dated January 7, 2021, by and between The E.W. Scripps Company and Berkshire Hathaway, Inc. 8-K 001-10701 4.1 1/4/2021 4.02 First Amendment to Warrant Agreement dated as of May 14, 2021 8-K 001-10701 4.2 5/14/2021 4.03 Description of Capital Stock of Scripps 10-Q 001-10701 4.03 3/31/2023 10.01 The E.W. Scripps Company 2023 Long-Term Incentive Plan 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 8-K 000-16914 10.03B 2/9/2005 10.04 The E.W. Scripps Company Executive Annual Incentive Plan 10-K 001-10701 10.04 12/31/2019 10.05 Scripps Executive Severance and Change in Control Plan (Effective as of February 25, 2020) 10-K 001-10701 10.05 12/31/2022 10.06 Second Amended and Restated Scripps Family Agreement SC 13D/A 005-43473 99.1 4/5/2021 10.07 1997 Deferred Compensation and Stock Plan for Directors, as amended 8-K 000-16914 10.61 5/8/2008 10.08 Scripps Supplemental Executive Retirement Plan as Amended and Restated effective February 23, 2015 10-Q 000-16914 10.10 9/30/2017 10.09 Employment Agreement between the Company and Adam P. Symson 8-K 001-10701 10.1 8/2/2022 10.10 Scripps Executive Deferred Compensation Plan, Amended and Restated as of February 23, 2015 10-Q 000-16914 10.14 9/30/2017 10.11 The E.W. 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 8-K 001-10701 10.2 8/2/2022 10.15 CEO Time-Based Restricted Share Unit Agreement 8-K 001-10701 10.3 8/2/2022 10.16 Third Amended and Restated Credit Agreement dated as of April 28, 2017 (as amended by the First Amendment, dated as of October 2, 2017, the Second Amendment, dated as of April 3, 2018, the Third Amendment, dated as of November 20, 2018 and the Fourth Amendment, dated as of May 1, 2019, the Fifth Amendment, dated as of December 18, 2019, the Sixth Amendment, dated as of January 7, 2021, the Seventh Amendment, dated as of March 7, 2023 and the Eighth Amendment, dated as of July 31, 2023) 10-Q 001-10701 10.1 6/30/2023 10.17 Indenture dated as of July 26, 2019 8-K 001-10701 10.1 7/26/2019 10.18 Secured Senior Notes Indenture dated as of December 30, 2020 8-K 001-10701 10.1 12/30/2020 10.19 Unsecured Senior Notes Indenture dated as of December 30, 2020 8-K 001-10701 10.2 12/30/2020 10.20 Securities Purchase Agreement, by and between The E.W. Scripps Company and Berkshire Hathaway, Inc., dated September 23, 2020 8-K 001-10701 10.1 9/23/2020 10.21 Registration Rights Agreement dated January 7, 2021, by and between The E.W. Scripps Company and Berkshire Hathaway, Inc. 8-K 001-10701 10.3 1/4/2021 14 The E.W. Scripps Company Code of Business Conduct and Ethics for the Chief Executive Officer and Senior Financial Officers 10-K 001-10701 14 12/31/2022 19 The E.W. Scripps Insider Trading Policy 10-K 001-10701 19 12/31/2023 21 Subsidiaries of the Company * 23 Consent of Independent Registered Public Accounting Firm * 31(a) Section 302 Certifications * 31(b) Section 302 Certifications * 32(a) Section 906 Certifications * 32(b) Section 906 Certifications * 97 The E.W. 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 * 101.SCH Inline XBRL Taxonomy Extension Schema Document * 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document * 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document * 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101) * * - As filed herewith 27 Item 16. Form 10-K Summary None. 28 Signatures 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. THE E. W. SCRIPPS COMPANY Dated: March 12, 2025 By: /s/ Adam P. Symson Adam P. Symson 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 March 12, 2025. Signature Title /s/ Adam P. Symson President and Chief Executive Officer Adam P. Symson (Principal Executive Officer) /s/ Jason Combs Chief Financial Officer Jason Combs (Principal Financial Officer) /s/ Daniel W. Perschke Senior Vice President, Controller Daniel W. Perschke (Principal Accounting Officer) /s/ Marcellus W. Alexander, Jr. Director Marcellus W. Alexander, Jr. /s/ Charles L. Barmonde Director Charles L. Barmonde /s/ Kelly P. Conlin Director Kelly P. Conlin /s/ Nishat Mehta Director Nishat Mehta /s/ John W. Hayden Director John W. Hayden /s/ Burton Jablin Director Burton Jablin /s/ Raymundo H. Granado Director Raymundo H. Granado /s/ Leigh Radford Director Leigh Radford /s/ Monica O. Holcomb Director Monica O. Holcomb /s/ Kim Williams Chair of the Board of Directors Kim Williams 29 The E.W. Scripps Company Index to Consolidated Financial Statement Information Item No. Page 1. Management’s Discussion and Analysis of Financial Condition and Results of Operations F- 2 2. Quantitative and Qualitative Disclosures About Market Risk F- 15 3. Controls and Procedures (Including Management’s Report on Internal Control Over Financial Reporting) F- 15 4. Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F- 17 5. Consolidated Balance Sheets F- 20 6. Consolidated Statements of Operations F- 21 7. Consolidated Statements of Comprehensive Income (Loss) F- 22 8. Consolidated Statements of Cash Flows F- 23 9. Consolidated Statements of Equity F- 24 10. Notes to Consolidated Financial Statements F- 25 F-1 Management’s Discussion and Analysis of Financial Condition and Results of Operations The Consolidated Financial Statements and Notes to Consolidated Financial Statements are the basis for our discussion and analysis of financial condition and results of operations. You should read this discussion in conjunction with those financial statements. This section of the Form 10-K omits discussion of year-to-year comparisons between 2023 and 2022, which may be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our 2023 Form 10-K. Forward-Looking Statements 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 The E.W. 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 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 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 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. Currently, one in three non pay-TV homes is watching television over the air alongside their streaming subscription services, and as cord-cutting and streaming service price increases continue, over-the-air channels will be an important part of television viewers' choices. To that end, Scripps continues efforts to broaden antenna use even more and is working with key partners in retail, manufacturing and antenna installation to help television owners understand the quality and quantity of programming available over the air and the ease of antenna use. 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 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. F-2 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. F-3 Results of Operations 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 Consolidated results of operations were as follows: For the years ended December 31, (in thousands) 2024 Change 2023 Change 2022 Operating revenues $ 2,509,772 9.5 % $ 2,292,912 (6.5) % $ 2,453,215 Cost of revenues, excluding depreciation and amortization (1,320,774) 2.9 % (1,283,324) 4.0 % (1,233,769) Selling, general and administrative expenses, excluding depreciation and amortization (606,178) (1.4) % (614,769) (1.3) % (623,161) Acquisition and related integration costs — — (1,642) Restructuring costs (33,525) (38,612) — Depreciation and amortization of intangible assets (155,228) (155,105) (160,433) Impairment of goodwill — (952,000) — Gains (losses), net on disposal of property and equipment 18,424 (2,344) (5,866) Operating income (loss) 412,491 (753,242) 428,344 Interest expense (210,344) (213,512) (161,130) 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 operations before income taxes 209,981 (967,511) 276,463 Benefit (provision) for income taxes (63,763) 19,727 (80,561) Net income (loss) $ 146,218 $ (947,784) $ 195,902 2024 compared with 2023 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. 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 $8.6 million or 1.4% in 2024 compared to 2023, primarily driven by lower marketing and promotion costs. F-4 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. 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. The comparability of our year-over-year effective tax rate was affected by an $855 million non-deductible expense related to the write-down of Scripps Networks goodwill in 2023. Differences between our effective income tax rate and the U.S. federal statutory rate are due to the impact of state taxes, foreign taxes, non-deductible expenses, changes in reserves for uncertain tax positions, excess tax benefits or expense from the exercise and vesting of share-based compensation awards ($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. F-5 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. 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 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 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 our operating performance and a reconciliation of such information to the Consolidated Financial Statements is as follows: For the years ended December 31, (in thousands) 2024 Change 2023 Change 2022 Segment operating revenues: Local Media $ 1,674,318 19.7 % $ 1,398,230 (6.4) % $ 1,494,357 Scripps Networks 835,809 (6.4) % 893,234 (7.1) % 961,242 Other 18,706 (3.6) % 19,397 32.6 % 14,628 Intersegment eliminations (19,061) 6.2 % (17,949) 5.5 % (17,012) Total operating revenues $ 2,509,772 9.5 % $ 2,292,912 (6.5) % $ 2,453,215 Segment profit (loss): Local Media $ 513,218 78.5 % $ 287,439 (25.6) % $ 386,369 Scripps Networks 190,175 (15.8) % 225,785 (27.2) % 310,336 Other (31,632) 19.6 % (26,451) 45.8 % (18,140) Shared services and corporate (88,941) (3.3) % (91,954) 11.8 % (82,280) Acquisition and related integration costs — — (1,642) Restructuring costs (33,525) (38,612) — Depreciation and amortization of intangible assets (155,228) (155,105) (160,433) Impairment of goodwill — (952,000) — Gains (losses), net on disposal of property and equipment 18,424 (2,344) (5,866) Interest expense (210,344) (213,512) (161,130) 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 operations before income taxes $ 209,981 $ (967,511) $ 276,463 F-6 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 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. National television networks offer affiliates a variety of programming and sell the majority of advertising within those programs. In addition to network programs, we broadcast internally produced local and national programs, syndicated programs, sporting events and other programs of interest in each station's market. News is the primary focus of our locally-produced programming. The operating performance of our Local Media group is most affected by local and national economic conditions, particularly conditions within the services and automotive categories, and by the volume of advertising purchased by campaigns for elective office and political issues. The demand for political advertising is significantly higher in the third and fourth quarters of even-numbered years. Operating results for our Local Media segment were as follows: For the years ended December 31, (in thousands) 2024 Change 2023 Change 2022 Segment operating revenues: Core advertising $ 552,253 (7.8) % $ 598,824 (4.4) % $ 626,095 Political 342,889 32,913 (83.4) % 198,519 Distribution 764,083 1.6 % 752,329 14.8 % 655,499 Other 15,093 6.6 % 14,164 (0.6) % 14,244 Total operating revenues 1,674,318 19.7 % 1,398,230 (6.4) % 1,494,357 Segment costs and expenses: Employee compensation and benefits 437,345 0.3 % 435,916 2.4 % 425,840 Programming 521,615 5.7 % 493,578 2.5 % 481,712 Other expenses 202,140 11.5 % 181,297 (9.5) % 200,436 Total costs and expenses 1,161,100 4.5 % 1,110,791 0.3 % 1,107,988 Segment profit $ 513,218 78.5 % $ 287,439 (25.6) % $ 386,369 2024 compared with 2023 Revenues 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 $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 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 F-7 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/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. Operating results for our Scripps Networks segment were as follows: For the years ended December 31, (in thousands) 2024 Change 2023 Change 2022 Total operating revenues $ 835,809 (6.4) % $ 893,234 (7.1) % $ 961,242 Segment costs and expenses: Employee compensation and benefits 120,862 (3.1) % 124,669 3.7 % 120,202 Programming 354,281 (1.8) % 360,684 5.2 % 342,835 Other expenses 170,491 (6.4) % 182,096 (3.1) % 187,869 Total costs and expenses 645,634 (3.3) % 667,449 2.5 % 650,906 Segment profit $ 190,175 (15.8) % $ 225,785 (27.2) % $ 310,336 2024 compared with 2023 Revenues Scripps Networks revenues, which are primarily comprised of advertising revenues, decreased $57.4 million or 6.4% in 2024 compared to 2023. 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. 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 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. The programmatic product we started sunsetting in the second quarter of 2023 decreased other expenses 7.8% year-over-year. F-8 Shared services and corporate 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 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 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. Shared services and corporate expenses were $88.9 million in 2024 and $92.0 million in 2023. Liquidity and Capital Resources Our primary source of liquidity is our available cash and borrowing capacity under our revolving credit facility. 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 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. Cash Flows For the years ended December 31, (in thousands) 2024 2023 Net cash provided by operating activities $ 365,680 $ 111,604 Net cash used in investing activities (26,536) (60,606) Net cash used in financing activities (350,611) (33,706) Increase (decrease) in cash and cash equivalents $ (11,467) $ 17,292 Cash flows from operating activities 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. Cash flows from financing activities Cash used in financing activities was $351 million in 2024 compared to $33.7 million in 2023. 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. F-9 Debt 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. 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. As of December 31, 2024, we also have $1.3 billion of senior notes outstanding. Senior secured notes totaling $523 million bear interest at a rate of 3.875% per annum and mature on January 15, 2029. Senior unsecured notes have a total outstanding principal balance of $818 million. 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. 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. 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 Our term loans and notes do not have maintenance covenants. The earliest maturity of our term loans and notes is the second quarter of 2026. 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. The maximum leverage covenant steps down to 4.75 times through September 30, 2025, and then steps down to 4.50 times thereafter. Debt Repurchase Program In February 2023, our Board of Directors provided a new debt repurchase authorization, pursuant to which we may reduce, through redemptions or open market purchases and retirement, a combination of the outstanding principal balance of our senior secured and senior unsecured notes. The authorization permits an aggregate principal amount reduction of up to $500 million and expires on March 1, 2026. Equity 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 F-10 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. Under the terms of the preferred shares, we are prohibited from paying dividends on and repurchasing our common shares until all preferred shares are redeemed. Contractual Obligations The following table summarizes contractual cash obligations as of December 31, 2024: Less than Years Years Over (in thousands) 1 Year 2 & 3 4 & 5 5 Years Total Long-term debt: (a) Principal amounts $ 15,612 $ 1,155,268 $ 1,042,356 $ 392,071 $ 2,605,307 Interest on debt 157,059 216,695 64,005 21,940 459,699 Undeclared and unpaid preferred stock dividends (b) — — — 55,850 55,850 Programming: (c) Program licenses, network affiliations and other programming commitments 837,315 735,916 162,638 17,361 1,753,230 Employee compensation and benefits: Deferred compensation and other post-employment benefits 4,721 5,049 5,004 18,421 33,195 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 (a) — Refer to Note 10. Long-Term Debt of the Notes to Consolidated Financial Statements (Part II, Item 8 of this Form 10-K). Interest amounts included in the table may differ from amounts actually paid due to changes in SOFR. 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. (c) — Program licenses and sports programming rights fees generally require payments over the terms of the agreements. Sports programming commitments totaled $217 million in aggregate as of December 31, 2024. Licensed programming includes both programs that have been delivered and are available for telecast and programs that have not yet been produced. It also includes payments for our broadcast television station network affiliation agreements and Scripps Networks carriage agreements with local television broadcasters. If the programs are not produced, our commitments would generally expire without obligation. Fixed fee amounts payable under our network affiliation and carriage agreements are also included. 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. We expect our employment and talent contracts will be renewed or replaced with similar agreements upon their expiration. Amounts due under the contracts, assuming the contracts are not terminated prior to their expiration, are included in the contractual obligations table. F-11 (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. Actual funding requirements may differ from amounts presented due to changes in discount rates, returns on plan assets or pension funding regulations that are in effect at the time. Payments for the SERPs have been estimated over a ten-year period. Accordingly, the amounts in the "over 5 years" column include estimated payments for the periods of 2030-2034. 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. (f) — Refer to Note 8. Leases of the Notes to Consolidated Financial Statements (Part II, Item 8 of this Form 10-K). (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. We may also enter into contracts with certain vendors and suppliers. These contracts typically do not require the purchase of fixed or minimum quantities and generally may be terminated at any time without penalty. Included in the table are purchase orders placed as of December 31, 2024. The table does not include any reserves for income taxes recognized because we are unable to reasonably predict the ultimate amount or timing of settlement of our reserves for income taxes. As of December 31, 2024, our reserves for income taxes totaled $32.5 million, which is reflected as a long-term liability in our Consolidated Balance Sheet. Critical Accounting Policies and Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make a variety of decisions that affect reported amounts and related disclosures, including the selection of appropriate accounting principles and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience, actuarial studies and other assumptions. We are committed to incorporating accounting principles, assumptions and estimates that promote the representational faithfulness, verifiability, neutrality and transparency of the accounting information included in the financial statements. Note 1 to our Consolidated Financial Statements describes the significant accounting policies we have selected for use in the preparation of our financial statements and related disclosures. We believe the following to be the most critical accounting policies, estimates and assumptions affecting our reported amounts and related disclosures. Goodwill and Other Indefinite-Lived Intangible Assets — Goodwill for each reporting unit must be tested for impairment on an annual basis or when events occur or circumstances change that would indicate the fair value of a reporting unit is below its carrying value. If the fair value of the reporting unit is less than its carrying value, we would be required to record an impairment charge. The following is goodwill by reportable segment as of December 31, 2024: (in thousands) Local Media $ 905,494 Scripps Networks 1,055,890 Other 7,190 Total goodwill $ 1,968,574 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 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 F-12 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. The GPC method relies upon valuation multiples derived from stock prices and operating values of publicly traded companies that are comparable to our reporting units. These multiples are then used to develop an estimate of value for the respective reporting unit. The valuation multiples applied are based on the operating values of the guideline companies divided by EBITDA. The EBITDA financial measure reflects the mature business stage of our reporting units. The estimated operating value determined by applying EBITDA to the selected multiple is then increased by a control premium factor derived from historical control premium indicators from industry transactions. The guideline transactions method is based on valuation multiples derived from actual transactions for public and private companies comparable to our reporting units. Similar to the GPC method, these multiples are then used to develop an estimate of value for the respective reporting unit. When evaluating the respective transactions to include in this valuation method, we consider the acquirer and target companies involved, the date of the transactions, and the business description, size and financial condition of the companies, among other factors. Upon completing our annual test in the fourth quarter of 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. While we believe the estimates and judgments used in determining the fair values were appropriate, these estimates of fair value assume certain levels of growth for the business, which, if not achieved, could impact the fair value and possibly result in an impairment of the goodwill in future periods. For example, a 50 basis point increase in the discount rate would reduce the fair value of the Scripps Networks reporting unit by approximately $110 million. We have determined that our FCC licenses are indefinite lived assets and not subject to amortization. At December 31, 2024, the carrying value of our television FCC licenses was $779 million, which are tested for impairment annually, or more frequently if events or changes in circumstances indicate that they might be impaired. We compare the estimated fair value of each individual FCC license to its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized. Fair value is estimated for our FCC licenses using a method referred to as the “Greenfield Approach.” This approach uses a discounted cash flow model that incorporates multiple assumptions relating to the future prospects of each individual FCC license, including market revenues, long-term growth projections, and estimated cash flows based on market size and station type. The fair value of the FCC license is sensitive to each of the assumptions used in the Greenfield Approach and a change in any individual assumption could result in the fair value being less than the carrying value of the asset and an impairment charge being recorded. For example, a 50 basis point increase in the discount rate would reduce the aggregate fair value of the FCC licenses by approximately $140 million and any resulting impairment charge would be less than $1.0 million. Pension Plans — We sponsor a noncontributory defined benefit pension plan as well as non-qualified Supplemental Executive Retirement Plans ("SERPs"). Both the defined benefit plan and the SERPs have frozen the accrual of future benefits. The measurement of our pension obligation and related expense is dependent on a variety of estimates, including: discount rates; expected long-term rate of return on plan assets; 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. In accordance with accounting principles, we record the effects of these modifications currently or amortize them over future periods. We consider the most critical of our pension estimates to be our discount rate and the expected long-term rate of return on plan assets. The assumptions used in accounting for our defined benefit pension plan for 2024 and 2023 are as follows: 2024 2023 Discount rate for expense 5.18 % 5.47 % Discount rate for obligation 5.67 % 5.18 % Long-term rate of return on plan assets for expense 5.50 % 5.50 % F-13 The discount rate used to determine our future pension obligation is based upon a dedicated bond portfolio approach that includes securities rated Aa or better with maturities matching our expected benefit payments from the plans. The rate is determined each year at the plan measurement date and affects the succeeding year’s pension cost. Discount rates can change from year to year based on economic conditions that impact corporate bond yields. A 50 basis point increase or decrease in the discount rate would decrease or increase our pension obligation as of December 31, 2024 by approximately $19.2 million and decrease or increase 2025 pension expense by approximately $0.8 million. Under our asset allocation strategy, approximately 55% of plan assets are invested in a portfolio of fixed income securities with a duration approximately that of the projected payment of benefit obligations. The remaining 45% of plan assets are invested in equity securities and other return-seeking assets. The expected long-term rate of return on plan assets is based primarily upon the target asset allocation for plan assets and capital markets forecasts for each asset class employed. A decrease in the expected rate of return on plan assets increases pension expense. A 50 basis point change in the 2025 expected long-term rate of return on plan assets would increase or decrease our 2025 pension expense by approximately $2.0 million. We had unrecognized accumulated other comprehensive loss related to net actuarial losses for our pension plan and SERPs of $99.3 million at December 31, 2024. Unrealized actuarial gains and losses result from deferred recognition of differences between our actuarial assumptions and actual results. In 2024, we had an actuarial gain of $0.2 million. Recent Accounting Guidance Refer to Note 2. Recently Adopted and Issued Accounting Standards of the Notes to Consolidated Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion. F-14 Quantitative and Qualitative Disclosures about Market Risk Earnings and cash flow can be affected by, among other things, economic conditions and interest rate changes. We are also exposed to changes in the market value of our investments. Our objectives in managing interest rate risk are to limit the impact of interest rate changes on our earnings and cash flows, and to reduce overall borrowing costs. We may use derivative financial instruments to modify exposure to risks from fluctuations in interest rates. In accordance with our policy, we do not use derivative instruments unless there is an underlying exposure, and we do not hold or enter into financial instruments for speculative trading purposes. We are subject to interest rate risk associated with our credit agreement, as borrowings bear interest at the secured overnight financing rate ("SOFR") plus respective fixed margin spreads or spreads determined relative to our Company’s leverage ratio. Accordingly, the interest we pay on our borrowings is dependent on interest rate conditions and the timing of our financing needs. A 100 basis point increase in SOFR would increase annual interest expense on our variable rate borrowings by approximately $12.6 million. The following table presents additional information about market-risk-sensitive financial instruments: As of December 31, 2024 As of December 31, 2023 (in thousands) Cost Basis Fair Value Cost Basis Fair Value Financial instruments subject to interest rate risk: Revolving credit facility $ — $ — $ 330,000 $ 330,000 Senior secured notes, due in 2029 523,356 384,667 523,356 463,170 Senior unsecured notes, due in 2027 425,667 343,726 425,667 378,843 Senior unsecured notes, due in 2031 392,071 199,956 392,071 286,212 Term loan, due in 2026 721,213 701,380 728,825 727,914 Term loan, due in 2028 543,000 483,270 551,000 546,179 Long-term debt, including current portion $ 2,605,307 $ 2,112,999 $ 2,950,919 $ 2,732,318 Financial instruments subject to market value risk: Investments held at cost $ 6,353 (a) $ 21,169 (a) (a) Includes securities that do not trade in public markets, thus the securities do not have readily determinable fair values. On February 9, 2024, following the completed sale of Broadcast Music, Inc. ("BMI") to New Mountain Capital, we received $18.1 million in pre-tax cash proceeds for our equity ownership in BMI. We did not have any carrying value associated with our BMI investment. Other than our equity interest in BMI, 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 Evaluation of Disclosure Controls and Procedures The effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) was evaluated as of the date of the financial statements. This evaluation was carried out under the supervision of and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures are effective. There were no changes to the Company's internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. F-15 Management’s Report on Internal Control Over Financial Reporting Scripps’ management is responsible for establishing and maintaining adequate internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s internal control over financial reporting includes those policies and procedures that: 1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; 2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors of the Company; and 3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error, collusion and the improper overriding of controls by management. Accordingly, even effective internal control can only provide reasonable, but not absolute assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time. As required by Section 404 of the Sarbanes Oxley Act of 2002, management assessed the effectiveness of The E.W. Scripps Company and subsidiaries' (the “Company”) internal control over financial reporting as of December 31, 2024. Management’s assessment is based on the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon our assessment, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2024. The Company’s independent registered public accounting firm has issued an attestation report on our internal control over financial reporting as of December 31, 2024. This report appears on page F-19. Date: March 12, 2025 BY: /s/ Adam P. Symson Adam P. Symson President and Chief Executive Officer /s/ Jason Combs Jason Combs Chief Financial Officer F-16 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of The E.W. Scripps Company Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of The E.W. Scripps Company and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), cash flows and equity, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). 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, 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 These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of Scripps Networks’ Goodwill — Refer to Note 9 to the financial statements Critical Audit Matter Description 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 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. The market approach requires use of market price data of guideline public companies to estimate the fair value of the reporting unit. Changes in these assumptions could result in significantly different estimates of the fair values. Management 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. F-17 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, 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, long-term growth rate, and valuation multiples. • 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. ◦ Underlying analysis detailing business strategies and growth plans, including consideration of the current economic environment. ◦ Internal communications to management and the Board of Directors. ◦ Forecasted information included in analyst and industry reports for the Company and certain of its peer companies. • With the assistance of our fair value specialists, we evaluated the discount rate, long-term growth rate and valuation multiples selected by: ◦ Testing the underlying source information and the mathematical accuracy of the calculations. ◦ Developing a range of independent estimates for the discount rate and comparing those to the rate selected by management. ◦ 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 March 12, 2025 We have served as the Company’s auditor since at least 1959; however, an earlier year could not be reliably determined. F-18 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of The E.W. Scripps Company Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of The E.W. Scripps Company and subsidiaries (the “Company”) 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 (COSO). 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, 2024, of the Company and our report dated March 12, 2025, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Cincinnati, Ohio March 12, 2025 F-19 The E.W. Scripps Company Consolidated Balance Sheets As of December 31, (in thousands, except share data) 2024 2023 Assets Current assets: Cash and cash equivalents $ 23,852 $ 35,319 Accounts receivable (less allowances — $ 7,449 and $ 5,041 ) 568,193 610,541 Miscellaneous 37,970 30,233 Total current assets 630,015 676,093 Investments 8,884 23,265 Property and equipment 453,900 455,255 Operating lease right-of-use assets 90,136 99,194 Goodwill 1,968,574 1,968,574 Other intangible assets 1,635,488 1,727,178 Programming 402,459 449,943 Miscellaneous 9,119 10,618 Total Assets $ 5,198,575 $ 5,410,120 Liabilities and Equity Current liabilities: Accounts payable $ 100,669 $ 76,383 Unearned revenue 18,159 12,181 Current portion of long-term debt 15,612 15,612 Accrued liabilities: Employee compensation and benefits 81,462 60,869 Accrued income taxes 33,179 35,856 Programming liability 140,502 171,860 Accrued interest 31,407 32,030 Miscellaneous 35,811 43,934 Other current liabilities 25,593 29,094 Total current liabilities 482,394 477,819 Long-term debt (less current portion) 2,560,560 2,896,824 Deferred income taxes 293,634 307,399 Operating lease liabilities 79,399 87,714 Other liabilities (less current portion) 464,574 484,181 Commitments and contingencies (Note 16) Equity: Preferred stock, $ 0.01 par — authorized: 25,000,000 shares; none outstanding — — Preferred stock — Series A, $ 100,000 par; 6,000 shares issued and outstanding (redemption value of $ 688,309 at December 31, 2024) 416,854 414,549 Common stock, $ 0.01 par: Class A — authorized: 240,000,000 shares; issued and outstanding: 2024 - 74,694,541 shares; 2023 - 72,843,881 shares 747 729 Voting — authorized: 60,000,000 shares; issued and outstanding: 2024 - 11,932,722 shares; 2023- 11,932,722 shares 119 119 Total preferred and common stock 417,720 415,397 Additional paid-in capital 1,451,604 1,438,518 Accumulated deficit ( 476,004 ) ( 622,222 ) Accumulated other comprehensive loss, net of income taxes ( 75,306 ) ( 75,510 ) Total equity 1,318,014 1,156,183 Total Liabilities and Equity $ 5,198,575 $ 5,410,120 See Notes to Consolidated Financial Statements. F-20 The E.W. Scripps Company Consolidated Statements of Operations For the years ended December 31, (in thousands, except per share data) 2024 2023 2022 Operating Revenues: Advertising $ 1,692,714 $ 1,477,999 $ 1,757,389 Distribution 784,573 779,217 660,317 Other 32,485 35,696 35,509 Total operating revenues 2,509,772 2,292,912 2,453,215 Operating Expenses: Cost of revenues, excluding depreciation and amortization 1,320,774 1,283,324 1,233,769 Selling, general and administrative expenses, excluding depreciation and amortization 606,178 614,769 623,161 Acquisition and related integration costs — — 1,642 Restructuring costs 33,525 38,612 — Depreciation 61,992 60,725 61,943 Amortization of intangible assets 93,236 94,380 98,490 Impairment of goodwill — 952,000 — Losses (gains), net on disposal of property and equipment ( 18,424 ) 2,344 5,866 Total operating expenses 2,097,281 3,046,154 2,024,871 Operating income (loss) 412,491 ( 753,242 ) 428,344 Interest expense ( 210,344 ) ( 213,512 ) ( 161,130 ) 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 operations before income taxes 209,981 ( 967,511 ) 276,463 Provision (benefit) for income taxes 63,763 ( 19,727 ) 80,561 Net income (loss) 146,218 ( 947,784 ) 195,902 Preferred stock dividends ( 58,615 ) ( 50,305 ) ( 50,305 ) Net income (loss) attributable to the shareholders of The E.W. Scripps Company $ 87,603 $ ( 998,089 ) $ 145,597 Net income (loss) per basic share of common stock attributable to the shareholders of The E.W. Scripps Company $ 1.01 $ ( 11.84 ) $ 1.71 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 Weighted average shares outstanding: Basic 85,738 84,266 83,220 Diluted 86,067 84,266 87,346 See Notes to Consolidated Financial Statements. F-21 The E.W. Scripps Company Consolidated Statements of Comprehensive Income (Loss) For the years ended December 31, (in thousands) 2024 2023 2022 Net income (loss) $ 146,218 $ ( 947,784 ) $ 195,902 Changes in defined benefit pension plans, net of tax of $ 93 , $ 658 , and $( 1,158 ) 290 2,080 ( 3,614 ) Other, net of tax of $( 28 ), $( 38 ) and $ 17 ( 86 ) ( 119 ) 52 Total comprehensive income (loss) attributable to preferred and common stockholders $ 146,422 $ ( 945,823 ) $ 192,340 See Notes to Consolidated Financial Statements. F-22 The E.W. Scripps Company Consolidated Statements of Cash Flows For the years ended December 31, (in thousands) 2024 2023 2022 Cash Flows from Operating Activities: Net income (loss) $ 146,218 $ ( 947,784 ) $ 195,902 Adjustments to reconcile net income (loss) to net cash flows from operating activities: Depreciation and amortization 155,228 155,105 160,433 Impairment of goodwill — 952,000 — Losses (gains), net on disposal of property and equipment ( 18,424 ) 2,344 5,866 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 Stock and deferred compensation plans 17,992 25,631 19,461 Pension contributions, net of income/expense ( 2,052 ) ( 2,107 ) ( 29,196 ) Other changes in certain working capital accounts, net 58,898 ( 16,275 ) ( 35,800 ) Miscellaneous, net 12,999 11,959 17,575 Net cash provided by operating activities 365,680 111,604 311,423 Cash Flows from Investing Activities: Acquisitions, net of cash acquired — — ( 13,797 ) Additions to property and equipment ( 65,256 ) ( 59,627 ) ( 45,792 ) 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 ( 26,536 ) ( 60,606 ) ( 66,393 ) Cash Flows from Financing Activities: Net borrowings (payments) under revolving credit facility ( 330,000 ) 330,000 — Payments on long-term debt ( 15,612 ) ( 299,862 ) ( 278,095 ) Dividends paid on preferred stock — ( 48,000 ) ( 48,000 ) Tax payments related to shares withheld for vested stock and RSUs ( 1,882 ) ( 4,955 ) ( 8,872 ) Miscellaneous, net ( 3,117 ) ( 10,889 ) 7,484 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 ) Cash, cash equivalents and restricted cash: Beginning of year 35,319 18,027 100,480 End of year $ 23,852 $ 35,319 $ 18,027 Supplemental Cash Flow Disclosures Interest paid $ 195,856 $ 195,832 $ 150,796 Income taxes paid $ 71,811 $ 31,121 $ 61,744 Non-cash investing and financing information Accrued capital expenditures $ 5,351 $ 5,130 $ 2,254 See Notes to Consolidated Financial Statements. F-23 The E.W. Scripps Company Consolidated Statements of Equity (in thousands, except share data) Preferred Stock Common Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) ("AOCI") Total Equity As of December 31, 2021 $ 409,939 $ 826 $ 1,428,460 $ 205,118 $ ( 73,909 ) $ 1,970,434 Comprehensive income (loss) — — — 195,902 ( 3,562 ) 192,340 Preferred stock dividends: $ 8,000 per share, $ 2,305 of issuance costs accretion 2,305 — — ( 50,305 ) — ( 48,000 ) Compensation plans: 1,003,328 net shares issued * — 10 16,041 — — 16,051 As of December 31, 2022 412,244 836 1,444,501 350,715 ( 77,471 ) 2,130,825 Comprehensive income (loss) — — — ( 947,784 ) 1,961 ( 945,823 ) Preferred stock dividends: $ 8,000 per share, $ 2,305 of issuance costs accretion 2,305 — ( 25,152 ) ( 25,153 ) — ( 48,000 ) Compensation plans: 1,194,546 net shares issued * — 12 19,169 — — 19,181 As of December 31, 2023 414,549 848 1,438,518 ( 622,222 ) ( 75,510 ) 1,156,183 Comprehensive income (loss) — — — 146,218 204 146,422 Preferred stock dividends: $ 2,305 of issuance costs accretion 2,305 — ( 2,305 ) — — — Compensation plans: 1,850,660 net shares issued * — 18 15,391 — — 15,409 As of December 31, 2024 $ 416,854 $ 866 $ 1,451,604 $ ( 476,004 ) $ ( 75,306 ) $ 1,318,014 * Net of tax payments related to shares withheld for vested stock and RSUs of $ 1,882 in 2024, $ 4,955 in 2023 and $ 8,872 in 2022. See Notes to Consolidated Financial Statements. F-24 THE E.W. SCRIPPS COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies As used in the Notes to Consolidated Financial Statements, the terms “Scripps,” “Company,” “we,” “our,” or “us” may, depending on the context, refer to The E.W. Scripps Company, to one or more of its consolidated subsidiary companies or to all of them taken as a whole. 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 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 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. We believe bad debt losses resulting from default by a single customer, or defaults by customers in any depressed region or business sector, would not have a material effect on our financial position, results of operations or cash flows. We derive approximately 67 % of our operating revenues from advertising. Changes in the demand for such services, both nationally and in individual markets, can affect operating results. Use of Estimates — Preparing financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make a variety of decisions that affect the reported amounts and the related disclosures. Such decisions include the selection of accounting principles that reflect the economic substance of the underlying transactions and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience, actuarial studies and other assumptions. Our financial statements include estimates and assumptions used in accounting for our defined benefit pension plan; the periods over which long-lived assets are depreciated or amortized; the fair value of long-lived assets, goodwill and indefinite lived assets; the liability for uncertain tax positions and valuation allowances against deferred income tax assets; the fair value of assets acquired and liabilities assumed in business combinations; and self-insured risks. While we re-evaluate our estimates and assumptions on an ongoing basis, actual results could differ from those estimated at the time of preparation of the financial statements. Consolidation — The Consolidated Financial Statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and variable interest entities ("VIEs") for which we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. All intercompany transactions and account balances have been eliminated in consolidation. Investments in entities over which we have significant influence but not control are accounted for using the equity method of accounting. Income from equity method investments represents our proportionate share of net income generated by equity method investees. Nature of Products and Services — The following is a description of principal activities from which we generate revenue. Core Advertising — Core advertising is comprised of sales to local and national businesses. The advertising includes a combination of broadcast spots as well as digital and connected TV advertising. Pricing of advertising time is based on audience size and share, the demographic of our audiences and the demand for our limited inventory of commercial time. Local advertising time is sold by each station's local sales staff who call upon advertising agencies and local businesses. National advertising time is generally sold by calling upon advertising agencies. Digital revenues are primarily generated from the sale of advertising to local and national customers on our business websites, tablet and mobile products, over-the-top apps and other platforms. F-25 Political Advertising — Political advertising is generally sold through our Washington, D.C. sales office. Advertising is sold to presidential, gubernatorial, U.S. Senate and House of Representative candidates, as well as for state and local issues. It is also sold to political action groups (PACs) and other advocacy groups. Distribution Revenues — We earn revenues from cable operators, satellite carriers, other multi-channel video programming distributors (collectively "MVPDs"), other online video distributors and subscribers for access rights to our local broadcast signals. These arrangements are generally governed by multi-year contracts and the fees we receive are typically based on the number of subscribers the respective distributor has in our markets and the contracted rate per subscriber. Refer to Note 15. Segment Information for further information, including revenue by significant product and service offering. Revenue Recognition — Revenue is measured based on the consideration we expect to be entitled to in exchange for promised goods or services provided to customers, and excludes any amounts collected on behalf of third parties. Revenue is recognized upon transfer of control of promised products or services to customers. Advertising — Advertising revenue is recognized, net of agency commissions, over time primarily as ads are aired or impressions are delivered and any contracted audience guarantees are met. We apply the practical expedient to recognize revenue at the amount we have the right to invoice, which corresponds directly to the value a customer has received relative to our performance. For advertising sold based on audience guarantees, audience deficiency may result in an obligation to deliver additional advertisements to the customer. To the extent that we do not satisfy contracted audience ratings, we record deferred revenue until such time that the audience guarantee has been satisfied. Distribution — Our primary source of distribution revenue is from retransmission consent contracts with MVPDs. Retransmission revenues are considered licenses of functional intellectual property and are recognized at the point in time the content is transferred to the customer. MVPDs report their subscriber numbers to us generally on a 30- to 90-day lag. Prior to receiving the MVPD reporting, we record revenue based on estimates of the number of subscribers, utilizing historical levels and trends of subscribers for each MVPD. Cost of Revenues — Cost of revenues reflects the cost of providing our broadcast signals, programming and other content to respective distribution platforms. The costs captured within the cost of revenues caption include programming, content distribution, satellite transmission fees, production and operations and other direct costs. Cash Equivalents — Cash equivalents represent highly liquid investments with maturity of less than three months when acquired. Contract Balances — Timing of revenue recognition may differ from the timing of cash collection from customers. We record a receivable when revenue is recognized prior to cash receipt, or unearned revenue when cash is collected in advance of revenue being recognized. We extend credit to customers based upon our assessment of the customer’s financial condition. Collateral is generally not required from customers. Payment terms may vary by contract type, although our terms generally include a requirement of payment within 30 to 90 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services. F-26 The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We determine the allowance based on known troubled accounts, historical experience and other currently available evidence. A rollforward of the allowance for doubtful accounts is as follows: (in thousands) January 1, 2022 $ 4,256 Charged to costs and expenses 1,674 Amounts charged off, net ( 967 ) Balance as of December 31, 2022 4,963 Charged to costs and expenses 14,786 Amounts charged off, net ( 14,708 ) Balance as of December 31, 2023 5,041 Charged to costs and expenses 15,875 Amounts charged off, net ( 13,467 ) Balance as of December 31, 2024 $ 7,449 We record unearned revenue when cash payments are received in advance of our performance. We generally require advance payment for advertising contracts with political advertising customers. Unearned revenue totaled $ 18.2 million at December 31, 2024 and substantially all is expected to be recognized within revenue over the next 12 months. Unearned revenue totaled $ 12.2 million at December 31, 2023. We recorded $ 7.6 million of revenue in 2024 that was included in unearned revenue at December 31, 2023. Assets Recognized from the Costs to Obtain a Contract with a Customer — We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We apply and use the practical expedient in the revenue guidance to expense costs as incurred for costs to obtain a contract when the amortization period is one year or less. This expedient applies to advertising sales commissions since advertising contracts are short-term in nature. Investments — From time to time, we make investments in private companies. Investment securities can be impacted by various market risks, including interest rate risk, credit risk and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term. Such changes could materially affect the amounts reported in our financial statements. We record investments in private companies not accounted for under the equity method at cost, net of impairment write-downs, because no readily determinable market price is available. We regularly review our investments to determine if there has been any other-than-temporary decline in value. These reviews require management judgments that often include estimating the outcome of future events and determining whether factors exist that indicate impairment has occurred. We evaluate, among other factors, the extent to which cost exceeds fair value; the duration of the decline in fair value below cost; and the current cash position, earnings and cash forecasts and near-term prospects of the investee. We reduce the cost basis when a decline in fair value below cost is determined to be other than temporary, with the resulting adjustment charged against earnings. Property and Equipment — Property and equipment is carried at cost less depreciation. We compute depreciation using the straight-line method over estimated useful lives as follows: Buildings and improvements 15 to 45 years Leasehold improvements Shorter of term of lease or useful life Broadcast transmission towers and related equipment 15 to 35 years Other broadcast and program production equipment 3 to 15 years Computer hardware 3 to 5 years Office and other equipment 3 to 10 years F-27 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. Network affiliation fees consist of pre-determined fixed fees in all cases and variable payments based on a share of retransmission revenues above the fixed fees for some of our agreements. The costs of programming produced by us or for us by independent production companies is charged to expense over estimated useful lives based upon expected future cash flows. The realizable value of internal costs incurred for trial footage at Court TV, including employee compensation and benefits, are capitalized and amortized based upon expected future cash flows. All other internal costs to produce daily or live broadcast shows, such as news, sports or daily magazine shows, are expensed as incurred. The costs of programming acquired under multi-year sports rights agreements are capitalized if the rights payments are made before the related economic benefit has been received. We amortize sports programming assets based upon expected cash flows over the term of the rights agreement. Program licenses principally consist of television series and films. Program licenses generally have fixed terms, limit the number of times we can air the programs and require payments over the terms of the licenses. We record licensed program assets and liabilities when the license period has commenced and the programs are available for broadcast. We do not discount program licenses for imputed interest. We amortize program licenses based upon expected cash flows over the term of the license agreement. Progress payments on programs not yet available for broadcast are recorded as deposits within programming assets. Program assets are predominantly monetized as a group on each of our respective national networks, broadcast television stations and digital content offerings. For program assets predominantly monetized within a network or television station group, when an event or change in circumstances indicates a change in the expected usefulness of the content or that the fair value may be less than unamortized costs, fair value of the content is aggregated at the group level by considering expected future revenue generation. Estimates of future revenues consider historical airing patterns and future plans for airing content, including any changes in strategy. An impairment charge is recorded if the fair value of a film group is less than the film group’s carrying value. Programming and development costs for programs we have determined will not be produced, are fully expensed in the period the determination is made. For our program assets available for broadcast, estimated amortization for each of the next five years is $ 147.7 million in 2025, $ 112.6 million in 2026, $ 72.1 million in 2027, $ 33.6 million in 2028, $ 16.3 million in 2029 and $ 4.8 million thereafter. Actual amortization in each of the next five years will exceed the amounts currently recorded as program assets available for broadcast, as we will continue to produce and license additional programs. The unamortized balance of program assets are classified as non-current assets in our Consolidated Balance Sheets. Program rights liabilities payable within the next twelve months are included as current liabilities and noncurrent program rights liabilities are included in other noncurrent liabilities. FCC Repack — In April 2017, the Federal Communications Commission (“FCC”) began a process of reallocating the broadcast spectrum (“repack”). Specifically, the FCC was requiring certain television stations to change channels and/or modify their transmission facilities. The U.S. 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 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. Leases — We determine if an arrangement is a lease at inception. 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 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. Lease assets and liabilities are recognized at the commencement date based on the F-28 present value of lease payments over the lease term. As the implicit rate is not readily determinable for most of our leases, we use our incremental borrowing rate when determining the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. Our lease assets also include any payments made at or before commencement and are reduced by any lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. Goodwill and Other Indefinite-Lived Intangible Assets — Goodwill represents the cost of acquisitions in excess of the acquired businesses’ tangible assets and identifiable intangible assets. FCC licenses represent the value assigned to the broadcast licenses of acquired broadcast television stations. Broadcast television stations are subject to the jurisdiction of the FCC, which prohibits the operation of stations except in accordance with an FCC license. FCC licenses stipulate each station’s operating parameters as defined by channels, effective radiated power and antenna height. FCC licenses are granted for a term of up to eight years , and are renewable upon request. We have never had a renewal request denied and all previous renewals have been for the maximum term. We do not amortize goodwill or our FCC licenses, but we review them for impairment at least annually or any time events occur or conditions change that would indicate it is more likely than not the fair value of a reporting unit is below its carrying value. We perform our annual impairment review during the fourth quarter of each year in conjunction with our annual planning cycle. We also assess, at least annually, whether our FCC licenses, classified as indefinite-lived intangible assets, continue to have indefinite lives. We review goodwill for impairment based upon our reporting units, which are defined as operating segments or groupings of businesses one level below the operating segment level. 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 Tablo. Amortizable Intangible Assets — Television network affiliations represents the value assigned to an acquired broadcast television station’s relationship with a national television network. Television stations affiliated with national television networks typically have greater profit margins than independent television stations, primarily due to audience recognition of the television station as a network affiliate. We amortize these network affiliation relationships on a straight-line basis over estimated useful lives of 20 years. We amortize customer lists and other intangible assets in relation to their expected future cash flows over estimated useful lives of up to 20 years. Impairment of Long-Lived Assets — We review long-lived assets (primarily property and equipment, ROU assets and amortizable intangible assets) for impairment whenever events or circumstances indicate the carrying amounts of the assets may not be recoverable. Recoverability is determined by comparing the aggregate forecasted undiscounted cash flows derived from the operation of the assets to the carrying amount of the assets. If the aggregate undiscounted cash flow is less than the carrying amount of the assets, the assets are written down to fair value. We determine fair value based on discounted cash flows or appraisals. We report long-lived assets to be disposed of at the lower of carrying amount or fair value less costs to sell. Self-Insured Risks — We are self-insured, up to certain limits, for general and automobile liability, employee health, disability and workers’ compensation claims and certain other risks. Estimated liabilities for unpaid claims totaled $ 10.2 million at December 31, 2024 and $ 10.9 million at December 31, 2023. We estimate liabilities for unpaid claims using actuarial methodologies and our historical claims experience. While we re-evaluate our assumptions and review our claims experience on an ongoing basis, actual claims paid could vary significantly from estimated claims, which would require adjustments to expense. Income Taxes — We recognize deferred income taxes for temporary differences between the tax basis and reported amounts of assets and liabilities that will result in taxable or deductible amounts in future years. We establish a valuation allowance if we believe that it is more likely than not that we will not realize some or all of the deferred tax assets. We record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or that we expect to take in a tax return. Interest and penalties associated with such tax positions are included in the tax provision. The liability for additional taxes and interest is included in other liabilities in the Consolidated Balance Sheets. F-29 Risk Management Contracts — We do not hold derivative financial instruments for trading or speculative purposes and we do not hold leveraged contracts. From time to time, we may use derivative financial instruments to limit the impact of interest rate fluctuations on our earnings and cash flows. Stock-Based Compensation — We have a Long-Term Incentive Plan (the “Plan”) which is described more fully in Note 17. The Plan provides for the award of incentive and nonqualified stock options, stock appreciation rights, restricted stock units ("RSUs") and unrestricted Class A Common shares and performance units to key employees and non-employee directors. We recognize compensation cost based on the grant-date fair value of the award. We determine the fair value of awards that grant the employee the underlying shares by the fair value of a Class A Common share on the date of the award. Certain awards of RSUs have performance conditions under which the number of shares granted is determined by the extent to which such performance conditions are met (“Performance Shares”). Compensation costs for such awards are measured by the grant-date fair value of a Class A Common share and the number of shares earned. In periods prior to completion of the performance period, compensation costs are based upon estimates of the number of shares that will be earned. Compensation costs are recognized on a straight-line basis over the requisite service period of the award. The impact of forfeitures is recognized as they occur. The requisite service period is generally the vesting period stated in the award. 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 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. We do not allocate losses to the participating securities. The following table presents information about basic and diluted weighted-average shares outstanding: For the years ended December 31, (in thousands) 2024 2023 2022 Numerator (for basic and diluted earnings per share) Net income (loss) $ 146,218 $ ( 947,784 ) $ 195,902 Less income allocated to RSUs ( 709 ) — ( 3,662 ) Less preferred stock dividends ( 58,615 ) ( 50,305 ) ( 50,305 ) Numerator for basic and diluted earnings per share $ 86,894 $ ( 998,089 ) $ 141,935 Denominator Basic weighted-average shares outstanding 85,738 84,266 83,220 Effect of dilutive securities 329 — 4,126 Diluted weighted-average shares outstanding 86,067 84,266 87,346 The dilutive effects of performance-based stock awards are included in the computation of diluted earnings per share to the extent the related performance criteria are met through the respective balance sheet reporting date. As of December 31, 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 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. F-30 2. Recently Adopted and Issued Accounting Standards 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: (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). The guidance also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for our annual periods beginning in 2025, with early adoption permitted. The guidance will be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our Consolidated Financial Statements and related disclosures. 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. 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. 3. Acquisitions Nuvyyo Acquisition On January 5, 2022, we acquired Nuvyyo for net cash consideration totaling $ 13.8 million. Nuvyyo provides consumers DVR product solutions to watch and record free over-the-air HDTV on connected devices. The final purchase price allocation assigned $ 7.2 million to intangible assets with useful lives ranging from three to five years , $ 7.2 million to goodwill and the remainder was allocated to various working capital and deferred tax liability accounts. The goodwill, which is not tax deductible, reflects the synergies and increased market penetration expected from combining the operations of Nuvyyo with Scripps. We allocated the goodwill to our Other segment. 4. 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 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. F-31 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 Liability as of December 31, 2022 $ — $ — $ — Net accruals 17,066 21,546 38,612 Payments ( 9,192 ) ( 5,183 ) ( 14,375 ) Non-cash (a) ( 1,139 ) ( 14,933 ) ( 16,072 ) 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 ) Non-cash (a) ( 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. Other Transactions Acquisition and related integration costs were $ 1.6 million in 2022. 5. Income Taxes 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. The provision for income taxes from continuing operations consisted of the following: For the years ended December 31, (in thousands) 2024 2023 2022 Current: Federal $ 64,533 $ 34,205 $ 56,236 State and local 11,644 8,010 11,411 Foreign 1,053 — — Total current income tax provision 77,230 42,215 67,647 Deferred: Federal ( 14,663 ) ( 53,476 ) 2,882 State and local 1,222 ( 7,278 ) 10,770 Foreign ( 26 ) ( 1,188 ) ( 738 ) Total deferred income tax provision ( 13,467 ) ( 61,942 ) 12,914 Provision (benefit) for income taxes $ 63,763 $ ( 19,727 ) $ 80,561 F-32 The difference between the statutory rate for federal income tax and the effective income tax rate was as follows: For the years ended December 31, 2024 2023 2022 Statutory rate 21.0 % 21.0 % 21.0 % Effect of: State and local income taxes, net of federal tax benefit 4.2 0.1 7.0 Non-deductible goodwill impairment — ( 18.6 ) — Excess tax benefits from stock-based compensation 1.5 ( 0.2 ) ( 0.3 ) Non-deductible expenses 1.5 ( 0.1 ) 0.2 Reserve for uncertain tax positions 1.0 — 0.7 Other 1.2 ( 0.2 ) 0.5 Effective income tax rate 30.4 % 2.0 % 29.1 % In 2023, a non-deductible expense of $ 855 million was recorded related to book impairment of goodwill. The approximate effect of the temporary differences giving rise to deferred income tax assets (liabilities) were as follows: As of December 31, (in thousands) 2024 2023 Temporary differences: Property and equipment $ ( 38,383 ) $ ( 39,414 ) Goodwill and other intangible assets ( 377,291 ) ( 368,876 ) Investments, primarily gains and losses not yet recognized for tax purposes 4,980 2,954 Accrued expenses not deductible until paid 11,912 9,869 Deferred compensation and retiree benefits not deductible until paid 29,013 31,662 Operating lease right-of-use assets ( 29,829 ) ( 32,034 ) Operating lease liabilities 32,888 34,884 Interest limitation carryforward 59,070 38,290 Other temporary differences, net 12,599 10,999 Total temporary differences ( 295,041 ) ( 311,666 ) Federal and state net operating loss carryforwards 12,332 16,283 Valuation allowance for state deferred tax assets ( 10,880 ) ( 11,997 ) Net deferred tax liability $ ( 293,589 ) $ ( 307,380 ) Total state operating loss carryforwards were $ 282 million at December 31, 2024. Our state tax loss carryforwards expire through 2043. Because we file separate state income tax returns for certain of our subsidiary companies, we are not able to use state tax losses of a subsidiary company to offset state taxable income of another subsidiary company. The Company recognizes state net operating loss carryforwards as deferred tax assets, subject to valuation allowances. At each balance sheet date, we estimate the amount of carryforwards that are not expected to be used prior to expiration of the carryforward period. The tax effect of the carryforwards that are not expected to be used prior to their expiration is included in the valuation allowance. The Company has not provided for income taxes, including withholding tax, U.S. state taxes, or tax on foreign exchange rate changes, associated with the undistributed earnings of our non-U.S. subsidiaries because we plan to indefinitely reinvest the unremitted earnings in these entities. F-33 A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows: For the years ended December 31, (in thousands) 2024 2023 2022 Gross unrecognized tax benefits at beginning of year $ 15,030 $ 12,124 $ 10,572 Increases in tax positions for prior years 6,055 3,321 2,965 Decreases in tax positions for prior years ( 217 ) ( 2 ) ( 390 ) Increases in tax positions for current year 7,483 257 796 Decreases from lapse in statute of limitations ( 252 ) ( 670 ) ( 173 ) Decreases due to settlements with taxing authorities — — ( 1,646 ) Gross unrecognized tax benefits at end of year $ 28,099 $ 15,030 $ 12,124 The total amount of net unrecognized tax benefits that, if recognized, would affect the effective tax rate was $ 14.2 million at December 31, 2024. We accrue interest and penalties related to unrecognized tax benefits in our provision for income taxes. At December 31, 2024 and 2023, we had accrued interest related to unrecognized tax benefits of $ 3.4 million and $ 1.6 million, respectively, and penalties of $ 1.3 million and $ 1.1 million, respectively. We file income tax returns in the U.S., Canada and in various state and local jurisdictions. We are routinely examined by tax authorities in these jurisdictions. At December 31, 2024, we are no longer subject to federal income tax examinations for years prior to 2018. For state and local jurisdictions, we are generally no longer subject to income tax examinations for years prior to 2020. Due to the potential for resolution of federal and state examinations, and the expiration of various statutes of limitation, it is reasonably possible that our gross unrecognized tax benefits balance may change within the next twelve months by as much as $ 2.7 million. 6. Investments Investments consisted of the following: As of December 31, (in thousands) 2024 2023 Investments held at cost $ 6,353 $ 21,169 Equity method investments 2,531 2,096 Total investments $ 8,884 $ 23,265 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 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. F-34 7. Property and Equipment Property and equipment consisted of the following: As of December 31, (in thousands) 2024 2023 Land and improvements $ 65,212 $ 65,402 Buildings and improvements 275,844 252,396 Equipment 646,684 622,981 Computer software 33,389 30,395 Total 1,021,129 971,174 Accumulated depreciation ( 567,229 ) ( 515,919 ) 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. 8. Leases We have operating leases for office space, data centers and certain equipment. We also have finance leases for office space. Our leases have lease terms of 1 year to 34 years, some of which may include options to extend the leases for up to 5 years, and some of which may include options to terminate the leases within 1 year. Operating lease costs recognized in our Consolidated Statements of Operations totaled $ 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 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: As of December 31, (in thousands, except lease term and discount rate) 2024 2023 Balance Sheet Information Operating Leases Right-of-use assets $ 90,136 $ 99,194 Other current liabilities 18,087 19,466 Operating lease liabilities 79,399 87,714 Finance Leases Property and equipment, at cost 28,321 28,321 Accumulated depreciation ( 1,658 ) ( 862 ) Property and equipment, net 26,663 27,459 Other liabilities 31,021 30,146 Weighted Average Remaining Lease Term Operating leases 7.37 years 7.41 years Finance leases 33.50 years 34.50 years Weighted Average Discount Rate Operating leases 5.01 % 4.43 % Finance leases 7.10 % 7.10 % F-35 For the years ended December 31, (in thousands) 2024 2023 2022 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 22,014 $ 24,114 $ 24,073 Operating cash flows from finance leases 1,302 426 — Financing cash flows from finance leases — — — Right-of-use assets obtained in exchange for operating lease obligations 13,486 6,789 6,217 Right-of-use assets obtained in exchange for finance lease obligations — — 28,321 Future minimum lease payments under non-cancellable leases as of December 31, 2024 were as follows: (in thousands) Operating Leases Finance Leases 2025 $ 22,674 $ 1,776 2026 21,140 1,824 2027 18,039 1,875 2028 14,736 1,926 2029 12,281 1,979 Thereafter 28,698 88,145 Total future minimum lease payments 117,568 97,525 Less: Imputed interest ( 20,082 ) ( 66,504 ) Total $ 97,486 $ 31,021 F-36 9. Goodwill and Other Intangible Assets Goodwill by segment was as follows: (in thousands) Local Media Scripps Networks Other Total Gross balance as of December 31, 2021 $ 1,122,408 $ 2,028,890 $ — $ 3,151,298 Accumulated impairment losses ( 216,914 ) ( 21,000 ) — ( 237,914 ) Net balance as of December 31, 2021 905,494 2,007,890 — 2,913,384 Nuvyyo acquisition — — 7,190 7,190 Balance as of December 31, 2022 $ 905,494 $ 2,007,890 $ 7,190 $ 2,920,574 Gross balance as of December 31, 2022 $ 1,122,408 $ 2,028,890 $ 7,190 $ 3,158,488 Accumulated impairment losses ( 216,914 ) ( 21,000 ) — ( 237,914 ) Net balance as of December 31, 2022 905,494 2,007,890 7,190 2,920,574 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, 2023 $ 1,122,408 $ 2,028,890 $ 7,190 $ 3,158,488 Accumulated impairment losses ( 216,914 ) ( 973,000 ) — ( 1,189,914 ) Net 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 Accumulated impairment losses ( 216,914 ) ( 973,000 ) — ( 1,189,914 ) Net balance as of December 31, 2024 $ 905,494 $ 1,055,890 $ 7,190 $ 1,968,574 Other intangible assets consisted of the following: As of December 31, (in thousands) 2024 2023 Amortizable intangible assets: Carrying amount: Television network affiliation relationships $ 1,060,244 $ 1,060,244 Customer lists and advertiser relationships 220,997 220,997 Other 137,997 136,452 Total carrying amount 1,419,238 1,417,693 Accumulated amortization: Television network affiliation relationships ( 330,233 ) ( 276,163 ) Customer lists and advertiser relationships ( 156,310 ) ( 132,161 ) Other ( 76,622 ) ( 61,606 ) Total accumulated amortization ( 563,165 ) ( 469,930 ) Net amortizable intangible assets 856,073 947,763 Indefinite-lived intangible assets — FCC licenses 779,415 779,415 Total other intangible assets $ 1,635,488 $ 1,727,178 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 F-37 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. 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 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. 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). 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. 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. During 2023, the Scripps Networks business continued to experience softness within the national advertising marketplace, 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. 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. 10. Long-Term Debt Long-term debt consisted of the following: As of December 31, (in thousands) 2024 2023 Revolving credit facility $ — $ 330,000 Senior secured notes, due in 2029 523,356 523,356 Senior unsecured notes, due in 2027 425,667 425,667 Senior unsecured notes, due in 2031 392,071 392,071 Term loan, due in 2026 721,213 728,825 Term loan, due in 2028 543,000 551,000 Total outstanding principal 2,605,307 2,950,919 Less: Debt issuance costs and issuance discounts ( 29,135 ) ( 38,483 ) Less: Current portion ( 15,612 ) ( 15,612 ) Net carrying value of long-term debt 2,560,560 2,896,824 Fair value of long-term debt * $ 2,112,999 $ 2,732,318 * The fair values of debt are estimated based on either quoted private market transactions or observable estimates provided by third party financial professionals, and as such, are classified within Level 2 of the fair value hierarchy. Scripps Senior Secured Credit Agreement On July 31, 2023, we entered into the Eighth Amendment to the Third Amended Restated Credit Agreement ("Eighth Amendment"). 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, 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. On October 2, 2017, we issued a $ 300 million term loan B which was due to mature in October 2024 ("2024 term loan"). On July 31, 2023, we borrowed $ 283 million on the Revolving Credit Facility to pay off the remaining principal balance of the 2024 term loan. 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. Interest is currently payable on the 2026 term loan at a rate based on SOFR, plus a fixed margin of 2.56 %. The 2026 term loan requires annual principal payments of $ 7.6 million. Deferred financing costs and an original issuance discount totaled approximately $ 23.0 million with this term loan, which are being amortized over the life of the loan. As of December 31, 2024 and 2023, the interest rate on the 2026 term loan was 7.03 % and 8.03 %, respectively. The weighted-average interest rate on the 2026 term loan was 7.84 % and 8.01 % in 2024 and 2023, respectively. On January 7, 2021, we issued an $ 800 million term loan B ("2028 term loan") that matures in January 2028. Interest is currently payable on the 2028 term loan at a rate based on SOFR, plus a fixed margin of 3.00 %. Additionally, the credit agreement states the SOFR rate could not be less than 0.75 % for our term loans that mature in 2026 and 2028. The 2028 term loan requires annual principal payments of $ 8.0 million. We incurred deferred financing costs totaling $ 23.4 million related to this term loan and a previous amendment to the Revolving Credit Facility, which are being amortized over the life of the term loan. As of December 31, 2024 and 2023, the interest rate on the 2028 term loan was 7.47 % and 8.47 %, respectively. The weighted-average interest rate on the 2028 term loan was 8.28 % and 8.44 % in 2024 and 2023, respectively. The Senior Secured Credit Agreement contains covenants that limit our ability to incur additional debt and provides for restrictions on certain payments (dividends and share repurchases). Additionally, we must be in compliance with certain leverage ratios in order to proceed with acquisitions. Our credit agreement also includes a provision that in certain circumstances we must use a portion of excess cash flow to repay debt. 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. Through December 31, 2024, we must comply with the maximum first lien net leverage ratio of 5.0 to 1.0, at which point it steps down to 4.75 times through September 30, 2025, and then steps down to 4.50 times thereafter. As of December 31, 2024, we were in compliance with our financial covenants. 2029 Senior Secured Notes On December 30, 2020, we issued $ 550 million of senior secured notes (the "2029 Senior Notes"), which bear interest at a rate of 3.875 % per annum and mature on January 15, 2029. The 2029 Senior Notes were priced at 100 % of par value and interest is payable semi-annually on January 15 and July 15. Prior to January 15, 2026, we may redeem the notes, in whole or in part, at applicable redemption prices noted in the indenture agreement. If we sell certain of our assets or have a change of control, the holders of the 2029 Senior Notes may require us to repurchase some or all of the notes. Our credit agreement also includes a provision that in certain circumstances we must use a portion of excess cash flow to repay debt. The 2029 Senior Notes are guaranteed by us and the majority of our subsidiaries and are secured on equal footing with the obligations under the Senior Secured Credit Agreement. The notes are secured, on a first lien basis, from pledges of equity interests in our subsidiaries and by substantially all of the existing and future assets of Scripps. The 2029 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature. We incurred approximately $ 13.8 million of deferred financing costs in connection with the issuance of the 2029 Senior Notes, which are being amortized over the life of the notes. 2027 Senior Unsecured Notes On July 26, 2019, we issued $ 500 million of senior unsecured notes, which bear interest at a rate of 5.875 % per annum and mature on July 15, 2027 ("the 2027 Senior Notes"). The 2027 Senior Notes were priced at 100 % of par value and interest is payable semi-annually on July 15 and January 15. We may redeem the notes before July 15, 2025, in whole or in part, at applicable redemption prices noted in the indenture agreement. If we sell certain of our assets or have a change of control, the holders of the 2027 Senior Notes may require us to repurchase some or all of the notes. The 2027 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of our existing and future domestic restricted subsidiaries. The 2027 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature. 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. 2031 Senior Unsecured Notes On December 30, 2020, we issued $ 500 million of senior unsecured notes (the "2031 Senior Notes"), which bear interest at a rate of 5.375 % per annum and mature on January 15, 2031. The 2031 Senior Notes were priced at 100 % of par value and interest is payable semi-annually on January 15 and July 15. 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. If we sell certain of our assets or have a change of control, the holders of the 2031 Senior Notes may require us to repurchase some or all of the notes. The 2031 Senior Notes are also guaranteed by us and the majority of our subsidiaries. The 2031 Senior Notes contain covenants with which we must comply that are typical for borrowing transactions of this nature. We incurred approximately $ 12.5 million of deferred financing costs in connection with the issuance of the 2031 Senior Notes, which are being amortized over the life of the notes. Debt Repurchase Authorization In February 2023, our Board of Directors provided a new debt repurchase authorization, pursuant to which we may reduce, through redemptions or open market purchases and retirement, a combination of the outstanding principal balance of our senior secured and senior unsecured notes. The authorization permits an aggregate principal amount reduction of up to $ 500 million and expires on March 1, 2026. Debt Repurchase Transactions On July 31, 2023, we paid off the remaining $ 283 million principal balance of the 2024 term loan and wrote-off $ 0.4 million of deferred financing costs related to this term loan to interest expense. During the first quarter of 2022, we redeemed $ 42.2 million of our 2027 Senior Notes at a weighted-average redemption price equal to 100.61 % of the aggregate principal amount plus accrued and unpaid interest, $ 26.6 million of our 2029 Senior Notes at a weighted-average redemption price equal to 93.59 % of the aggregate principal amount plus accrued and unpaid interest and $ 54.5 million of our 2031 Senior Notes at a weighted-average redemption price equal to 95.73 % of the aggregate principal amount plus accrued and unpaid interest. The redemptions resulted in a gain on extinguishment of debt of $ 1.2 million, as the notes were redeemed for total consideration below par value of the notes. During the fourth quarter of 2022, we redeemed $ 16.8 million of our 2027 Senior Notes at a weighted-average redemption price equal to 90.63 % of the aggregate principal amount plus accrued and unpaid interest and $ 31.4 million of our 2031 Senior Notes at a weighted-average redemption price equal to 78.71 % of the aggregate principal amount plus accrued and unpaid interest. 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. 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. 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. 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. 11. Fair Value Measurement We measure certain financial assets and liabilities at fair value on a recurring basis, such as cash equivalents. The fair values of these financial assets were determined based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. These levels of input are as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Inputs, other than quoted market prices in active markets, that are observable either directly or indirectly. • Level 3 — Unobservable inputs based on our own assumptions. The following tables set forth our assets that are measured at fair value on a recurring basis at December 31, 2024 and 2023: December 31, 2024 (in thousands) Total Level 1 Level 2 Level 3 Cash equivalents $ 14,447 $ 14,447 $ — $ — December 31, 2023 (in thousands) Total Level 1 Level 2 Level 3 Cash equivalents $ 26,213 $ 26,213 $ — $ — The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term nature of those items. F-38 12. Other Liabilities Other liabilities consisted of the following: As of December 31, (in thousands) 2024 2023 Employee compensation and benefits $ 28,996 $ 29,249 Deferred FCC repack income 37,733 41,863 Programming liability 248,634 274,564 Liability for pension benefits 71,211 73,651 Liabilities for uncertain tax positions 32,515 16,334 Finance leases 31,021 30,146 Other 14,464 18,374 Other liabilities (less current portion) $ 464,574 $ 484,181 13. Supplemental Cash Flow Information The following table presents additional information about the change in certain working capital accounts: For the years ended December 31, (in thousands) 2024 2023 2022 Accounts receivable $ 42,348 $ ( 10,443 ) $ ( 26,875 ) Other current assets ( 7,737 ) ( 4,630 ) 5,653 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 Other, net ( 2,199 ) 2,200 ( 82 ) Total $ 58,898 $ ( 16,275 ) $ ( 35,800 ) 14. Employee Benefit Plans We sponsor a noncontributory defined benefit pension plan and non-qualified Supplemental Executive Retirement Plans ("SERPs"). Both the defined benefit plan and the SERPs have frozen the accrual of future benefits. We sponsor a defined contribution plan covering substantially all non-union and certain union employees. We match a portion of employees' voluntary contributions to this plan. Other union-represented employees are covered by defined benefit pension plans jointly sponsored by us and the union, or by union-sponsored multi-employer plans. We use a December 31 measurement date for our retirement plans. Retirement plans expense is based on valuations as of the beginning of each year. F-39 The components of the expense consisted of the following: For the years ended December 31, (in thousands) 2024 2023 2022 Interest cost $ 22,444 $ 23,579 $ 17,332 Expected return on plan assets, net of expenses ( 24,072 ) ( 25,221 ) ( 24,900 ) Amortization of actuarial loss and prior service cost 18 18 4,034 Total for defined benefit plans ( 1,610 ) ( 1,624 ) ( 3,534 ) SERPs 936 974 921 Defined contribution plan 16,290 15,998 15,257 Net periodic benefit cost $ 15,616 $ 15,348 $ 12,644 Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) were as follows: For the years ended December 31, (in thousands) 2024 2023 2022 Actuarial gain/(loss) $ ( 5 ) $ 3,091 $ ( 12,703 ) Amortization of actuarial loss and prior service cost 18 18 4,034 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 $ 0.2 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: 2024 2023 2022 Discount rate 5.18 % 5.47 % 2.95 % Long-term rate of return on plan assets 5.50 % 5.50 % 5.50 % The discount rate used to determine our future pension obligations is based on a dedicated bond portfolio approach that includes securities rated Aa or better with maturities matching our expected benefit payments from the plans. The expected long-term rate of return on plan assets is based upon the weighted-average expected rate of return and capital market forecasts for each asset class employed. Changes in other key actuarial assumptions affect the determination of the benefit obligations as of the measurement date and the calculation of net periodic benefit costs in subsequent periods. F-40 Obligations and Funded Status — The defined benefit pension plan obligations and funded status are actuarially valued as of the end of each year. The following table presents information about our employee benefit plan assets and obligations: Defined Benefit Plan SERPs For the years ended December 31, (in thousands) 2024 2023 2024 2023 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 448,993 $ 450,022 $ 13,437 $ 13,393 Interest cost 22,444 23,579 662 708 Benefits paid ( 37,828 ) ( 33,750 ) ( 1,131 ) ( 1,161 ) Actuarial (gains)/losses ( 18,488 ) 9,142 ( 230 ) 497 Projected benefit obligation at end of year 415,121 448,993 12,738 13,437 Plan assets: Fair value at beginning of year 387,429 383,725 — — Actual return on plan assets 5,579 37,454 — — Company contributions — — 1,131 1,161 Benefits paid ( 37,828 ) ( 33,750 ) ( 1,131 ) ( 1,161 ) Fair value at end of year 355,180 387,429 — — Funded status $ ( 59,941 ) $ ( 61,564 ) $ ( 12,738 ) $ ( 13,437 ) Amounts recognized in Consolidated Balance Sheets: Current liabilities $ — $ — $ ( 1,468 ) $ ( 1,350 ) Noncurrent liabilities ( 59,941 ) ( 61,564 ) ( 11,270 ) ( 12,087 ) Total $ ( 59,941 ) $ ( 61,564 ) $ ( 12,738 ) $ ( 13,437 ) Amounts recognized in accumulated other comprehensive loss consist of: Net actuarial loss $ 95,798 $ 95,793 $ 3,468 $ 3,838 Prior service cost 316 334 — — 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. Information for plans with an accumulated benefit obligation and projected benefit obligation in excess of plan assets was as follows: Defined Benefit Plan SERPs As of December 31, (in thousands) 2024 2023 2024 2023 Accumulated benefit obligation $ 415,121 $ 448,993 $ 12,738 $ 13,437 Projected benefit obligation 415,121 448,993 12,738 13,437 Fair value of plan assets 355,180 387,429 — — Assumptions used to determine the defined benefit pension plan benefit obligation were as follows: 2024 2023 2022 Weighted average discount rate 5.67 % 5.18 % 5.47 % In 2025, we expect to contribute $ 1.5 million to fund our SERPs. We have met regulatory funding requirements for our qualified defined benefit pension plan and do not have a mandatory contribution in 2025. F-41 Estimated future benefit payments expected to be paid from the plans for the next ten years are $ 34.4 million in 2025, $ 34.6 million in 2026, $ 34.8 million in 2027, $ 35.1 million in 2028, $ 35.1 million in 2029 and a total of $ 170.6 million for the five years ending 2034. Plan Assets and Investment Strategy Our long-term investment strategy for pension assets is to earn a rate of return over time that minimizes future contributions to the plan while reducing the volatility of pension assets relative to pension liabilities. The strategy reflects the fact that we have frozen the accrual of service credits under our plans which cover the majority of employees. We evaluate our asset allocation target ranges for equity, fixed income and other investments annually. We monitor actual asset allocations quarterly and adjust as necessary. We control risk through diversification among multiple asset classes, managers and styles. Risk is further monitored at the manager and asset class level by evaluating performance against appropriate benchmarks. Information related to our pension plan asset allocations by asset category were as follows: Target allocation Percentage of plan assets as of December 31, 2025 2024 2023 US equity securities 13 % 13 % 13 % Non-US equity securities 27 % 32 % 31 % Fixed-income securities 55 % 54 % 55 % Other 5 % 1 % 1 % Total 100 % 100 % 100 % U.S. equity securities include common stocks of large, medium and small capitalization companies, which are predominantly U.S. based. Non-U.S. equity securities include companies domiciled outside of the U.S. and American depository receipts. Fixed-income securities include securities issued or guaranteed by the U.S. government, mortgage backed securities and corporate debt obligations. Other investments include real estate funds and cash equivalents. Under our asset allocation strategy, approximately 55 % of plan assets are invested in a portfolio of fixed income securities with a duration approximately that of the projected payment of benefit obligations. The remaining 45 % of plan assets are invested in equity securities and other return-seeking assets. The expected long-term rate of return on plan assets is based primarily upon the target asset allocation for plan assets and capital markets forecasts for each asset class employed. The following table presents our plan assets as of December 31, 2024 and 2023: As of December 31, (in thousands) 2024 2023 Equity securities Common/collective trust funds $ 159,893 $ 172,635 Fixed income Common/collective trust funds 192,571 212,012 Receivables for investment sold 2,716 2,782 Fair value of plan assets $ 355,180 $ 387,429 Our investments are valued using net asset value as a practical expedient as allowed under U.S. GAAP and therefore are not valued using the fair value hierarchy. Equity securities-common/collective trust funds and fixed income-common/collective trust funds are comprised of shares or units in commingled funds that are not publicly traded. The underlying assets in these funds (equity securities and fixed income securities) are publicly traded on exchanges and price quotes for the assets held by these funds are readily available. Common/collective trust funds are typically valued at their net asset values that are calculated by the investment manager or sponsor of the fund and have daily or monthly liquidity. F-42 15. Segment Information 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 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. 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/or digital distribution. These operations earn revenue primarily through the sale of advertising. 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 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. Our President and Chief Executive Officer is the Company's chief operating decision maker. He evaluates the monthly operating performance of our segments, including budget-to-actual variances, and makes decisions about the allocation of resources to our segments 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. F-43 Information regarding our segments is as follows: For the year ended December 31, 2024 (in thousands) Local Media Scripps Networks Total Revenues from external customers $ 1,655,257 $ 835,809 $ 2,491,066 Intersegment revenues 19,061 — 19,061 Reportable segments revenues 1,674,318 835,809 2,510,127 Other revenues (a) 18,706 Intersegment eliminations ( 19,061 ) Total consolidated operating revenues $ 2,509,772 Less: (b) Employee compensation and benefits 437,345 120,862 Programming (c) 521,615 354,281 Other segment items (d) 202,140 170,491 Segment profit for reportable segments 513,218 190,175 $ 703,393 Other segment profit (loss) (a) ( 31,632 ) Shared services and corporate ( 88,941 ) Restructuring costs ( 33,525 ) Depreciation and amortization of intangible assets ( 155,228 ) Gains (losses), net on disposal of property and equipment 18,424 Interest expense ( 210,344 ) Defined benefit pension plan income 674 Miscellaneous, net 7,160 Income (loss) from operations before income taxes $ 209,981 (a) Reflects revenues and profit (loss) from operating segments below the reportable quantitative thresholds. These operating segments include our Tablo business, the Scripps National Spelling Bee and operational aspects of the Scripps News and Scripps Sports business units. None of these operating segments have ever met any of the quantitative thresholds for determining reportable segments. (b) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. (c) Refer to Note 1. Summary of Significant Accounting Policies for disclosure of costs captured in programming. (d) Other segment items for each reportable segment includes marketing and advertising expenses, research costs, certain occupancy costs and other administrative costs. F-44 For the year ended December 31, 2023 (in thousands) Local Media Scripps Networks Total Revenues from external customers $ 1,380,281 $ 893,234 $ 2,273,515 Intersegment revenues 17,949 — 17,949 Reportable segments revenues 1,398,230 893,234 2,291,464 Other revenues (a) 19,397 Intersegment eliminations ( 17,949 ) Total consolidated operating revenues $ 2,292,912 Less: (b) Employee compensation and benefits 435,916 124,669 Programming (c) 493,578 360,684 Other segment items (d) 181,297 182,096 Segment profit for reportable segments 287,439 225,785 $ 513,224 Other segment profit (loss) (a) ( 26,451 ) Shared services and corporate ( 91,954 ) Restructuring costs ( 38,612 ) Depreciation and amortization of intangible assets ( 155,105 ) Impairment of goodwill ( 952,000 ) Gains (losses), net on disposal of property and equipment ( 2,344 ) Interest expense ( 213,512 ) Defined benefit pension plan income 650 Miscellaneous, net ( 1,407 ) Income (loss) from operations before income taxes $ ( 967,511 ) For the year ended December 31, 2022 (in thousands) Local Media Scripps Networks Total Revenues from external customers $ 1,477,345 $ 961,242 $ 2,438,587 Intersegment revenues 17,012 — 17,012 Reportable segments revenues 1,494,357 961,242 2,455,599 Other revenues (a) 14,628 Intersegment eliminations ( 17,012 ) Total consolidated operating revenues $ 2,453,215 Less: (b) Employee compensation and benefits 425,840 120,202 Programming (c) 481,712 342,835 Other segment items (d) 200,436 187,869 Segment profit for reportable segments 386,369 310,336 $ 696,705 Other segment profit (loss) (a) ( 18,140 ) Shared services and corporate ( 82,280 ) Acquisition and related integration costs ( 1,642 ) Depreciation and amortization of intangible assets ( 160,433 ) Gains (losses), net on disposal of property and equipment ( 5,866 ) Interest expense ( 161,130 ) Gain on extinguishment of debt 8,589 Defined benefit pension plan income 2,613 Miscellaneous, net ( 1,953 ) Income (loss) from operations before income taxes $ 276,463 (a) Reflects revenues and profit (loss) from operating segments below the reportable quantitative thresholds. These operating segments include our Tablo business, the Scripps National Spelling Bee and operational aspects of the Scripps News and Scripps Sports business units. None of these operating segments have ever met any of the quantitative thresholds for determining reportable segments. (b) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. (c) Refer to Note 1. Summary of Significant Accounting Policies for disclosure of costs captured in programming. (d) Other segment items for each reportable segment includes marketing and advertising expenses, research costs, certain occupancy costs and other administrative costs. F-45 Other segment disclosures are as follows: For the years ended December 31, (in thousands) 2024 2023 2022 Depreciation: Local Media $ 41,651 $ 39,642 $ 40,479 Scripps Networks 19,199 19,600 19,360 Total depreciation for reportable segments 60,850 59,242 59,839 Other 243 184 189 Shared services and corporate 899 1,299 1,915 Total depreciation $ 61,992 $ 60,725 $ 61,943 Amortization of intangible assets: Local Media 34,762 36,322 35,461 Scripps Networks 51,904 52,036 56,836 Total amortization of intangible assets for reportable segments 86,666 88,358 92,297 Other 1,777 1,795 1,870 Shared services and corporate 4,793 4,227 4,323 Total amortization of intangible assets $ 93,236 $ 94,380 $ 98,490 Additions to property and equipment: Local Media 45,778 55,244 58,350 Scripps Networks 12,095 5,654 13,444 Total additions to property and equipment for reportable segments 57,873 60,898 71,794 Other 959 75 54 Shared services and corporate 6,645 1,530 374 Total additions to property and equipment $ 65,477 $ 62,503 $ 72,222 A disaggregation of the principal activities from which we generate revenue is as follows: For the years ended December 31, (in thousands) 2024 2023 2022 Operating revenues: Core advertising $ 1,330,191 $ 1,444,539 $ 1,549,277 Political 362,523 33,460 208,112 Distribution 784,573 779,217 660,317 Other 32,485 35,696 35,509 Total operating revenues $ 2,509,772 $ 2,292,912 $ 2,453,215 F-46 Total assets by segment for the years ended December 31 were as follows: As of December 31, (in thousands) 2024 2023 Assets: Local Media $ 2,323,964 $ 2,393,660 Scripps Networks 2,753,971 2,878,936 Total assets by reportable segments 5,077,935 5,272,596 Other (a) 34,800 58,460 Shared services and corporate 85,840 79,064 Total assets $ 5,198,575 $ 5,410,120 (a) Reflects assets of operating segments below the reportable quantitative thresholds. These operating segments include our Tablo business, the Scripps National Spelling Bee and operational aspects of the Scripps News and Scripps Sports business units. 16. Commitments and Contingencies In the ordinary course of business, we enter into contractual commitments for network affiliation agreements, the acquisition of programming and for other purchase and service agreements. Minimum payments on such contractual commitments at December 31, 2024 were: $ 936.0 million in 2025, $ 541.8 million in 2026, $ 256.2 million in 2027, $ 120.5 million in 2028, $ 42.3 million in 2029 and $ 17.4 million in later years. We expect these contracts will be replaced with similar contracts upon their expiration. We are involved in litigation arising in the ordinary course of business, such as defamation actions and governmental proceedings primarily relating to renewal of broadcast licenses, none of which is expected to result in material loss. 17. Capital Stock and Share-Based Compensation Plans Capital Stock — We have two classes of common shares, Common Voting shares and Class A Common shares. The Class A Common shares are only entitled to vote on the election of the greater of three or one-third of the directors and other matters as required by Ohio law. On January 7, 2021, we issued 6,000 shares of Series A preferred stock, having a face value of $ 100,000 per share. The preferred shares are perpetual and will be redeemable at the option of the Company beginning on the fifth anniversary of issuance, and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the preferred shares), in each case at a redemption price of 105 % of the face value, plus accrued and unpaid dividends (whether or not declared). As long as the Company pays quarterly dividends in cash on the preferred shares, the dividend rate will be 8 % per annum. Preferred stock dividends declared and paid were $ 48.0 million in 2023. As of June 30, 2023, we had transitioned into an accumulated deficit position. As a result, dividends declared after June 30, 2023 have been recognized as a reduction to additional paid-in-capital. If dividends on the preferred shares, which compound quarterly, are not paid in full in cash, the rate will increase to 9 % per annum for the remaining period of time that the preferred shares are outstanding. We did not declare or provide payment for any of the 2024 quarterly dividends. As of December 31, 2024, aggregated undeclared and unpaid cumulative dividends totaled $ 55.8 million and the redemption value of the preferred stock totaled $ 688 million. Class A Common Shares Stock Warrant — In connection with the issuance of the preferred shares, Berkshire Hathaway, Inc. ("Berkshire Hathaway") also received a warrant to purchase up to 23.1 million Class A shares, at an exercise price of $ 13 per share. The warrant is exercisable at the holder’s option at any time or from time to time, in whole or in part, until the first anniversary of the date on which no preferred shares remain outstanding. Share Repurchase Plan — Shares may be repurchased from time to time at management's discretion. Shares can be repurchased under the authorization via open market purchases or privately negotiated transactions, including accelerated stock repurchase transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 of the Securities Exchange Act of 1934. Under the terms of the preferred shares, we are prohibited from paying dividends on and repurchasing our common shares until all preferred shares are redeemed. No shares were repurchased during 2024, 2023 or 2022. F-47 Incentive Plans — The Company has a long-term incentive plan (the “Plan”) that permits the granting of incentive and nonqualified stock options, stock appreciation rights, restricted stock units ("RSUs"), restricted and unrestricted Class A Common shares and performance units to key employees and non-employee directors. We satisfy stock option exercises and vested stock awards with newly issued shares. We have not issued any new stock options since 2008. As of December 31, 2024, approximately 13.6 million shares were available for future stock compensation awards. Restricted Stock Units — Awards of RSUs generally require no payment by the employee. RSUs are converted into an equal number of Class A Common shares when vested. These awards generally vest over a three or four year period, conditioned upon the individual’s continued employment through that period. Awards vest immediately upon the retirement, death or disability of the employee or upon a change in control of Scripps or in the business in which the individual is employed. Unvested awards may be forfeited if employment is terminated for other reasons. Awards are nontransferable during the vesting period, but the awards are entitled to all the rights of an outstanding share, including receiving stock dividend equivalents. There are no post-vesting restrictions on awards granted to employees and non-employee directors. Long-term incentive compensation includes performance share awards. Performance share awards represent the right to receive an award of RSUs if certain performance measures are met. Each award specifies a target number of shares to be issued and the specific performance criteria that must be met. The number of shares that an employee receives may be less or more than the target number of shares depending on the extent to which the specified performance measures are met or exceeded. The following table summarizes our RSU activity: Fair Value Number of Shares Weighted Average Range of Prices Unvested at December 31, 2021 2,385,496 $ 17.25 $ 9 - 23 Awarded 1,867,083 19.19 14 - 22 Vested ( 1,147,220 ) 21.20 11 - 22 Forfeited ( 57,074 ) 20.07 9 - 23 Unvested at December 31, 2022 3,048,285 18.57 9 - 23 Awarded 1,938,617 8.46 7 - 8 Vested ( 1,224,417 ) 11.61 5 - 15 Forfeited ( 46,570 ) 15.26 8 - 23 Unvested at December 31, 2023 3,715,915 13.11 7 - 23 Awarded 2,204,557 3.90 4 - 8 Vested ( 1,541,364 ) 3.87 2 - 9 Forfeited ( 77,195 ) 8.51 4 - 23 Unvested at December 31, 2024 4,301,913 8.22 4 - 23 The following table summarizes additional information about RSU vesting: For the years ended December 31, (in thousands) 2024 2023 2022 Fair value of RSUs vested $ 5,929 $ 14,171 $ 24,321 Tax benefits realized on vesting 1,440 3,409 5,902 F-48 Share-based Compensation Costs Share-based compensation costs were as follows: For the years ended December 31, (in thousands) 2024 2023 2022 Total share-based compensation $ 15,177 $ 20,490 $ 21,596 Share-based compensation, net of tax 11,492 15,560 16,355 As of December 31, 2024, $ 12.8 million of total unrecognized compensation costs related to RSUs and performance shares is expected to be recognized over a weighted-average period of 1.4 years. 18. Accumulated Other Comprehensive Income (Loss) Changes in the accumulated other comprehensive income (loss) ("AOCI") balance by component consisted of the following for the respective years: (in thousands) Defined Benefit Pension Items Other Total As of December 31, 2022 $ ( 77,327 ) $ ( 144 ) $ ( 77,471 ) Other comprehensive income (loss) before reclassifications, net of tax of $ 624 and $( 38 ) 1,972 ( 119 ) 1,853 Amounts reclassified from AOCI, net of tax of $ 34 108 — 108 Net current-period other comprehensive income (loss) 2,080 ( 119 ) 1,961 As of December 31, 2023 ( 75,247 ) ( 263 ) ( 75,510 ) Other comprehensive income (loss) before reclassifications, net of tax of $ 55 and $( 28 ) 170 ( 86 ) 84 Amounts reclassified from AOCI, net of tax of $ 38 120 — 120 Net current-period other comprehensive income (loss) 290 ( 86 ) 204 As of December 31, 2024 $ ( 74,957 ) $ ( 349 ) $ ( 75,306 ) Amounts reclassified to net earnings for defined benefit pension items relate to the amortization of actuarial gains (losses) and settlement charges. These amounts are included within the defined benefit pension plan expense caption on our Consolidated Statements of Operations. See Note 14. Employee Benefit Plans for additional information. F-49