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What changed in E.W. SCRIPPS Co's 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of E.W. SCRIPPS Co's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+147 added−150 removedSource: 10-K (2024-02-23) vs 10-K (2023-02-24)

Top changes in E.W. SCRIPPS Co's 2023 10-K

147 paragraphs added · 150 removed · 120 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

81 edited+21 added−23 removed39 unchanged
Biggest changePalm Beach, Ch. 9 Ind/34 N/A 2029 31 KMCI-TV Kansas City, Ch. 38 Ind/41 N/A 2030 32 KSHB-TV Kansas City, Ch. 41 NBC/42 2024 2030 32 WCPO-TV Cincinnati, Ch. 9 ABC/22 2026 2029 33 KSTU-TV Salt Lake City, Ch. 13 FOX/28 2026 (2) 34 WTMJ-TV Milwaukee, Ch. 4 NBC/28 2024 2029 35 KTNV-TV Las Vegas, Ch. 13 ABC/13 2026 2030 41 WGNT-TV Norfolk, Ch. 27 CW/50 2024 2028 42 WTKR-TV Norfolk, Ch. 3 CBS/40 2026 2028 42 WXMI-TV Grand Rapids, Ch. 17 FOX/19 2026 2029 43 WFTX-TV Fort Myers/Naples, Ch. 4 FOX/35 2026 2029 49 WKBW-TV Buffalo, Ch. 7 ABC/38 2026 2023 51 WTVR-TV Richmond, Ch. 6 CBS/25 2026 2028 55 KJRH-TV Tulsa, Ch. 2 NBC/8 2024 2030 61 WGBA-TV Green Bay/Appleton, Ch. 26 NBC/41 2024 2029 65 WACY-TV Green Bay/Appleton, Ch. 32 Ind/27 N/A 2029 65 WLEX-TV Lexington, Ch. 18 NBC/39 2024 2029 67 KMTV-TV Omaha, Ch. 3 CBS/45 2026 2030 73 KWBA-TV Tucson, Ch. 58 CW/44 2024 2030 80 KGUN-TV Tucson, Ch. 9 ABC/9 2026 2030 80 KOAA-TV Colorado Springs, Ch.5 NBC/42 2024 2030 87 KXXV-TV Waco, Ch.25 ABC/26 2026 (2) 93 KIVI-TV Boise, Ch. 6 ABC/24 2026 2030 107 WSYM-TV Lansing, Ch. 47 FOX/38 2026 2029 109 WTXL-TV Tallahassee, Ch. 27 ABC/27 2026 2029 114 KERO-TV Bakersfield, Ch. 23 ABC/10 2026 (2) 122 KATC-TV Lafayette, Ch. 3 ABC/28 2026 2029 123 KSBY-TV San Luis Obispo/Santa Barbara, Ch. 6 NBC/15 2024 (2) 126 KRIS-TV Corpus Christi, Ch. 6 NBC/13 2024 2030 131 KPAX-TV Missoula, Ch. 8 CBS/7 2024 2030 163 KTVQ-TV Billings, Ch. 2 CBS/10 2024 2030 167 KXLF-TV Butte-Bozeman, Ch. 4 CBS/5 2024 2030 187 KRTV-TV Great Falls, Ch. 3 CBS/7 2024 2030 195 KTVH-TV Helena, Ch. 12 NBC/12 2024 2030 205 (1) Market rank is based on the 2022 Comscore HH Universe estimates.
Biggest changeMyers-Cape Coral, FL - Ch. 4 FOX/34 2026 2029 50 WTVR-TV Richmond, VA - Ch. 6 CBS/23 2026 2028 55 KJRH-TV Tulsa, OK - Ch. 2 NBC/8 2024 2030 62 WGBA-TV Green Bay-Appleton, WI - Ch. 26 NBC/14 2024 2029 63 WACY-TV Green Bay-Appleton, WI - Ch. 32 Ind/36 N/A 2029 63 WLEX-TV Lexington, KY - Ch. 18 NBC/28 2024 2029 65 KMTV-TV Omaha, NE - Ch. 3 CBS/31 2026 2030 69 KWBA-TV Tucson, AZ - Ch. 58 CW/21 2024 2030 70 KGUN-TV Tucson, AZ - Ch. 9 ABC/9 2026 2030 70 KOAA-TV Colorado Springs, CO - Ch. 5 NBC/25 2024 2030 86 KXXV-TV Waco-Killeen, TX - Ch. 25 ABC/26 2026 2030 93 KIVI-TV Boise, ID - Ch. 6 ABC/24 2026 2030 103 WSYM-TV Lansing, MI - Ch. 47 FOX/28 2026 2029 114 WTXL-TV Tallahassee-Thomasville, FL-GA - Ch. 27 ABC/27 2026 2029 116 KERO-TV Bakersfield, CA - Ch. 23 ABC/10 2026 (2) 120 KATC-TV Lafayette, LA - Ch. 3 ABC/28 2026 2029 124 KSBY-TV Santa Barbara-Santa Maria, CA - Ch. 6 NBC/15 2024 2030 130 KRIS-TV Corpus Christi, TX - Ch. 6 NBC/26 2024 2030 132 KPAX-TV Missoula, MT - Ch. 8 CBS/7 2024 2030 164 KTVQ-TV Billings, MT - Ch. 2 CBS/10 2024 2030 167 KXLF-TV Butte-Bozeman-Silver Bow, MT - Ch. 4 CBS/5 2024 2030 186 KRTV-TV Great Falls, MT - Ch. 3 CBS/7 2024 2030 194 KTVH-TV Helena, MT - Ch. 12 NBC/12 2024 2030 204 (1) Market rank is based on the 2023 Comscore HH Universe estimates.
Our overarching Equity, Diversity and Inclusion ("EDI") strategy focuses on building awareness of the importance of EDI in our workplaces and communities, empowering leaders to employ EDI practices in their business units or reporting structures, and tracking its equity, diversity and inclusion efforts, which culminates in regulatory reporting (Equal Employment Opportunity-1 reports), divisional analysis and regular reports to the Company’s Board of Directors.
Our overarching Equity, Diversity and Inclusion ("EDI") strategy focuses on building awareness of the importance of EDI in our workplaces and communities, empowering leaders to employ EDI practices in their business units or reporting structures, and tracking its equity, diversity and inclusion efforts, which culminates in required regulatory reporting (Equal Employment Opportunity-1 reports), divisional analysis and regular reports to the Company’s Board of Directors.
Cyclical factors influence revenues from our core advertising categories. Some of the cycles are periodic and known well in advance, such as election campaign seasons and special programming events (e.g. the Olympics or the Super Bowl). For 5 example, our NBC affiliates benefit from incremental advertising demand from the coverage of the Olympics.
Cyclical factors influence revenues from our core advertising categories. Some of the cycles are periodic and known well in advance, such as election campaign seasons and special programming events (e.g. the Olympics or the Super Bowl). For 5 example, our NBC affiliates currently benefit from incremental advertising demand from the coverage of the Olympics.
Broadcasters are continuing to deploy a new voluntary digital television standard, ATSC 3.0. This Internet-protocol based transmission method permits television stations to offer enhanced and innovative services coupled with much improved 8 broadcast signal reception, particularly by mobile devices.
Broadcasters are continuing to deploy a new voluntary digital television standard, ATSC 3.0. This Internet-protocol based transmission method permits television stations to offer enhanced and innovative services coupled with much improved broadcast signal reception, particularly by mobile devices.
To engage employees deeper in our organization, we’ve also introduced our EDI Advisory Council, which will leverage employee 13 perspectives on our EDI strategy and supporting tactics. Our Employee Resource Groups have increased across the organization, with each diversity pillar represented.
To engage employees deeper in our organization, we’ve also introduced our EDI Advisory Council, which will leverage employee perspectives on our EDI strategy and supporting tactics. Our Employee Resource Groups have increased across the organization, with each diversity pillar represented.
To that end, we communicate with our workforce through a variety of channels and encourage open and direct communication, including frequent emails and videos from corporate leaders to all employees; daily company social media postings; annual all-employee awards program; employee engagement surveys; and regular town hall meetings with the CEO and other executives.
To that end, we communicate with our workforce through a variety of channels and encourage open and direct communication, including frequent emails and videos from corporate leaders to all employees; daily company social media postings; annual all-employee awards program; and regular town hall meetings with the CEO and other executives.
In addition to the market depth of our 61 local television stations, ION boasts the fifth-largest national broadcast viewership and its network of owned and operated and affiliate stations reaches 100% of U.S. television households through broadcast, cable/satellite and connected TV platforms, providing it the opportunity to run localized, regionalized and national programming.
In addition to the market depth of our local broadcast television stations, ION boasts the fifth-largest national broadcast viewership and its network of owned and operated and affiliate stations reaches nearly 100% of U.S. television households through broadcast, cable/satellite and connected TV platforms, providing it the opportunity to run localized, regionalized and national programming.
We also require our journalists to read and sign our Journalism Code of Ethics, and we provide Social Media Guidelines that help our employees understand how to protect the reputations of themselves and the Company on social media platforms. 14 Professional Development and Training We believe a key factor in employee retention is training and professional development for our talent.
We also require our journalists to read and sign our Journalism Code of Ethics, and we provide Social 14 Media Guidelines that help our employees understand how to protect the reputations of themselves and the Company on social media platforms. Professional Development and Training We believe a key factor in employee retention is training and professional development for our people.
We have trained employees in our news departments to be multi-media journalists, allowing us to pursue a “hyper-local” strategy by having more reporters covering local news for our over-the-air and digital platforms. In addition to news programming, our television stations run network programming, syndicated programming and original programming.
We have trained employees in our news departments to be multi-media journalists, allowing us to pursue a “hyper-local” strategy by having more reporters covering local news for our over-the-air and digital platforms. In addition to news programming, our television stations run network programming, local sporting events, syndicated programming and original programming.
In January of 2023, we announced a strategic restructuring and reorganization of the Company that will further leverage our strong position in the U.S. television ecosystem and propel our growth across new distribution platforms and emerging media marketplaces.
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.
Economic cycles are less predictable and beyond our control. Due to increased demand in the spring and holiday seasons, the second and fourth quarters normally have higher advertising revenues than the first and third quarters. Political Advertising Political advertising is generally sold through our Washington D.C. sales office.
Economic cycles are less predictable and beyond our control. Due to increased demand in the spring and holiday seasons, the second and fourth quarters normally have higher advertising revenues than the first and third quarters. Political Advertising Political advertising is generally sold through our Washington, D.C. sales office. Advertising is sold to presidential, gubernatorial, U.S.
Scripps News combines the development and distribution of Newsy programming content, the Local Media national desk and our award-winning investigative reporting newsroom in Washington, D.C. into one coordinated organization. The combined operation will more efficiently serve national audiences and our local television stations.
Scripps News combines the development and distribution of Newsy programming, the Local Media national desk and our award-winning investigative reporting newsroom in Washington, D.C. into one coordinated organization. The combined operation more efficiently serves national audiences and our local television stations.
In 2022, Congress passed the Low Power Protection Act, which directs the FCC to adopt rules that will allow certain low-power television stations to apply for “Class A” regulatory status, which will provide those stations with increased protection from interference.
In 2022, Congress passed the Low Power Protection Act, which directed the FCC to adopt rules that will allow certain low-power television stations in smaller markets to apply for “Class A” regulatory status, which will provide those stations with increased protection from interference.
Identifying quality talent is at the heart of everything we do and our business success is dependent upon our ability to attract, develop and retain highly qualified employees. Our core values of courage, compassion, excellence, fairness, integrity and respect establish the foundation on which the culture is built and represent the key expectations we have of our employees.
Identifying quality talent is at the heart of everything we do and our business success is dependent upon our ability to attract, develop and retain highly qualified employees. Our core values of courage, compassion, curiosity and community establish the foundation on which the culture is built and represent the key expectations we have of our employees.
Local advertising time is sold by each station’s local sales staff who call upon advertising agencies and local businesses, which typically include advertisers such as car dealerships, health-care facilities and other service providers.
Local advertising time is sold by each station’s local sales staff calling upon advertising agencies and local businesses, which typically include advertisers such as car dealerships, health-care facilities, home improvement companies and other service providers.
Financial information for each of our business segments can be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Notes to Consolidated Financial Statements of this Form 10-K. 4 LOCAL MEDIA Our Local Media segment is comprised of our 61 local broadcast television stations and their related digital operations.
Financial information for each of our business segments can be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Notes to Consolidated Financial Statements of this Form 10-K. LOCAL MEDIA Our Local Media segment includes more than 60 local television stations and their related digital operations.
Programming costs, which include network affiliation fees, syndicated programming and shows produced for us or in partnership with others, were 43% of our Local Media segment's costs and expenses in 2022. Our network-affiliated stations broadcast programming that is supplied to us by the networks in various dayparts.
Programming costs, which include network affiliation fees, local sports rights fees, syndicated programming and shows produced for us or in partnership with others, were 44% of our Local Media segment's costs and expenses in 2023. Our network-affiliated stations broadcast programming is supplied to us by the Big 4 broadcast networks in various dayparts.
National advertising time is generally sold through national sales representative firms that call upon advertising agencies, whose clients typically include automobile manufacturers and dealer groups, telecommunications companies and insurance providers. Digital revenues are primarily generated from the sale of advertising to local and national customers on our local television websites, smartphone apps, tablet apps and other platforms.
National advertising time is generally sold by calling upon advertising agencies, whose clients typically include businesses such as automobile manufacturers and dealer groups, telecommunications companies and insurance providers. Digital revenues are primarily generated from the sale of advertising to local and national customers on our local television websites, smartphone apps, tablet apps and other platforms.
For stations that do not elect mandatory carriage, FCC rules most recently revised in 2020 require parties to negotiate in “good faith” for retransmission consent agreements, and the FCC has imposed significant fines on parties who have been found to have violated these requirements.
Satellite video providers may not carry a broadcast station without its consent. For stations that do not elect mandatory carriage, FCC rules most recently revised in 2020 require parties to negotiate in “good faith” for retransmission consent agreements, and the FCC has imposed significant fines on parties who have been found to have violated these requirements.
ION Mystery ION Mystery is available in approximately 99% of U.S. television broadcast homes and its programming is anchored in popular true-crime and justice procedural programming. Programming on ION Mystery includes Bones , Scorpion , and CSI franchises. In 2022, ION Mystery was launched as a FAST channel with distribution across multiple streaming services.
Grit Xtra is available as a FAST channel with distribution across multiple streaming services. ION Mystery ION Mystery is available in approximately 98% of U.S. television broadcast homes, and its programming is anchored in popular true-crime and justice procedural programming. Programming on ION Mystery includes NCIS and CSI franchises.
The FCC remains committed to permitting non-broadcast spectrum use in the “white spaces” between television stations' protected service areas despite broadcasters’ concerns about the possibility of harmful interference to their existing service and to the potential for innovative uses of their broadcast spectrum in the future.
Scripps stations in several markets are operating with the new transmission protocol. 11 The FCC remains committed to permitting non-broadcast spectrum use in the “white spaces” between television stations' protected service areas despite broadcasters’ concerns about the possibility of harmful interference to their existing service and to the potential for innovative uses of their broadcast spectrum in the future.
Due to increased demand in the spring and holiday seasons, the second and fourth quarters normally have higher advertising revenues than the first and third quarters. Programming expenses, employee costs and sales and marketing expenses are the primary operating costs of our Scripps Networks segment.
Revenue from advertising is subject to seasonality, market-based variations and general economic conditions. Due to increased demand in the spring and holiday seasons, the second and fourth quarters normally have higher advertising revenues than the first and third quarters. Programming expenses, employee costs and sales and marketing expenses are the primary operating costs of our Scripps Networks segment.
We also have 12 CW affiliates - four on full power stations and eight on multicast; five independent stations and 10 additional low power stations. We produce high-quality news, information and entertainment content that informs and engages our local communities. We distribute our content on multiple platforms, including broadcast, digital, mobile, social and over-the-top ("OTT").
We also have seven CW affiliates - four on full power stations and three on multicast; seven independent stations and 10 additional low power stations. We provide free over-the-air news, information, sports and entertainment content that informs and engages our local communities. We distribute our content on multiple platforms, including broadcast, digital, mobile, social and over-the-top ("OTT").
The components of these plans include: • HR/EDI Strategic Purpose/Enterprise HR Objective: Foster diverse, inclusive, respectful workplaces focused on recruiting and developing talent that drives a high-performance, mission-oriented culture to support business objectives. • EDI Mission: Cultivate a culture of inclusion where everyone is valued, informed and empowered to fully realize their Scripps story. • EDI Vision: Transforming our business and the communities where we live, work and play by acknowledging, incorporating and uplifting our increasingly diverse world.
The components of these plans include: • Enterprise HR Objective: Foster diverse, inclusive, respectful workplaces focused on recruiting and developing talent that drives a high-performance, mission-oriented culture to support business objectives. • EDI Mission: Cultivate a culture of inclusion where everyone is valued, informed and empowered to fully realize their Scripps story. • EDI Vision: Transforming our business and the communities where we live, work and play by acknowledging, incorporating and uplifting our increasingly diverse world. 13 Our four diversity pillars are: Race, Gender, LGBTQ+ and veterans, and we hope to add a fifth, disability, before year end 2024.
The EDI team has developed plans to direct our Company based on our guiding principles: • Culture - To foster a culture that embraces each person's diversity and empowers employees to reach their full potential, • People - To attract and retain diverse talent through strategic recruiting practices and professional development to reflect the communities we serve, and • Business - to create additional value for Scripps and drive stronger business results by leveraging new ideas and innovation that stem from a culture of inclusion.
This past year, we designated the CDO as a standalone role with a singular focus on EDI that directs our EDI strategy based on our guiding principles: • Culture - To foster a culture that embraces each person's diversity and empowers employees to reach their full potential, • People - To attract and retain diverse talent through strategic recruiting practices and professional development to reflect the communities we serve, and • Business - to create additional value for Scripps and drive stronger business results by leveraging new ideas and innovation that stem from a culture of inclusion.
ION elects government-mandated must-carry provisions, thereby ensuring its programming is available on cable and satellite systems. In 2022, ION was launched as a free advertising-supported streaming television ("FAST") channel with distribution across multiple streaming services. Bounce Bounce is available in approximately 98% of U.S. television broadcast homes.
ION generally elects government-mandated must-carry provisions, thereby ensuring its programming is available on cable and satellite systems. ION is available as a free advertising-supported streaming television ("FAST") channel with distribution across multiple streaming services. Bounce Bounce is available in approximately 98% of U.S. television broadcast homes. Bounce is an African American broadcast network dedicated to inspiring, empowering and entertaining viewers.
ION Our ION national television network reaches around 80 million domestic homes through its 44 owned and operated OTA broadcast TV stations, on pay TV platforms and independent broadcast affiliates that carry the ION programming. ION broadcasts popular scripted crime and justice procedural programming and has the fifth-largest average prime-time audience among all broadcast networks on television.
It is available through its owned and operated OTA broadcast TV stations, on pay TV platforms and independent broadcast affiliates that carry the ION programming. ION broadcasts popular scripted crime and justice procedural programming and has the fifth-largest average prime-time audience among all broadcast networks on television.
The national networks are carried on both our owned and operated television stations and from carriage agreements with other broadcast stations. Our OTA television networks are well-positioned to capitalize on cord-cutting trends and provide a platform for delivering mass audiences to national advertisers.
The national networks are carried on both our owned and operated television stations and from carriage agreements with other broadcast stations. Our over-the-air ("OTA") television networks are well-positioned to capitalize on cord-cutting trends and provide a platform for delivering mass audiences to national advertisers. ION Our ION national television network is available in nearly 100% of U.S. television broadcast homes.
Our four diversity pillars are: Race, Gender, LGBTQ+ and veterans. As a key focus of our EDI journey, we have labored to help both employees and external stakeholders understand how and why Scripps is focused on a more equitable, diverse and inclusive workplace. The awareness and educational part of our strategy is foundational to improving representation in our workforce.
As a foundation of our EDI journey, we work to help both employees and external stakeholders understand how and why Scripps is focused on a more equitable, diverse and inclusive workplace. The awareness and educational part of our strategy is foundational to improving representation in our workforce.
Our sports division will be comprised of a limited number of personnel that will seek and negotiate sports rights for the benefit of our Local Media and Scripps Networks businesses. The revenues earned and any sports rights fees or other direct expenses incurred will reside within those respective businesses. Scripps is a leader in free, ad-supported television.
Scripps Sports is comprised of a limited number of employees who seek and negotiate sports rights for the benefit of our Local Media and Scripps Networks businesses. The revenues earned and any sports rights fees or other direct expenses incurred reside within those respective businesses.
Programming expenses accounted for 53% of our Scripps Networks segment's costs and expenses in 2022, reflecting both the costs of investing in quality programming and costs of distribution from carriage agreements with local television broadcasters and cable and satellite providers.
Programming expenses accounted for 54% of our Scripps Networks segment's costs and expenses in 2023, reflecting the costs of investing in quality programming, costs of distribution from carriage agreements with local television broadcasters and cable and satellite providers and costs of programming acquired under multi-year sports rights agreements.
Item 1. Business We are a 144-year-old media enterprise with interests in local and national media brands. Founded in 1878, our motto is "Give light and the people will find their own way." Our mission is to do well by doing good — creating value for customers, employees and owners by informing, engaging and empowering those we serve.
Item 1. Business Founded in 1878, The E.W. Scripps Company motto is "Give light and the people will find their own way." Our mission is to do well by doing good — creating value for customers, employees and owners by informing, engaging and empowering those we serve.
Expenses Employee costs accounted for 38% of our Local Media segment's costs and expenses in 2022. We centralize certain functions, such as master control, traffic, graphics, research and political advertising, at company-owned hubs that do not require a presence in the local markets.
During 2023, we completed renewal negotiations on distribution agreements covering approximately 75% of our subscriber households. Expenses Employee costs accounted for 39% of our Local Media segment's costs and expenses in 2023. We centralize certain functions, such as master control, traffic, graphics, research and political advertising, at company-owned hubs that do not require a presence in the local markets.
In addition, Scripps employees across the country are giving back in their local communities through reporting on critical issues, entertaining audiences with quality content, fundraising to help those in need and volunteering for important causes.
We also welcome communication from our employees through focus groups, employee experience councils and town hall meeting surveys. In addition, Scripps employees across the country are giving back in their local communities through reporting on critical issues, entertaining audiences with quality content, fundraising to help those in need and volunteering for important causes.
We serve audiences and businesses in our Local Media division through a portfolio of 61 local television stations in 41 markets. Our local stations have programming agreements with ABC, NBC, CBS, FOX and the CW.
We serve audiences and businesses through a portfolio of more than 60 local television stations in more than 40 markets and national news and entertainment networks. Our local stations have programming agreements with ABC, NBC, CBS, FOX and the CW.
Similarly, satellite video providers are required to carry the signal of those television stations that request carriage and that are located in markets in which the satellite carrier chooses to retransmit at least one local station. Satellite video providers may not carry a broadcast station without its consent.
Stations may waive their must-carry rights and instead negotiate retransmission consent agreements with local cable companies. Similarly, satellite video providers are required to carry the signal of those television stations that request carriage and that are located in markets in which the satellite carrier chooses to retransmit at least one local station.
Scripps has launched a major national consumer marketing campaign to broaden antenna use even more, as well as working with key partners in retail, manufacturing and antenna installation, to help television owners understand the quality and quantity of programming available over the air and the ease of antenna use.
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 most cases, advertising sales in the upfront and scatter markets are subject to ratings guarantees that require us to provide additional advertising time if the guaranteed audience levels are not achieved. Similar to the scatter market, direct response advertisers buy their spots closer to the time when the spots will run and pricing can vary based on demand.
Scatter market pricing can vary from upfront pricing and can be volatile. In most cases, advertising sales in the upfront and scatter markets are subject to ratings guarantees that require us to provide additional advertising time if the guaranteed audience levels are not achieved.
While there can be no assurance regarding the renewal of our broadcast licenses, we have never had a license revoked, have never been denied a renewal, and all previous renewals have been for the maximum term. FCC regulations govern the ownership of television stations, and the agency is required by statute to periodically review these rules.
While there can be no assurance regarding the renewal of our broadcast licenses, we have never had a license revoked, have never been denied a renewal, and all previous renewals have been for the maximum term.
Louis, MO 28 2029 23 WFPX Raleigh-Durham, NC 32 2028 24 WRPX Raleigh-Durham, NC 32 2028 24 KPXG Portland,OR 22 2023 26 WNPX Nashville, TN 32 2029 28 KUPX Salt Lake City, UT 29 2030 34 WPXE Milwaukee, WI 30 2029 35 WSFJ Columbus, OH 19 2029 36 KPXL San Antonio, TX 26 2030 37 KMCC Las Vegas, NV 32 (2) 41 WPXC Jacksonville, FL-Brunswick, GA 24 2029 44 WPXQ Providence, RI 17 2023 53 WPXL New Orleans, LA 33 2029 54 WQPX Wilkes Barre-Scranton, PA 33 2023 57 WPXK Knoxville, TN 18 2029 59 KTPX Tulsa, OK 28 2030 61 WKOI Dayton, OH 31 2029 62 WIPL Portland-Auburn, ME 24 2023 69 KFPX Des Moines-Ames, IA 36 2030 72 WLPX Charleston-Huntington, WV 18 2028 74 WPXR Roanoke, VA 27 2028 75 WZRB Columbia, SC 25 2028 79 WSPX Syracuse, NY 36 2023 82 KPXR Cedar Rapids, IA 22 2030 94 WEPX Greenville-New Bern, NC 36 2028 97 WPXU Greenville-New Bern, NC 16 2028 97 WTPX Wausau-Rhinelander, WI 19 2029 135 (1) Market rank is based on the 2022 Comscore HH Universe estimates.
Louis, MO 28 2029 22 WFPX Raleigh-Durham, NC 32 2028 23 WRPX Raleigh-Durham, NC 32 2028 23 WINP Pittsburgh, PA 16 2031 24 KPXG Portland, OR 22 2031 25 WNPX Nashville, TN 32 2029 28 WPXE Milwaukee, WI 30 2029 31 WSFJ Columbus, OH 19 2029 34 KPXL San Antonio, TX 26 2030 38 WPXC Jacksonville, FL 24 2029 44 WPXQ Providence, RI 17 2031 52 WPXL New Orleans, LA 33 2029 53 WQPX Wilkes Barre-Scranton, PA 33 2031 57 WPXK Knoxville, TN 18 2029 58 WKOI Dayton, OH 31 2029 61 KTPX Tulsa, OK 28 2030 62 KFPX Des Moines, IA 36 2030 71 WPXR Roanoke-Lynchburg, VA 27 2028 72 WIPL Portland, ME 24 2031 76 WLPX Charleston-Huntington, WV 18 2028 79 WZRB Columbia, SC 25 2028 81 WSPX Syracuse, NY 36 2031 82 KPXR Cedar Rapids, IA 22 2030 90 WEPX Greenville-Jacksonville, NC 36 2028 98 WPXU Greenville-Jacksonville, NC 16 2028 98 WTPX Wausau-Stevens Point, WI 19 2029 131 (1) Market rank is based on the 2023 Comscore HH Universe estimates. 10 Federal Regulation of Broadcasting — Broadcast television is subject to the jurisdiction of the FCC pursuant to the Communications Act of 1934, as amended (“Communications Act”).
These arrangements are generally governed by multi-year contracts and the fees we receive are typically based on the number of subscribers the respective distributor has and the contracted rate per subscriber. Approximately 75% of subscribers within our retransmission consent agreements are subject to negotiation in 2023.
Distribution revenues were 54% of our Local Media segment's revenues in 2023. 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.
We celebrate our history and heritage months and ensure ongoing learning opportunities through The Welcome Table, which highlights educational awareness; Courageous Conversations, showcasing robust, candid discourse among employees and speakers; EDI Academy, which promotes intimate topical exchanges; and our annual Diversity Symposium.
We now celebrate our history and heritage months throughout the year and ensure ongoing learning opportunities through The Welcome Table, which highlights educational awareness; Courageous Conversations, showcasing robust, candid discourse among employees and speakers; EDI Academy, which promotes intimate topical exchanges; EDI Journey, which pairs two employees from diverse backgrounds on a six-week getting-to-know you program filled with meaningful conversations, and our annual Diversity Symposium.
Our stations compete for advertising revenues with other sources of local media, including competitors’ television stations in the same markets, radio stations, cable television systems, newspapers, digital platforms and direct mail.
Pricing of broadcast spot advertising is based on audience size and share, the demographics of our audiences and the demand for our limited inventory of commercial time. Our stations compete for advertising revenues with other sources of local media, including competitors’ television stations in the same markets, radio stations, cable television systems, newspapers, digital platforms and direct mail.
In the scatter market, advertisers buy their spots closer to the time when the spots will run. The mix of upfront and scatter market advertising time sold is based upon the economic conditions at the time the sales take place, impacting the sell-out levels management is willing or able to obtain.
The mix of upfront and scatter market advertising time sold is based upon the economic conditions at the time the sales take place, impacting the sell-out levels management is willing or able to obtain. The demand in the scatter market then impacts the pricing achieved for our remaining general market advertising inventory.
We cannot predict the outcome of these open proceedings, the expected court reviews of any changes to the FCC's television ownership rules, or the effect of further FCC rule revisions on our stations' operations or our business.
Scripps' current national audience reach is 38.0% of television households after application of the “UHF discount.” We cannot predict the outcome of these open proceedings, the expected court reviews of the FCC's most recent changes to its television ownership rules, or the effect of further FCC rule revisions on our stations' operations or our business.
Advertising revenue is sold in the upfront, scatter (together called general market), direct response and connected TV markets. In the upfront market, advertisers buy advertising time for upcoming seasons and, by committing to purchase in advance, lock in the advertising rates they will pay for the upcoming year.
In the upfront market, advertisers buy advertising time for upcoming seasons and, by committing to purchase in advance, lock in the advertising rates they will pay for the upcoming year. In the scatter market, advertisers buy their spots closer to the time when the spots will run.
Distribution Revenues We earn revenues from cable operators, satellite carriers, other multi-channel video programming distributors (collectively "MVPDs"), other online video distributors and subscribers for access rights to our broadcast signals. Distribution revenues were 44% of our Local Media segment's revenues in 2022.
Additionally, our operating results are impacted by the number, importance and competitiveness of individual political races and issues discussed in our local markets. Distribution Revenues We earn revenues from cable operators, satellite carriers, other multi-channel video programming distributors (collectively "MVPDs"), other online video distributors and subscribers for access rights to our local broadcast signals.
In late 2020, the FCC declined to adopt its own vacant channel proposal, although petitions for reconsideration of this decision remain pending. We cannot predict the outcome of these proceedings or their possible impact on the Company.
In late 2020, the FCC declined to adopt its own vacant channel proposal, although it continues to explore other ways to allow use of “white spaces” by unlicensed operators. We cannot predict the outcome of these proceedings or their possible impact on the Company.
Scripps News (formerly Newsy) Scripps News is our national news network focused on bringing objective, fact-based reporting and analysis on world and national news, including politics, entertainment, science and technology.
Laff More is available as a FAST channel with distribution across multiple streaming services. Scripps News Scripps News is our national news network focused on bringing objective, fact-based reporting and analysis on world and national news, including politics, entertainment, science and technology.
Direct response advertisers buy spots based on expected performance, giving advertisers an efficient and measured way to reach their customers. Direct response advertising is not subject to ratings guarantees. Revenue from advertising is subject to seasonality, market-based variations and general economic conditions.
Similar to the scatter market, direct response advertisers buy their spots closer to the time when the spots will run, and pricing can vary based on demand. Direct response advertisers buy spots based on expected performance, giving advertisers an efficient and measured way to reach their customers. Direct response advertising is not subject to ratings guarantees.
Advertising is sold to presidential, gubernatorial, Senate and House of Representative candidates, as well as for state races and local issues. It is also sold to political action groups (PACs) or other advocacy groups. Political advertising revenues were 13% of our Local Media segment's revenues in 2022.
Senate and House of Representative candidates, as well as for state races and local issues. It is also sold to political action groups (PACs) and other advocacy groups. Political advertising revenues were 2.4% of our Local Media segment's revenues in 2023, an off-cycle election year. Political advertising revenues increase significantly during even-numbered years when local, state and federal elections occur.
Employees As of December 31, 2022, we had approximately 5,700 full-time equivalent employees, of whom approximately 4,400 were with Local Media and 900 with Scripps Networks. Various labor unions represent approximately 400 employees, all of which are in Local Media. We have not experienced any work stoppages at our current operations since 1985.
Our company has a long history of evolving to meet the changing needs of the media consumer. Employees As of December 31, 2023, we had approximately 5,200 employees, including full-time and part-time employees. Various labor unions represent approximately 400 employees, all of which are in Local Media. We have not experienced any work stoppages at our current operations since 1985.
Our strategy is to balance syndicated programming with original programming that we control. We believe this strategy improves our Local Media division's financial performance.
Our strategy is to balance syndicated programming with original programming that we control. We believe this strategy improves our Local Media division's financial performance. We also provide live, local sporting events on many of our stations by acquiring local television broadcast rights for these events.
Palm Beach, Ch. 5 NBC/12 2024 2029 31 WHDT-TV W.
Lucie, FL - Ch. 5 NBC/12 2024 2029 35 WHDT-TV West Palm Beach-Port St.
Leading Scripps’ diversity, equity and inclusion strategies across the enterprise is a chief diversity officer. She and her team partner with business and human resources leaders to develop and implement the EDI strategy as well as action plans that continually evolve Scripps’ EDI commitment.
The CDO's team partners with business, senior leadership and human resources leaders to develop and implement the EDI strategy as well as action plans that continually evolve Scripps’ EDI commitment.
Laff Laff is available in approximately 98% of U.S. television broadcast homes and targets comedy-lovers in the 18 to 49 age range. Programming on Laff includes popular sitcoms including Home Improvement , How I Met Your Mother and According to Jim .
ION Mystery is available as a FAST channel with distribution across multiple streaming services. Laff Laff is available in approximately 95% of U.S. television broadcast homes and targets comedy-lovers in the 18 to 49 age range. Programming on Laff includes popular sitcoms such as Home Improvement , Last Man Standing, Man with a Plan and According to Jim .
The networks reach nearly every U.S. television home through free over-the-air ("OTA") broadcast, cable/satellite, connected TV and digital distribution. The segment generates revenue principally from the sale of advertising time on the national television networks. Advertising revenue generated by our networks depends on viewership ratings and advertising rates paid by advertisers for delivery of advertisements to certain viewer demographics.
The segment generates revenue principally from the sale of advertising time on the national television networks. Advertising revenue generated by our networks depends on viewership ratings and advertising rates paid by advertisers for delivery of advertisements to certain viewer demographics. Advertising revenue is sold in the upfront, scatter (together called general market), direct response and connected TV markets.
Grit Grit is available in approximately 99% of U.S. television broadcast homes and appeals more strongly to male viewers. Grit’s programming line-up is primarily iconic Western series and movies. In 2022, Grit Xtra was launched as a FAST channel with distribution across multiple streaming services.
Programming includes reality-based series such as Pawn Stars , Forged in Fire , American Pickers and Storage Wars. Grit Grit is available in approximately 99% of U.S. television broadcast homes and appeals more strongly to male viewers. Grit’s programming line-up is primarily iconic Western series and movies.
We have training programs across all levels of Scripps to meet the needs of various roles, specialized skill sets and departments across the Company.
We have designed training programs to meet the needs of various roles, specialized skill sets and departments across the Company. In addition, we have dedicated time, resources and focus to developing people leaders across all levels of the organization, from the first-time frontline manager to aspiring executive.
Worth, TX 25 2030 6 WPXW Washington, DC-Hagerstown, MD 35 2028 7 WWPX Washington, DC-Hagerstown, MD 13 2028 7 KKPX San Francisco-Oakland-San Jose, CA 33 2030 8 KPXB Houston, TX 32 2030 9 WPXA Atlanta, GA 16 2029 10 KWPX Seattle-Tacoma, WA 33 2023 13 KPXM Minneapolis-St. Paul, MN 16 (2) 14 WPXM Miami-Ft.Lauderdale, FL 21 2029 15 WXPX Tampa-St.
Worth, TX 25 2030 5 WBPX Boston, MA 22 2031 6 WDPX Boston, MA 22 2031 6 WPXG Boston, MA 23 2031 6 WPXW Washington, DC 35 2028 7 WWPX Washington, DC 13 2028 7 WPXA Atlanta, GA 16 2029 8 KKPX San Francisco-San Jose, CA 33 2030 9 KPXB Houston, TX 32 2030 10 WXPX Tampa-St.
In December of 2022, we launched our Scripps Sports division to further leverage our local market depth and national broadcast reach for partnerships with sports leagues, conferences and teams.
During 2023, we continued our efforts to build awareness, grow the broadcast marketplace and improve consumers over-the-air television experiences by relaunching a new version of our Tablo product. In December 2022, we launched Scripps Sports to further leverage our local market depth and national broadcast reach for partnerships with sports leagues, conferences and teams.
Because of the cyclical nature of each political election cycle, there has been a significant difference in our operating results when comparing the performance in even-numbered years to that in odd-numbered years. Additionally, our operating results are impacted by the number, importance and competitiveness of individual political races and issues discussed in our local markets.
In addition, every four years, political spending is typically elevated further due to the advertising for the presidential election. Because of the cyclical nature of each political election cycle, there has been a significant difference in our operating results when comparing the performance in even-numbered years to that in odd-numbered years.
We use a combination of fixed and variable pay, including base salary, bonus, commissions and merit increases, which vary across the business and by role.
Our compensation philosophy is based on rewarding each employee’s individual contributions and striving to achieve equal pay for equal work regardless of gender, race or ethnicity. We use a combination of fixed and variable pay, including base salary, bonus, commissions and merit increases, which vary across the business and by role.
TrueReal TrueReal reaches approximately 95% of U.S. television broadcast homes and features female-centric programming that includes reality-based shows such as Storage Wars , Married at First Sight , Hoarders and Little Women: LA . 11 Information concerning our Scripps Networks FCC licensed television stations and the markets in which they operate is as follows: Station Market DTV Channel FCC License Expires in Market Rank (1) WPXN New York, NY 34 2023 1 KILM Los Angeles, CA 24 2030 2 KPXN Los Angeles, CA 24 (2) 2 WCPX Chicago, IL 34 2029 3 WPPX Philadelphia, PA 34 2023 4 WBPX Boston, MA 22 2023 5 WDPX Boston, MA 22 2023 5 WPXG Boston, MA 23 2023 5 KPXD Dallas-Ft.
The network’s programming lineup includes Morning Rush , In the Loop with Christian Bryant , Scripps News Reports with Chance Seales and Scripps News Showcase . 9 Information concerning our Scripps Networks FCC licensed television stations and the markets in which they operate is as follows: Station Market DTV Channel FCC License Expires in Market Rank (1) WPXN New York, NY 34 2031 1 KILM Los Angeles, CA 24 2030 2 KPXN Los Angeles, CA 24 2030 2 WCPX Chicago, IL 34 2029 3 WPPX Philadelphia, PA 34 2031 4 KPXD Dallas-Ft.
The show completed its 11-year run when the final season ended in September 2022. Revenue cycles and sources Core Advertising Our core advertising is comprised of sales to local and national customers. The advertising includes a combination of broadcast spots, as well as digital and OTT advertising.
Revenue cycles and sources Core Advertising Our 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. Our core advertising revenues accounted for 43% of our Local Media segment’s revenues in 2023.
In our Scripps Networks division, we operate nine national news and entertainment networks - ION, Bounce, Court TV, Defy TV, Grit, ION Mystery, Laff, Scripps News and TrueReal – each reaches well over 90% of U.S. television households over-the-air. Effective the beginning of 2023, we merged our nationally focused news resources into a Scripps News division.
The Scripps Networks reach nearly every American through national news outlets Scripps News and Court TV and popular entertainment brands ION, Bounce, Defy TV, Grit, ION Mystery and Laff. Effective in January 2023, we merged our nationally focused news resources into a national outlet called Scripps News.
Additionally, we utilize a performance evaluation program that adopts a modern approach to valuing and strengthening individual performance through on-going interactive progress assessments related to established goals and objectives. Communication and Engagement We strongly believe Scripps’ success depends on employees understanding how their work contributes to the Company’s overall strategy.
Communication and Engagement We strongly believe Scripps’ success depends on employees understanding how their work contributes to the Company’s overall strategy.
Our benefits vary by location and are designed to meet or exceed local laws and to be competitive in the marketplace.
Through the Scripps Howard Fund, our employees have opportunities to apply for grants to support their volunteer efforts in local communities as well as charitable contribution matching gifts. Our benefits vary by location and are designed to meet or exceed local laws and to be competitive in the marketplace.
In the fourth quarter of 2021, Bounce XL was launched as a FAST channel with distribution on multiple streaming services. It is also available on multiple streaming services as an app. Court TV Court TV is available in approximately 98% of U.S. television broadcast homes.
Court TV is available as either an app or FAST channel with distribution on multiple streaming services. 8 Defy TV Defy TV reaches approximately 95% of U.S. television broadcast homes and is a network that immerses viewers in the originality and eccentricity of those who cut against the grain.
Bounce is an African American broadcast network dedicated to inspiring, empowering and entertaining viewers. Bounce programming represents a rich mosaic of the African American community, featuring both licensed and original dramas, sitcoms, movies and specials. Original programming includes hit series such as Johnson and Finding Happy .
Bounce programming represents a rich mosaic of the African American community, featuring both licensed and original dramas, sitcoms, movies and specials. Original programming includes the hit series Johnson. Bounce XL is available as either an app or FAST channel with distribution on multiple streaming services. Court TV Court TV is available in approximately 96% of U.S. television broadcast homes.
All of our local stations and national networks reach consumers over-the-air, and all of our television brands can also be found on free streaming platforms. During 2022, we continued to expand in the fast-growing connected television marketplace, as well as continued to leverage our leadership position in the growing over-the-air marketplace.
For a full listing of our brands, visit http://www.scripps.com. Scripps is a leader in free, ad-supported television. All of our local stations and national networks reach consumers over the air, and all of our television brands can also be found on free streaming platforms.
In return, the 3.0 station could host the 3.0 signal of its 1.0 “host” station. This “simulcasting” requirement will sunset in July 2023, unless extended by the FCC. Scripps stations in several markets are operating with the new transmission protocol.
In return, the 3.0 station could host the 3.0 signal of its 1.0 “host” station. This “simulcasting” requirement was originally due to “sunset” in 2023 but has been extended by the FCC and is now due to expire in July 2027, unless further extended.
At its core, our EDI work is about engaging every employee and helping them to participate at work at their fullest level, to achieve the satisfaction of belonging and performing well. Compensation and Benefits Critical to our success is identifying, recruiting, retaining and incentivizing our existing and future employees.
More than 3,800 employees joined 14 inspiring sessions. Of those, 39% were in manager and executive roles. At its core, our EDI work is about engaging every employee and helping them to participate at work at their fullest level, to achieve a truly inclusive workplace culture where they experience the satisfaction of belonging and performing well.
(2) Application for renewal of the license was submitted timely to the FCC. Under FCC rules, the license expiration date is automatically extended pending FCC review of and action on the renewal application. 12 Employees and Human Capital Resource Management Scripps operates under the fundamental philosophy that people are our most valuable asset.
We cannot predict the effect of the FCC’s expanded enforcement efforts on the Company. 12 Employees and Human Capital Resource Management Scripps operates under the fundamental philosophy that people are our most valuable asset.
We also serve as the longtime steward of one of the nation's largest, most successful and longest-running educational programs, the Scripps National Spelling Bee. Additionally, we provide consumers DVR product solutions to watch and record free over-the-air HDTV on connected devices through our Nuvyyo business. For a full listing of our outlets, visit http://www.scripps.com.
We also serve as the longtime steward of one of the nation's largest, most successful and longest-running educational programs, the Scripps National Spelling Bee. Additionally, we produce a television viewing device called Tablo that allows households to watch and record dozens of free, over-the-air and streaming channels anywhere in their home without a subscription.
We expect our network affiliation agreements to be renewed upon expiration. 6 Information concerning our full-power television stations, their network affiliations and the markets in which they operate is as follows: Station Market Network Affiliation/ DTV Channel Affiliation Agreement Expires in FCC License Expires in Market Rank (1) WMYD-TV Detroit, Ch. 20 Ind/21 N/A 2029 11 WXYZ-TV Detroit, Ch. 7 ABC/41 2026 2029 11 KNXV-TV Phoenix, Ch. 15 ABC/15 2026 (2) 12 KASW -TV Phoenix, Ch. 61 CW/27 2024 2030 12 WSFL-TV Miami, Ch. 39 CW/27 2024 2029 15 WFTS-TV Tampa, Ch. 28 ABC/29 2026 2029 16 KMGH-TV Denver, Ch. 7 ABC/7 2026 2030 17 KCDO-TV Denver, Ch. 3 Ind/3 N/A 2030 17 WEWS-TV Cleveland, Ch. 5 ABC/15 2026 2029 19 WMAR-TV Baltimore, Ch. 2 ABC/38 2026 2028 25 WRTV-TV Indianapolis, Ch. 6 ABC/25 2026 2029 27 WTVF-TV Nashville, Ch. 5 CBS/25 2024 2029 28 KGTV-TV San Diego, Ch. 10 ABC/10 2026 2030 30 WPTV-TV W.
Petersburg, FL - Ch. 28 ABC/17 2026 2029 11 WMYD-TV Detroit, MI - Ch. 20 CW/31 2024 2029 12 WXYZ-TV Detroit, MI - Ch. 7 ABC/25 2026 2029 12 KNXV-TV Phoenix, AZ - Ch. 15 ABC/15 2026 (2) 13 KASW -TV Phoenix, AZ - Ch. 61 Ind/27 N/A 2030 13 KMGH-TV Denver-Aurora, CO - Ch. 7 ABC/7 2026 2030 16 KCDO-TV Denver-Aurora, CO - Ch. 3 Ind/23 N/A 2030 16 WSFL-TV Miami, FL - Ch. 39 CW/27 2024 2029 17 WEWS-TV Cleveland, OH - Ch. 5 ABC/15 2026 2029 19 WMAR-TV Baltimore, MD - Ch. 2 ABC/27 2026 2028 26 WRTV-TV Indianapolis, IN - Ch. 6 ABC/25 2026 2029 27 WTVF-TV Nashville, TN - Ch. 5 CBS/36 2024 2029 28 KMCI-TV Kansas City, MO - Ch. 38 Ind/25 N/A 2030 30 KSHB-TV Kansas City, MO - Ch. 41 NBC/36 2024 2030 30 WTMJ-TV Milwaukee, WI - Ch. 4 NBC/32 2024 2029 31 KGTV-TV San Diego, CA - Ch. 10 ABC/10 2026 2030 32 KSTU-TV Salt Lake City, UT - Ch. 13 FOX/28 2026 2030 33 KUPX-TV Salt Lake City, UT - Ch. 16 Ind/29 N/A 2030 33 WPTV-TV West Palm Beach-Port St.
Full-power broadcast television stations generally enjoy “must-carry” rights on any cable television system defined as “local” with respect to the station. Stations may waive their must-carry rights and instead negotiate retransmission consent agreements with local cable companies.
While certain low power television stations owned by the Company may be eligible to apply for this status, we cannot predict the outcome of any such applications or their possible impact on the Company. Full-power broadcast television stations generally enjoy “must-carry” rights on any cable television system defined as “local” with respect to the station.
Petersburg, FL 29 2029 16 WOPX Orlando-Daytona, FL 14 2029 18 KSPX Sacramento-Stockton-Modesto,CA 21 (2) 20 WINP Pittsburgh, PA 16 2023 21 WRBU St.
Petersburg, FL 29 2029 11 KPXM Minneapolis-St. Paul, MN 16 2030 14 KWPX Seattle, WA 33 2031 15 WPXM Miami, FL 21 2029 17 WOPX Orlando, FL 14 2029 18 KSPX Sacramento, CA 21 2030 20 WRBU St.
Currently, one in three non pay-TV homes is watching television over the air alongside their subscription services, and industry data shows the use of free television over antenna is expected to surpass 50 million households in 2025.
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.
We strive to attract and retain the most talented employees in the industry by offering competitive compensation and benefits. Our compensation philosophy is based on rewarding each employee’s individual contributions and striving to achieve equal pay for equal work regardless of gender, race or ethnicity.
Compensation and Benefits Critical to our success is identifying, recruiting, retaining and incentivizing our existing and future employees. We strive to attract and retain the most talented employees in the industry by offering competitive compensation and benefits.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe largest Subscription Video on Demand services have introduced advertising-supported versions that could take advertising dollars from linear TV. • Television advertising revenues in even-numbered years benefit from political advertising, which is affected by campaign finance laws, as well as the competitiveness of specific political races in the markets where our television stations operate. • Continued consolidation and contraction of local advertisers in our local markets could adversely impact our operating results, given that we expect the majority of our advertising to be sold to local businesses in our markets. • Television stations have significant exposure to advertising in the automotive, retail and services industries.
Biggest changeThe amount of political advertising generated in these even-numbered years can be unpredictable as the competitiveness of specific political races and issues in the markets where our television stations operate determines the extent of the benefit we may realize. • Continued consolidation and contraction of local advertisers in our local markets could adversely impact our operating results, given that we expect the majority of our advertising to be sold to local businesses in our markets. 15 • Local television stations have significant exposure to advertising in the automotive, retail and services industries.
We make investments in television programming ("content") in advance of knowing whether that particular content will be popular enough for us to recoup our costs. Additionally, if costs to acquire this content increase or this content becomes more difficult to obtain, our operating results may be adversely affected. We incur significant costs for the purchase of television programming.
We make investments in television programming ("content") in advance of knowing whether that particular content will be popular enough for us to recoup our costs. Additionally, if costs to acquire this content increase or this content becomes more difficult to obtain, our operating results may be adversely affected. We incur significant costs for the purchase of television content.
Some of the factors that could cause fluctuation in the stock price or trading volume of Class A Common shares include: • major world events and geopolitical conditions; • general market and economic conditions and market trends, including in the television broadcast industry, the national media marketplace and the financial markets generally; • the political, economic and social situation in the United States; • variations in quarterly operating results; • inability to meet revenue forecasts; • announcements by us or competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments or other business developments; • adoption of new accounting standards affecting the media industry; 19 • operations of competitors and the performance of competitors’ common stock; • litigation and governmental action involving or affecting us or our subsidiaries; • changes in financial estimates and recommendations by securities analysts; • loss of key personnel; • purchases or sales of blocks of our Class A Common shares; • operating and stock performance of companies that investors may consider to be comparable to us; and • changes in the regulatory environment, including rulemaking or other actions by the FCC or the SEC.
Some of the factors that could cause fluctuation in the stock price or trading volume of Class A Common shares include: • major world events and geopolitical conditions; • general market and economic conditions and market trends, including in the television broadcast industry, the national media marketplace and the financial markets generally; • the political, economic and social situation in the United States; • variations in quarterly operating results; 19 • inability to meet revenue forecasts; • announcements by us or competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments or other business developments; • adoption of new accounting standards affecting the media industry; • operations of competitors and the performance of competitors’ common stock; • litigation and governmental action involving or affecting us or our subsidiaries; • changes in financial estimates and recommendations by securities analysts; • loss of key personnel; • purchases or sales of blocks of our Class A Common shares; • operating and stock performance of companies that investors may consider to be comparable to us; and • changes in the regulatory environment, including rulemaking or other actions by the FCC or the SEC.
If the FCC renews a license with substantial conditions or modifications (including renewing the license for a term of fewer than eight years), it could have a material adverse effect on the affected station’s revenue potential. 17 • As also discussed under Federal Regulation of Broadcasting, the FCC has adopted broadcasters’ proposal to permit the voluntary use of a new digital television transmission standard, ATSC 3.0, that is incompatible with the existing standard.
If the FCC renews a license with substantial conditions or modifications (including renewing the license for a term of fewer than eight years), it could have a material adverse effect on the affected station’s revenue potential. • As also discussed under Federal Regulation of Broadcasting, the FCC has adopted broadcasters’ proposal to permit the voluntary use of a new digital television transmission standard, ATSC 3.0, that is incompatible with the existing standard.
If we are unable to implement one or more of these alternatives, we may not be able to service our debt or 20 other obligations, which could result in us being in default thereon, in which circumstances our lenders could cease making loans to us, and lenders or other holders of our debt could accelerate and declare due all outstanding obligations under the respective agreements, which would likely have a material adverse effect on us.
If we are unable to implement one or more of these alternatives, we may not be able to service our debt or other obligations, which could result in us being in default thereon, in which circumstances our lenders could cease making loans to us, and lenders or other holders of our debt could accelerate and declare due all outstanding obligations under the respective agreements, which would likely have a material adverse effect on us.
Sustained labor shortages or increased turnover rates, whether caused by the pandemic, general macroeconomic factors or dynamics within our industry (including a shrinking pool of new talent interested in the media business), could lead to increased costs, such as increased wage rates to attract and retain employees, could negatively affect our revenue and profits and could have an impact on our operations and business continuity.
Sustained labor shortages or increased turnover rates, whether caused by general macroeconomic factors or dynamics within our industry (including a shrinking pool of new talent interested in the media business), could lead to increased costs, such as increased wage rates to attract and retain employees, could negatively affect our revenue and profits and could have an impact on our operations and business continuity.
These contracts typically require us to make fixed fee payments and generally have three to five-year terms. There is no assurance that we will be able to reach network affiliation or carriage agreements in the future. The non-renewal or termination of our network affiliation agreements would prevent us from being able to carry programming of the respective network.
These contracts typically require us to make fixed fee payments and generally have three to five-year terms. 16 There is no assurance that we will be able to reach network affiliation or carriage agreements in the future. The non-renewal or termination of our network affiliation agreements would prevent us from being able to carry programming of the respective network.
We cannot assure you that our business will generate cash flow from operations, that future borrowings will be available to us under our Credit Agreement or any other credit facilities, or that we will be able to complete any necessary financings, in amounts sufficient to enable us to fund our operations or pay our debts and other obligations, or to fund other liquidity needs.
We cannot assure you that our business will generate cash flow from operations, that future borrowings will be 20 available to us under our Credit Agreement or any other credit facilities, or that we will be able to complete any necessary financings, in amounts sufficient to enable us to fund our operations or pay our debts and other obligations, or to fund other liquidity needs.
Although we monitor security measures regularly, any unauthorized intrusion, malicious software infiltration, theft of data, network disruption, denial of service, or similar act by any party could disrupt the integrity, continuity, and security of our systems or the systems of our 18 clients or vendors.
Although we monitor security measures regularly, any unauthorized intrusion, malicious software infiltration, theft of data, network disruption, denial of service, or similar act by any party could disrupt the integrity, continuity, and security of our systems or the systems of our clients or vendors.
If our retransmission consent agreements are terminated or not renewed, or if our broadcast signals are distributed on less-favorable terms, our ability to compete effectively may be adversely affected. • If we cannot renew our FCC broadcast licenses, our broadcast operations will be impaired.
If our retransmission consent agreements are terminated or not renewed, or if our broadcast signals are distributed on less-favorable terms, our ability to compete effectively may be adversely affected. 17 • If we cannot renew our FCC broadcast licenses, our broadcast operations will be impaired.
If we were unable to repay our secured debt to our lenders, or were otherwise in default under any provision governing our outstanding secured debt obligations, our secured lenders could proceed against us and subsidiary guarantors and against the collateral securing that debt.
Similarly, if we were unable to repay our secured debt to our lenders, or were otherwise in default under any provision governing our outstanding secured debt obligations, our secured lenders could proceed against us and subsidiary guarantors and against the collateral securing that debt.
This fragmentation could adversely impact advertising rates as well as cause a reduction in the revenues we receive from retransmission consent agreements, resulting in a loss of revenue that could materially adversely affect our broadcast operations. We deliver our television programming to our audiences primarily over-the-air and through cable and satellite service providers.
Any fragmentation of our audiences could adversely impact advertising rates as well as cause a reduction in the revenues we receive from retransmission consent agreements, resulting in a loss of revenue that could materially adversely affect our broadcast operations. We deliver our television programming to our audiences primarily over-the-air and through cable and satellite service providers.
The delivery of content directly to consumers allows such distributors to compete with the programming we deliver, which may impact our audience size. Fragmentation of our audiences could impact the rates we receive from our advertisers, as well as shift advertisers away from traditional linear advertising to digital advertising.
The delivery of content directly to consumers allows such distributors to compete with the programming we deliver, which may impact our audience size. Any continued fragmentation of our audiences could impact the rates we receive from our advertisers, as well as shift advertisers away from traditional linear advertising to digital advertising.
We have the ability to incur up to $400 million of indebtedness under our Credit Agreement, all of which is secured indebtedness, effectively ranking senior to unsecured indebtedness to the extent of the value of the assets securing such indebtedness.
We have the ability to incur up to $585 million of indebtedness under our Credit Agreement, all of which is secured indebtedness, effectively ranking senior to unsecured indebtedness to the extent of the value of the assets securing such indebtedness.
Furthermore, shareholders may initiate securities class action lawsuits if the market price of our Class A Common shares declines significantly, which may cause us to incur substantial costs and divert the time and attention of our management. Risks Related to Our Indebtedness We have substantial debt and have the ability to incur significant additional debt.
Furthermore, shareholders may initiate securities class action lawsuits if the market price of our Class A Common shares declines significantly, which may cause us to incur substantial costs and divert the time and attention of our management. Risks Related to Our Indebtedness We have substantial debt.
We may have to purchase content several years in advance or enter into multi-year agreements, resulting in the commitment of significant costs in advance of knowing whether the content will be popular with its audience.
We may have to purchase content several years in advance or enter into multi-year agreements, resulting in the commitment of significant costs in advance of knowing whether the content will be popular with audiences.
The emerging currencies generally undercount over-the-air ("OTA") viewing, and Nielsen has not prioritized OTA enhancements. If measurement evolves in a direction that is unfavorable to OTA it could reduce the attractiveness of our audiences to advertisers. • Catastrophic events or geopolitical conditions that disrupt domestic or international economies.
The emerging currencies generally undercount over-the-air ("OTA") viewing, and Nielsen has not prioritized OTA enhancements. If measurement evolves in a direction that does not appropriately capture OTA viewership trends it could reduce the attractiveness of our audiences to advertisers. • Catastrophic events or geopolitical conditions that disrupt domestic or international economies.
If rates were to increase, debt service obligations on our variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash available to service our obligations would decrease. Additionally, upon the incurrence of certain indebtedness under our Credit Agreement, the interest rates on our existing term loans would increase.
If rates were to increase, debt service obligations on our variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash available to service our obligations would decrease. Additionally, upon the incurrence of new higher-yield term loans, the interest rates on our existing term loans would increase.
As of December 31, 2022, we had approximately $2.9 billion in aggregate principal amount of outstanding indebtedness, approximately $818 million of which constituted senior unsecured debt, $523 million of which constituted senior secured debt and $1.6 billion of which constituted the aggregate principal amount of term loans under our Credit Agreement.
As of December 31, 2023, we had approximately $3.0 billion in aggregate principal amount of outstanding indebtedness, approximately $818 million of which constituted senior unsecured debt, $523 million of which constituted senior secured debt and $1.3 billion of which constituted the aggregate principal amount of term loans under our Credit Agreement.
Any of these restrictions and limitations could make it more difficult for us to execute our business strategy. Our Credit Agreement requires us to comply with certain financial ratios and covenants; our failure to do so will result in a default thereunder, which would have a material adverse effect on us.
Any of these restrictions and limitations could make it more difficult for us to execute our business strategy. The agreements governing the Company's debt require us to comply with certain financial ratios and covenants; our failure to do so will result in a default thereunder, which would have a material adverse effect on us.
If we are unable to respond to any or all of these factors, our advertising revenues could decline and affect our profitability. The growth of direct content-to-consumer delivery channels may fragment our television audiences.
If we are unable to respond to any or all of these factors, our advertising revenues could decline and affect our profitability. The growth of direct content-to-consumer delivery channels and resulting proliferation of programming alternatives have fragmented our television audiences.
Upon a default under any of our debt agreements, the lenders or debt holders thereunder could have the right to declare all amounts outstanding, together with accrued and unpaid interest, to be immediately due and payable, which could, in turn, trigger defaults under other debt obligations and could result in the termination of commitments of the lenders to make further extensions of credit under such senior credit facility.
The breach of any covenants or restrictions under any of our debt arrangements could result in a default, and could give lenders or debt holders the right to declare all amounts outstanding, together with accrued and unpaid interest, to be immediately due and payable, which could, in turn, trigger defaults under other debt obligations and could result in the termination of commitments of the lenders to make further extensions of credit under our revolving credit facility.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly. Borrowings under our Credit Agreement are at variable rates of interest and expose us to interest rate risk. Interest rates may increase in the future.
Borrowings under our Credit Agreement are at variable rates of interest and expose us to interest rate risk. Interest rates may increase in the future.
Any default resulting in an acceleration of outstanding indebtedness, a termination of commitments under our financing arrangements or lenders proceeding against the collateral securing such indebtedness would likely result in a material adverse effect on our business, financial condition and results of operations.
Any default resulting in an acceleration of outstanding indebtedness, a termination of commitments under our financing arrangements or lenders proceeding against the collateral securing such indebtedness would likely result in a material adverse effect on our business, financial condition and results of operations. 21 Our variable rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly.
These covenants could have an adverse effect on us by limiting our ability to take advantage of financing, merger and acquisition or other corporate opportunities. The breach of any of these covenants or restrictions could result in a default under the applicable senior credit facility.
These covenants could have an adverse effect on us by limiting our ability to take advantage of financing, merger and acquisition or other corporate opportunities.
The loss of carriage agreements for our national networks would reduce our advertising revenues and affect our profitability. 16 Our retransmission consent revenue may be adversely affected by renewals of retransmission consent agreements, by declines in the number of subscribers to multichannel video programming distributor ("MVPD") services, by new technologies for the distribution of video programming, or by revised government regulations.
Our retransmission consent revenue may be adversely affected by renewals of retransmission consent agreements, by declines in the number of subscribers to multichannel video programming distributor ("MVPD") services, by new technologies for the distribution of video programming, by revised government regulations, or by MVPDs altering their strategies for delivering paid video services.
There can be no assurance that an acquisition will be approved by these regulatory authorities, or that a requirement to divest existing stations will not have an adverse effect on the transaction or our business.
There can be no assurance that an acquisition will be approved by these regulatory authorities, or that a requirement to divest existing stations will not have an adverse effect on the transaction or our business. 18 We will continue to face cybersecurity and similar risks, which could result in the disclosure of confidential information, disruption of operations, damage to our brands and reputation, legal exposure and financial losses.
Additionally, increased competition for content from entrants into the market and the exclusive use of content on streaming services owned by content creators could reduce content availability or increase our content costs. Any of these factors could reduce our revenues, result in the incurrence of impairment charges or otherwise cause our costs to escalate relative to revenues.
Any of these factors could reduce our revenues, result in the incurrence of impairment charges or otherwise cause our costs to escalate relative to revenues.
Growth in advertising revenues will rely in part on the ability to maintain and expand relationships with existing and future advertisers. The implementation of a programmatic model or other similar solution, where automation replaces existing pricing and allocation methods, could turn advertising inventory into a price-driven commodity.
The implementation and evolution of technological models, where automation replaces existing pricing and allocation methods, could turn advertising inventory into more of a price-driven commodity.
Our national networks have significant exposure to advertising in the consumer-packaged goods, pharmaceutical and insurance industries. Advertising within these industries may decline and we may not be able to secure replacement advertisers. 15 • Several national advertising agencies are employing an automated process known as “programmatic buying” to gain efficiencies and reduce costs related to buying advertising.
Our national networks have significant exposure to advertising in the consumer-packaged goods, pharmaceutical and insurance industries.
Removed
A continuation of these trends could adversely impact the size and demographic profile of our audiences and put pressure on advertising rates.
Added
Any continued detrimental shifts in viewer preferences adversely impact the size and demographic profile of our audiences and put pressure on advertising rates. The largest Subscription Video on Demand services have introduced advertising-supported versions that could take advertising dollars from linear TV. • Television advertising revenues in even-numbered years generally benefit from political advertising.
Removed
We are experiencing an increasingly competitive labor market, and have had higher turnover rates and more open positions since the COVID-19 pandemic than during pre-pandemic years.
Added
A disruption in advertising spend within these industries could adversely impact our revenue and we may not be able to secure adequate replacement advertisers. • Growth in advertising revenues will rely in part on the ability to maintain and expand relationships with existing and future advertisers.
Removed
We will continue to face cybersecurity and similar risks, which could result in the disclosure of confidential information, disruption of operations, damage to our brands and reputation, legal exposure and financial losses.
Added
The loss of carriage agreements for our national networks would reduce our advertising revenues and affect our profitability.
Removed
The phase-out of LIBOR could affect interest rates under our Senior Secured Credit Facilities. The United Kingdom’s Financial Conduct Authority announced the intent to phase out LIBOR. LIBOR was no longer used to price new loans starting in 2022, and the index will formally be phased out in the United States by June 30, 2023.
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A few MVPDs have announced that they are gradually exiting the paid video services side of their business and transitioning their subscribers to YouTube TV. If other MVPDs follow suit and transition subscribers to virtual services, profitability of our business could be adversely affected.
Removed
The United States has identified the Secured Overnight Financing Rate (“SOFR”) as the replacement for LIBOR. Our Credit Agreement has replacement rate language in place that will provide for transition to the new SOFR benchmark, but an 21 amendment will be required.
Added
Additionally, increased competition for content from entrants into the market and the exclusive use of content on streaming services owned by content creators could reduce content availability or increase our content costs. A shortfall in the expected popularity of content we distribute, including sports programming for which we have acquired rights, could have a significant adverse effect on our business.
Removed
The utilization of SOFR may produce higher rates than those that would have been in effect prior to any LIBOR phase-out, which could negatively impact our interest expense, results of operations and cash flow.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeTomlin 47 Executive Vice President, Chief Administrative Officer (since January 2021); Executive Vice President, National Media (November 2019 to January 2021), Senior Vice President, National Media (2017 to 2019) William Appleton 74 Executive Vice President, General Counsel (since August 2017) Daniel W.
Biggest changeTomlin 48 Chief Administrative Officer (since January 2021); Executive Vice President, National Media (November 2019 to January 2021), Senior Vice President, National Media (2017 to 2019) William Appleton 75 Chief Legal Officer (since May 2023); Executive Vice President, General Counsel (since August 2017) Daniel W.
Item 4. Mine Safety Disclosures None. Executive Officers of the Company — Executive officers serve at the pleasure of the Board of Directors. Name Age Position Adam P.
Item 4. Mine Safety Disclosures None. 23 Executive Officers of the Company — Executive officers serve at the pleasure of the Board of Directors. Name Age Position Adam P.
Knutson 57 Chief Operating Officer (since January 2023); President, Scripps Networks (since January 2021); Executive Vice President, Chief Financial Officer (October 2017 to January 2021) Brian G. Lawlor 56 President, Scripps Sports (since December 2022); President, Local Media (since August 2017) Laura M.
Knutson 58 Chief Operating Officer (since January 2023); President, Scripps Networks (January 2021 to January 2023); Executive Vice President, Chief Financial Officer (October 2017 to January 2021) Brian G. Lawlor 57 President, Scripps Sports (since December 2022); President, Local Media (August 2017- January 2023) Laura M.
Symson 48 President and Chief Executive Officer (since August 2017) Jason Combs 46 Executive Vice President and Chief Financial Officer (since January 2021); Vice President, Financial Planning & Analysis (April 2015 to January 2021) Lisa A.
Symson 49 President and Chief Executive Officer (since August 2017) Jason Combs 47 Chief Financial Officer (since January 2021); Vice President, Financial Planning & Analysis (April 2015 to January 2021) Lisa A.
Perschke 43 Vice President, Controller (Principal Accounting Officer) (since November 2020); Vice President, Assistant Controller (January 2018 to November 2020) PART II
Perschke 44 Senior Vice President, Controller (Principal Accounting Officer) (since November 2020); Vice President, Assistant Controller (January 2018 to November 2020) PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeUnder the terms of the preferred stock issued in 2021 to Berkshire Hathaway, Inc., we are prohibited from repurchasing our common shares until all preferred shares are redeemed. See Note 18. Capital Stock and Share-Based Compensation Plans in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for more information.
Biggest changeThere were no sales of unregistered equity securities during the quarter for which this report is filed. Under the terms of the preferred stock issued in 2021 to Berkshire Hathaway, Inc., we are prohibited from repurchasing our common shares until all preferred shares are redeemed. See Note 17.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our Class A Common shares are traded on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “SSP.” As of December 31, 2022, there were approximately 14,500 owners of our Class A Common shares, based on security position listings, and approximately 50 owners of our Common Voting shares (which do not have a public market). 22 There were no sales of unregistered equity securities during the quarter for which this report is filed.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our Class A Common shares are traded on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “SSP.” As of December 31, 2023, there were approximately 13,300 owners of our Class A Common shares, based on security position listings, and approximately 70 owners of our Common Voting shares (which do not have a public market).
Performance Graph — Set forth below is a line graph comparing the cumulative return on the Company’s Class A Common shares, assuming an initial investment of $100 as of December 31, 2017, and based on the market prices at the end of each year and assuming dividend reinvestment, with the cumulative total return of the S&P 500 Index and the cumulative total return of the NASDAQ US Benchmark Media TR Index. 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 The E.W.
Capital Stock and Share-Based Compensation Plans in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for more information. 24 Performance Graph — Set forth below is a line graph comparing the cumulative return on the Company’s Class A Common shares, assuming an initial investment of $100 as of December 31, 2018, and based on the market prices at the end of each year and assuming dividend reinvestment, with the cumulative total return of the S&P 500 Index and the cumulative total return of the NASDAQ US Benchmark Media TR Index. 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 The E.W.
Removed
Scripps Company $ 100.00 $ 101.99 $ 103.14 $ 102.28 $ 129.44 $ 88.22 S&P 500 Index 100.00 95.62 125.72 148.85 191.58 156.88 NASDAQ US Benchmark Media TR Index 100.00 94.55 126.84 158.13 159.60 92.58
Added
Scripps Company $ 100.00 $ 101.13 $ 100.28 $ 126.91 $ 86.50 $ 52.39 S&P 500 Index 100.00 131.49 155.68 200.37 164.08 207.21 NASDAQ US Benchmark Media TR Index 100.00 134.15 167.25 168.80 97.92 122.69

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Management’s Discussion and Analysis of Financial Condition and Results of Operations required by this item is filed as part of this Form 10-K. See Index to Consolidated Financial Statement Information at page F-1 of this Form 10-K. 23
Biggest changeItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Management’s Discussion and Analysis of Financial Condition and Results of Operations required by this item is filed as part of this Form 10-K. See Index to Consolidated Financial Statement Information at page F-1 of this Form 10-K.

Other SSP 10-K year-over-year comparisons