# E.W. SCRIPPS Co (SSP) FY 2024 MD&A

Verbatim Item 7 Management's Discussion and Analysis from E.W. SCRIPPS Co's 10-K for fiscal year 2024.

SEC filing source: https://www.sec.gov/Archives/edgar/data/832428/000083242825000012/ssp-20241231.htm
Accession: 0000832428-25-000012
Filing date: 2025-03-12
Report date: 2024-12-31
Extracted from a later financial-section MD&A body after the formal Item 7 span was a short reference.
Confidence: high

Company profile: /company/SSP/
All MD&A years: /company/SSP/mda/
Previous year: /company/SSP/mda/fy2023/ (FY 2023)
Next year: /company/SSP/mda/fy2025/ (FY 2025)

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:

[[GREPCENT_TABLE]]
[["","","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)","%","","$","2,453,215"],["Cost of revenues, excluding depreciation and amortization","","(1,320,774)","","","2.9","%","","(1,283,324)","","","4.0","%","","(1,233,769)"],["Selling, general and administrative expenses, excluding depreciation and amortization","","(606,178)","","","(1.4)","%","","(614,769)","","","(1.3)","%","","(623,161)"],["Acquisition and related integration costs","","\u2014","","","","","\u2014","","","","","(1,642)"],["Restructuring costs","","(33,525)","","","","","(38,612)","","","","","\u2014"],["Depreciation and amortization of intangible assets","","(155,228)","","","","","(155,105)","","","","","(160,433)"],["Impairment of goodwill","","\u2014","","","","","(952,000)","","","","","\u2014"],["Gains (losses), net on disposal of property and equipment","","18,424","","","","","(2,344)","","","","","(5,866)"],["Operating income (loss)","","412,491","","","","","(753,242)","","","","","428,344"],["Interest expense","","(210,344)","","","","","(213,512)","","","","","(161,130)"],["Gain on extinguishment of debt","","\u2014","","","","","\u2014","","","","","8,589"],["Defined benefit pension plan income","","674","","","","","650","","","","","2,613"],["Miscellaneous, net","","7,160","","","","","(1,407)","","","","","(1,953)"],["Income (loss) from operations before income taxes","","209,981","","","","","(967,511)","","","","","276,463"],["Benefit (provision) for income taxes","","(63,763)","","","","","19,727","","","","","(80,561)"],["Net income (loss)","","$","146,218","","","","","$","(947,784)","","","","","$","195,902"]]
[[/GREPCENT_TABLE]]

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:

[[GREPCENT_TABLE]]
[["","","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)","%","","$","386,369"],["Scripps Networks","","190,175","","","(15.8)","%","","225,785","","","(27.2)","%","","310,336"],["Other","","(31,632)","","","19.6","%","","(26,451)","","","45.8","%","","(18,140)"],["Shared services and corporate","","(88,941)","","","(3.3)","%","","(91,954)","","","11.8","%","","(82,280)"],["Acquisition and related integration costs","","\u2014","","","","","\u2014","","","","","(1,642)"],["Restructuring costs","","(33,525)","","","","","(38,612)","","","","","\u2014"],["Depreciation and amortization of intangible assets","","(155,228)","","","","","(155,105)","","","","","(160,433)"],["Impairment of goodwill","","\u2014","","","","","(952,000)","","","","","\u2014"],["Gains (losses), net on disposal of property and equipment","","18,424","","","","","(2,344)","","","","","(5,866)"],["Interest expense","","(210,344)","","","","","(213,512)","","","","","(161,130)"],["Gain on extinguishment of debt","","\u2014","","","","","\u2014","","","","","8,589"],["Defined benefit pension plan income","","674","","","","","650","","","","","2,613"],["Miscellaneous, net","","7,160","","","","","(1,407)","","","","","(1,953)"],["Income (loss) from operations before income taxes","","$","209,981","","","","","$","(967,511)","","","","","$","276,463"]]
[[/GREPCENT_TABLE]]

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:

[[GREPCENT_TABLE]]
[["","","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"]]
[[/GREPCENT_TABLE]]

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:

[[GREPCENT_TABLE]]
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[[/GREPCENT_TABLE]]

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

[[GREPCENT_TABLE]]
[["","","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"]]
[[/GREPCENT_TABLE]]

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

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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:

[[GREPCENT_TABLE]]
[["","","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","","","$","2,605,307"],["Interest on debt","","157,059","","","216,695","","","64,005","","","21,940","","","459,699"],["Undeclared and unpaid preferred stock dividends (b)","","\u2014","","","\u2014","","","\u2014","","","55,850","","","55,850"],["Programming: (c)"],["Program licenses, network affiliations and other programming commitments","","837,315","","","735,916","","","162,638","","","17,361","","","1,753,230"],["Employee compensation and benefits:"],["Deferred compensation and other post-employment benefits","","4,721","","","5,049","","","5,004","","","18,421","","","33,195"],["Employment and talent contracts (d)","","74,237","","","62,441","","","1,293","","","\u2014","","","137,971"],["Pension obligations (e)","","1,468","","","20,969","","","29,201","","","4,953","","","56,591"],["Leases (f)","","24,450","","","42,878","","","30,922","","","116,843","","","215,093"],["Other purchase and service commitments (g)","","98,719","","","62,117","","","100","","","\u2014","","","160,936"],["Total contractual cash obligations","","$","1,213,581","","","$","2,301,333","","","$","1,335,519","","","$","627,439","","","$","5,477,872"]]
[[/GREPCENT_TABLE]]

(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.

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(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:

[[GREPCENT_TABLE]]
[["(in thousands)"],["Local Media","","$","905,494"],["Scripps Networks","","1,055,890"],["Other","","7,190"],["Total goodwill","","$","1,968,574"]]
[[/GREPCENT_TABLE]]

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

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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:

[[GREPCENT_TABLE]]
[["","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","%"]]
[[/GREPCENT_TABLE]]

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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.

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