EW SCRIPPS Co

Previous wording

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, FOX and the CW. The Scripps Networks reach nearly every American through national news outlets Scripps News and Court TV and popular entertainment brands ION, Bounce, Defy TV, Grit, ION Mystery and Laff. Scripps News is our national news outlet that combines our 24/7 national news network, 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. 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.

Current wording

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, FOX and the CW. The Scripps Networks reach nearly every American through national news outlets Scripps News and Court TV and popular entertainment brands ION, Bounce, Grit, ION Mystery, ION Plus and Laff. Scripps News is our national news outlet that combines our 24/7 national news network, 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. 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.

Previous wording

In January 2023, we announced a strategic restructuring and reorganization of the Company to further leverage our strong position in the U.S. television ecosystem and propel our growth across new distribution platforms and emerging media marketplaces. Lisa Knutson was named chief operating officer, assuming responsibility for the Local Media and Scripps Networks operating divisions, and was tasked with leading the Company’s restructuring efforts. The restructuring 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. We currently anticipate this effort will result in more than $40 million in annual savings, of which $20 million of the annualized savings was achieved by the end of 2023. We currently anticipate our restructuring efforts to be substantially completed by the middle of 2024.

Current wording

In January 2023, we announced a strategic restructuring and reorganization of the Company to further leverage our strong position in the U.S. television ecosystem and propel our growth across new distribution platforms and emerging media marketplaces. Lisa Knutson was named chief operating officer, assuming responsibility for the Local Media and Scripps Networks operating divisions, and was tasked with leading the Company’s restructuring efforts. The restructuring 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. The restructuring effort was substantially completed by the end of the 2024 second quarter and has resulted in more than $40 million in annual savings, of which $20 million of the annualized savings was achieved by the end of 2023.

Previous wording

Preferred stock dividends declared and paid in the first three months of 2023 totaled $12.0 million. We did not declare or provide payment for the first quarter 2024 dividend. We currently have sufficient liquidity to pay the scheduled dividends on the preferred shares; however, this action provides us better flexibility for accelerating deleveraging and maximizing the paydown of our traditional bank debt. 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.

Current wording

Preferred stock dividends declared and paid in the first six months of 2023 totaled $24.0 million. We did not declare or provide payment for either of the 2024 quarterly dividends. We currently have sufficient liquidity to pay the scheduled dividends on the preferred shares; however, this action provides us better flexibility for accelerating deleveraging and maximizing the paydown of our traditional bank debt. 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.

Previous wording

Cost of revenues, which is comprised of programming costs and costs associated with distributing our content, increased $20.1 million or 6.5% in the first three months of 2024 when compared to the prior year quarter. Programming expense increased $14.0 million or 6.9% when compared to the prior year quarter, driven by $10.1 million in new sports rights fees associated with the airing of games for the National Hockey League's Vegas Golden Knights and Arizona Coyotes as well as the National Women's Soccer League ("NWSL"). The remainder of the increase in programming expense was due to higher network affiliation fees and syndicated programming costs. Production costs increased cost of revenues by $3.7 million when compared to the prior year quarter, driven by the television production costs associated with airing of the Vegas Golden Knights, Arizona Coyotes and NWSL games.

Current wording

Cost of revenues, which is comprised of programming costs and costs associated with distributing our content, increased $10.3 million or 3.2% in the second quarter of 2024 and $30.4 million or 4.9% in the first six months of 2024 when compared to prior periods. Programming expense increased $10.7 million or 5.2% in the second quarter of 2024 and $24.7 million or 6.1% in the first six months of 2024 when compared to prior periods, driven by new sports rights fees associated with the airing of games for the Women's National Basketball Association, the National Women's Soccer League and the National Hockey League's Vegas Golden Knights and the former Arizona Coyotes. The sports rights fees for these contracts were $12.6 million in the second quarter of 2024 and $22.7 million in the first six months of 2024. Production costs increased cost of revenues by $1.7 million in the second quarter of 2024 and $5.4 million in the first six months of 2024 when compared to prior periods, driven by the television production costs associated with the airing of games under our sports agreements.

Previous wording

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 $1.2 million or 0.8% in the first three months of 2024 when compared to the prior year quarter.

Current wording

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 $2.7 million or 1.8% in the second quarter of 2024 and $3.9 million or 1.3% in the first six months of 2024 when compared to prior periods.

Previous wording

Restructuring costs totaled $5.0 million and $16.5 million for the first three months of 2024 and 2023, respectively. Restructuring costs include severance charges and outside consulting fees associated with the ongoing strategic reorganization of the Company. First quarter of 2023 also included a $13.6 million charge related to the write-down of certain programming assets in connection with the shutdown of the TrueReal network.

Current wording

Restructuring costs totaled $1.0 million and $8.0 million in the second quarter of 2024 and 2023, respectively. Year-to-date restructuring costs totaled $6.0 million and $24.5 million for the first six months of 2024 and 2023, respectively. Restructuring costs in 2024 include severance charges and outside consulting fees associated with the ongoing strategic reorganization of the Company. Year-to-date 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, year-to-date 2023 restructuring costs also included employee severance related charges of $7.8 million, operating lease impairment charges of $0.8 million and other restructuring charges primarily attributed to strategic reorganization consulting fees.

Previous wording

Depreciation and amortization of intangible assets remained relatively flat in the first three months of 2024 when compared to the prior year quarter.

Current wording

Depreciation and amortization of intangible assets decreased $0.2 million in the second quarter of 2024 and remained relatively flat in the first six months of 2024 when compared to prior periods.

Previous wording

Interest expense increased $6.1 million in the first three months of 2024 when compared to the prior year quarter, primarily due to higher year-over-year interest rates on our variable debt borrowings.

Current wording

Interest expense decreased $0.2 million in the second quarter of 2024 and increased $5.9 million in the first six months of 2024 when compared to prior periods. Year-to-date increase was primarily due to higher year-over-year interest rates on our variable debt borrowings.

Previous wording

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. This gain was included in Miscellaneous, net for the three months ended March 31, 2024.

Current wording

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. This gain was included in Miscellaneous, net for the six months ended June 30,2024.

Previous wording

The effective income tax rate was 70% and 43% for the three months ended March 31, 2024 and 2023, respectively. Differences between our effective income tax rate and the U.S. federal statutory rate are 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 ($3.1 million expense in 2024 and $1.2 million expense in 2023), state deferred rate changes ($1.1 million expense in 2024) and state NOL valuation allowance changes.

Current wording

The effective income tax rate was 65% and 2.6% for the six months ended June 30, 2024 and 2023, respectively. The comparability of our year-over-year effective tax rate is affected by the write-off of Scripps Networks goodwill in 2023, the majority of which was non-deductible. Differences between our effective income tax rate and the U.S. federal statutory rate are 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 ($3.8 million expense in 2024 and $1.3 million expense in 2023), state deferred rate changes ($0.7 million expense in 2024 and $6.7 million benefit in 2023) and state NOL valuation allowance changes. Additionally, in the second quarter of 2023, the income tax provision was impacted by a net discrete tax provision benefit of $16.9 million related to book impairment of tax deductible goodwill.

Previous wording

Total Local Media revenues increased $40.9 million or 13% in the first three months of 2024 when compared to the prior year quarter. Distribution revenues increased $34.1 million or 21% in the first three months of 2024 when compared to the prior year quarter. Rate increases, driven by the 2023 renewal negotiations on distribution agreements covering about 75% of our subscriber households, favorably impacted year-over-year distributions revenues by 28% which more than offset the mid-single-digit subscriber declines experienced during 2024. During this election year, political revenues increased $11.6 million for the first three months of 2024 when compared to the prior year quarter. These increases were partially offset by a decrease in core advertising revenues of $4.9 million or 3.4% in the first three months of 2024 when compared to the prior year quarter.

Current wording

Total Local Media revenues increased $12.7 million or 3.6% in the second quarter of 2024 and $53.6 million or 8.1% in the first six months of 2024 when compared to prior periods. During this election year, political revenues increased $24.3 million in the second quarter of 2024 and $35.9 million for the first six months of 2024 when compared to prior periods. Distribution revenues decreased $1.1 million or 0.6% in the second quarter of 2024 and increased $33.0 million or 9.2% in the first six months of 2024 when compared to prior periods. During 2023, we completed renewal negotiations on distribution agreements covering about 75% of our subscriber households. Renewals on over 25% of subscriber households were completed at the end of the first quarter of 2023 and renewals on an additional 20% of subscriber households were completed throughout the second quarter of 2023. Rate increases favorably impacted distribution revenues by 7.5% and 17% in the quarter-to-date and year-to-date periods, respectively. Mid-single-digit subscriber declines experienced during the second quarter and year-to-date periods of 2024 compared to the respective prior year periods, unfavorably impacted distribution revenues. Local Media revenues were also impacted by a decrease in core advertising revenues of $10.3 million or 6.9% in the second quarter of 2024 and $15.2 million or 5.2% in the first six months of 2024 when compared to prior periods.

Previous wording

Programming expense increased $12.7 million or 11% in the first three months of 2024 when compared to the prior year quarter. Costs attributed to the new Vegas Golden Knights and Arizona Coyotes sports rights agreements increased year-over-year programming expense by $9.1 million.

Current wording

Programming expense increased $3.3 million or 2.8% in the second quarter of 2024 and $16.0 million or 6.7% in the first six months of 2024 when compared to prior periods. Costs attributed to the new Vegas Golden Knights and the former Arizona Coyotes sports rights agreements increased programming expense by $2.1 million and $11.2 million in the quarter-to-date and year-to-date periods, respectively.

Previous wording

Scripps Networks— Our Scripps Networks segment includes national news outlets Scripps News and Court TV and popular entertainment brands ION, Bounce, Defy TV, Grit, ION Mystery and Laff. The networks reach nearly every U.S. television home through free over-the-air broadcast, cable/satellite, connected TV and digital distribution. Our Scripps Networks group earns revenue primarily through the sale of advertising. The advertising received by our national networks can be subject to seasonal and cyclical variations and is most impacted by national economic conditions.

Current wording

Scripps Networks— Our Scripps Networks segment includes national news outlets Scripps News and Court TV and popular entertainment brands ION, Bounce, Grit, ION Mystery, ION Plus and Laff. The networks reach nearly every U.S. television home through free over-the-air broadcast, cable/satellite, connected TV and digital distribution. Our Scripps Networks 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.

Previous wording

Scripps Networks revenues, which are primarily comprised of advertising revenues, decreased $7.2 million or 3.3% in the first three months of 2024 when compared to the prior year quarter. Excluding the impact of the low-margin programmatic product we began to sunset in the second quarter of 2023, Scripps Networks revenues decreased 0.8% year-over-year. The amount of advertising revenue we earn is a function of the pricing negotiated with advertisers, the number of advertising spots sold and the audience impressions delivered. Lower ratings in our key monetized demographics unfavorably impacted Scripps Networks revenues by 4.5% year-over-year, which was partially offset by the expanded distribution of our networks on connected TV ("CTV") platforms that increased revenues 1.5% year-over-year.

Current wording

Scripps Networks revenues, which are primarily comprised of advertising revenues, decreased $22.5 million or 9.7% in the second quarter of 2024 and $29.7 million or 6.6% in the first six months of 2024 when compared to prior periods. Excluding the impact of the low-margin programmatic product we began to sunset in the second quarter of 2023, Scripps Networks revenues decreased 7.3% and 4.1% in the quarter-to-date and year-to-date periods, respectively. 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 11% and 7.7% in the quarter-to-date and year-to-date periods, respectively. Lower ratings were partially offset by an increase in connected TV ("CTV") revenue and an increase in advertising spots sold. Higher CTV revenue, reflecting growth in the streaming services marketplace, increased revenues by approximately 1.0% in both the quarter-to-date and year-to-date periods. An increase in advertising spots sold increased revenues by 4.0% and 2.4% in the quarter-to-date and year-to-date periods, respectively.

Previous wording

Other expenses decreased $6.9 million or 15% for the first three months of 2024 when compared to the prior year quarter. Excluding the impact of the low-margin programmatic product we began to sunset in the second quarter of 2023, other expenses decreased 5.9% year-over-year, driven by lower marketing and promotion costs.

Current wording

Other expenses decreased $3.9 million or 8.4% in the second quarter of 2024 and $10.8 million or 11% for the first six months of 2024 when compared to prior periods. Excluding the impact of the low-margin programmatic product we began to sunset in the second quarter of 2023, other expenses increased 2.7% in the second quarter of 2024 and decreased 1.6% for the first six months of 2024.

Previous wording

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 risk and uncertainties. At the end of March 31, 2024, we had approximately $30.2 million of cash on hand and $288 million of additional borrowing capacity under our revolving credit facility. 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.

Current wording

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 risk and uncertainties. At the end of June 30, 2024, we had $26.7 million of cash on hand and $288 million of additional borrowing capacity under our revolving credit facility. 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.

Previous wording

Cash provided by operating activities increased $30.2 million in 2024 compared to 2023 driven by a $14.8 million year-over-year increase in segment profit and a $41.9 million increase in cash provided by changes in certain working capital accounts. These year-over-year increases were partially offset by a $7.9 million increase in net cash used for income taxes, an increase of $5.4 million in cash interest paid and an increase of $6.9 million in cash restructuring payments.

Current wording

Cash provided by operating activities increased $46.9 million in 2024 compared to 2023 driven by a $38.0 million increase in cash provided by changes in certain working capital accounts and a cash outlay decrease of $30.8 million for programming investments in excess of programming amortization. These were partially offset by a $2.0 million year-over-year decrease in segment profit, a $21.7 million increase in income taxes paid and an increase of $7.3 million in cash interest paid.

Previous wording

Cash used in investing activities was $5.1 million in 2024 compared to $7.9 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. This increase in cash provided by investing activities was more than offset by $22.1 million of capital expenditures in 2024. Capital expenditures in 2023 were $7.8 million.

Current wording

Cash used in investing activities was $29.0 million in 2024 compared to $26.7 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. This increase in cash provided by investing activities was more than offset by $45.7 million of capital expenditures in 2024. Capital expenditures in 2023 were $25.8 million.

Previous wording

Cash used in financing activities was $45.4 million in 2024 compared to $8.9 million in 2023. As of March 31, 2024 and December 31, 2023, we had $290 million and $330 million, respectively, outstanding under the Revolving Credit Facility, resulting in net debt payments of $40.0 million during the first quarter of 2024. During the first quarter of 2023, we had net debt proceeds of $20 million, reflecting borrowings on our Revolving Credit Facility. Preferred stock dividends declared and paid were $12.0 million in the first three months of 2023.

Current wording

Cash used in financing activities was $51.5 million in 2024 compared to cash provided by financing activities of $23.1 million in 2023. As of June 30, 2024 and December 31, 2023, we had $290 million and $330 million, respectively, outstanding under the Revolving Credit Facility, resulting in net debt payments of $40.0 million during the first six months of 2024. During the first six months of 2023, we had net debt proceeds of $70 million, reflecting borrowings on our Revolving Credit Facility. Preferred stock dividends declared and paid were $24.0 million in the first six months of 2023.

Previous wording

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 March 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 in May of 2026.

Current wording

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 June 30, 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.

Previous wording

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 permits a maximum leverage through December 31, 2024 of 5.0 times the two-year average earnings before interest, taxes, depreciation and amortization (EBITDA) as defined by our credit agreement. The maximum leverage covenant steps down to 4.75 times through September 30, 2025, and then steps down to 4.50 times thereafter. As of March 31, 2024, we were in compliance with our financial covenants.

Current wording

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. The maximum leverage covenant steps down to 4.75 times through September 30, 2025, and then steps down to 4.50 times thereafter. As of June 30, 2024, we were in compliance with our financial covenants.

Previous wording

In February 2023, our Board of Directors provided a new 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 currently permits an aggregate principal amount reduction of up to $500 million and expires on March 1, 2026.

Current wording

In February 2023, our Board of Directors provided a new 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.

Previous wording

The preferred shares are perpetual and will be redeemable at the option of the Company beginning on the fifth anniversary of issuance, and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the preferred shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or not declared). Preferred stock dividends declared and paid in the first three months of 2023 totaled $12.0 million. We did not declare or provide payment for the first quarter 2024 dividend. We currently have sufficient liquidity to pay the scheduled dividends on the preferred shares; however, this action provides us better flexibility for accelerating deleveraging and maximizing the paydown of our traditional bank debt. At March 31, 2024, aggregated undeclared and unpaid cumulative dividends totaled $13.5 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.

Current wording

The preferred shares are perpetual and will be redeemable at the option of the Company beginning on the fifth anniversary of issuance, and redeemable at the option of the holders in the event of a Change of Control (as defined in the terms of the preferred shares), in each case at a redemption price of 105% of the face value, plus accrued and unpaid dividends (whether or not declared). Preferred stock dividends declared and paid in the first six months of 2023 totaled $24.0 million. We did not declare or provide payment for either of the 2024 quarterly dividends. We currently have sufficient liquidity to pay the scheduled dividends on the preferred shares; however, this action provides us better flexibility for accelerating deleveraging and maximizing the paydown of our traditional bank debt. At June 30, 2024, aggregated undeclared and unpaid cumulative dividends totaled $27.3 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.

Previous wording

During the remainder of 2024, we anticipate contributing an additional $1.1 million to fund the SERPs' benefit payments. We have met regulatory funding requirements for our qualified benefit pension plan and do not have a mandatory contribution in 2024.

Current wording

During the remainder of 2024, we anticipate contributing an additional $0.8 million to fund the SERPs' benefit payments. We have met regulatory funding requirements for our qualified benefit pension plan and do not have a mandatory contribution in 2024.

Previous wording

Note 1 to the Consolidated Financial Statements included in our 2023 Annual Report on Form 10-K describes the significant accounting policies we have selected for use in the preparation of our financial statements and related disclosures. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if different estimates that reasonably could have been used or changes in estimates that are likely to occur could materially change the financial statements. We believe the accounting for acquisitions, goodwill and indefinite-lived intangible assets and pension plans to be our most critical accounting policies and estimates. A detailed description of these accounting policies is included in the Critical Accounting Policies section of Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2023 Annual Report on Form 10-K.

Current wording

Note 1 to the Consolidated Financial Statements included in our 2023 Annual Report on Form 10-K describes the significant accounting policies we have selected for use in the preparation of our financial statements and related disclosures. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if different estimates that reasonably could have been used or changes in estimates that are likely to occur could materially change the financial statements. We believe the accounting for goodwill and indefinite-lived intangible assets and pension plans to be our most critical accounting policies and estimates. A detailed description of these accounting policies is included in the Critical Accounting Policies section of Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2023 Annual Report on Form 10-K.