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ENTRAVISION COMMUNICATIONS CORP

For the period ended Dec 31, 2024. Filed Mar 6, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 6, 2025

EVC$9.30+3.4%Stored close · as of Nov 9, 2026

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Contents

Item 1. BUSINESS

The discussion of the business of Entravision Communications Corporation and its wholly-owned subsidiaries, or Entravision or the Company, is as of the date of filing this report, unless otherwise indicated.

Overview

Entravision owns and operates one of the largest groups of Spanish language television and radio stations in the United States. Our mission is to serve our Latino audience as a trusted provider of useful news, information and entertainment and to serve our advertisers by providing multi-channel marketing capabilities to engage our audience.

Entravision also owns and operates a smaller group of television stations that broadcast English language programming and has operations that provide programmatic advertising technology and services. We have organized our operations into two reportable segments. Our media segment includes our television, radio and digital marketing operations. Our advertising and technology services segment provides programmatic advertising and technology services through Smadex, our demand-side programmatic advertising purchasing platform, and Adwake, our performance-based media advertising agency.

In 2024 we discontinued and divested a significant portion of Entravision’s operations, which largely consisted of a collection of acquisitions that had been completed prior to 2024.

Our net revenue for the year ended December 31, 2024 was $364.9 million. Of this amount, revenue generated by our media segment accounted for approximately 61%, and revenue generated by our technology & services segment accounted for approximately 39% of total revenue.

Our principal executive offices are located at 1 Estrella Way, Burbank, California, 91504, and our telephone number is (310) 447-3870. Our corporate website is www.entravision.com. We were organized as a Delaware limited liability company in January 1996 to combine the operations of our predecessor entities. On August 2, 2000, we completed a reorganization from a limited liability company to a Delaware corporation. On August 2, 2000, we also completed an initial public offering of our Class A common stock, which is listed on The New York Stock Exchange under the trading symbol “EVC".

Media

Our strategy is to reach Latino audiences in the United States. We own and/or operate media properties in 13 of the 20 highest-density U.S. Latino markets

Television

We own and/or operate TelevisaUnivision-affiliated television stations in 21 markets, including 14 of the top 50 Latino markets in the United States. Our television operations comprise the largest affiliate group of TelevisaUnivision's Spanish-language Univision and UniMás networks. Univision is among the most-watched broadcast television networks among U.S. Latinos and, according to TelevisaUnivision, Univision and UniMás collectively represent more than half of Spanish language broadcast prime time viewers.

Our Relationship with TelevisaUnivision

Our network affiliation agreement with TelevisaUnivision provides certain of our owned stations the exclusive right to broadcast TelevisaUnivision’s primary Univision network and UniMás network programming in their respective markets. We also generate revenue under a marketing and sales agreement with TelevisaUnivision, which gives us the right to manage the marketing and sales operations of TelevisaUnivision-owned Univision affiliates in three markets – Albuquerque, Boston and Denver. Under our proxy agreement with TelevisaUnivision, we grant TelevisaUnivision the right to negotiate the terms of retransmission consent agreements with multichannel video programming distributors, or MVPDs, for our Univision- and UniMás-affiliated television station signals. Revenue generated from retransmission consent agreements represents payments from MVPDs for access to our television station signals so that they may rebroadcast our signals and charge their subscribers for this programming. The term of each of these current agreements expires on December 31, 2026 for all of our Univision and UniMás network affiliate stations. TelevisaUnivision also owns approximately 10% of our common stock on a fully-converted basis. For more information regarding these agreements and the stock that TelevisaUnivision owns, see Note 16 to Notes to Consolidated Financial Statements.

Local News

We believe that providing local content, particularly local news, is an important part of serving our communities and capturing advertising revenue. According to Pew Research Center, a majority of Americans believe local news is an accurate source of information. We also believe that our local news helps us capitalize on U.S. political advertising revenue in election cycles, particularly as such advertising targets our primarily U.S. Latino viewership, because of what is generally regarded as a more competitive political environment among Latino voters.

In 2024 we significantly enhanced our local news programming. We also made substantial investments in our news operations to capitalize on advertising inventory during our newscasts. We added early morning and midday news in all of our markets, whereas previously we broadcast early evening and late-night news. We also added weekend news in San Diego, Las Vegas and Denver, whereas previously we provided weekend news only in El Paso, Texas , McAllen, Texas and Palm Springs, California. We also expanded our Las Vegas production facility.

As a result of implementing this strategy, we added 107 new weekly newscasts on our TelevisaUnivision- affiliated television stations, delivering more than 400 hours of weekly news coverage across 415 newscasts. We now provide morning, midday, early evening and late news in all of our markets. We believe that the advertising inventory we offer during these newscasts is valuable to advertisers, including political advertisers in election years. According to The Nielsen Company (US), LLC, or Nielsen, our early local news is ranked first or second among competing local newscasts regardless of language in its designated time slot in nine of our television markets among adults 18-49 and 25-54 years of age, including ties.

Notwithstanding this, industry analysts estimate that local television advertising is declining. To address this industry trend, particularly in a year when we will not generate significant political advertising revenue, we intend to deploy a variety of programs to mitigate declines, increasing the capacity of our sales team, focusing on new account acquisition and selling bundles of television, radio and digital multi-channel marketing. However, no assurance can be provided that such efforts will be successful.

We also intend to focus additional attention on further strengthening our sales team across our media segment. For example, In late 2024 we increased the size of our media sales team and it is our current intention that this will continue in 2025. We also intend to focus on enhancements to our operations and sales support, training and leadership functions.

We multicast network programming streams at most of our television stations, along with our primary network program streams. We periodically evaluate these multicasting operations as well as the amount of bandwidth we must allocate to our primary program streams. The Federal Communications Commission, or FCC, has promulgated regulations allowing broadcast stations to offer, on a voluntary basis, next generation digital television services using the Advanced Television Systems Committee's 3.0 standard (“ATSC 3.0”), which the FCC has called Next Gen TV. In doing so, full power broadcast television stations must offer ATSC 3.0 services alongside a standard ATSC 1.0 digital signal and there will not be a mandatory transition period. We are considering how we will participate in the adoption of ATSC 3.0 technology and we are monitoring how ATSC 3.0 is being adopted and accepted by viewers and advertisers.

Political Advertising Revenue

Over the last several election cycles, numerous pollsters and other sources have reported on both the increasing strength and competitiveness of the Latino vote in the United States. According to Pew Research Center, an estimated 36.2 million U.S. Latinos were eligible to vote in 2024, up from 32.3 million in 2020, representing 50% of the total growth in eligible voters during this time. Latinos have grown at the second-fastest rate of any major racial and ethnic group in the U.S. electorate since the 2020 presidential election and represented an estimated 14.7% of all eligible voters in 2024, an all-time high.

We have benefited from political advertising expenditures in the form of significant revenue from political advertising in Presidential election years (2020, 2024, etc.) and Congressional election years (2018, 2022, etc.). We achieved record political advertising revenue in 2024. In fact, 2024 marked the fifth election cycle in a row where we benefited from increased political advertising revenue compared to the previous election cycle.

Retransmission Consent Revenue

We generate revenue from retransmission consent agreements that are entered into with MVPDs. We grant the MVPDs access to our television signals so that they may rebroadcast the signals and charge their subscribers for this programming. Revenue is recognized as the television signal is delivered to the MVPD. In addition, we generally pay either a per subscriber fee to or share certain of the retransmission consent revenue received from MVPDs with the network providing the programming, which is known in the television industry as reverse network compensation.

On October 2, 2017, we entered into the current proxy agreement with TelevisaUnivision, which superseded and replaced the prior comparable agreement with TelevisaUnivision. The agreement expires on December 31, 2026 for all of the Company’s Univision and UniMás network affiliate stations. Under this proxy agreement, we grant TelevisaUnivision the right to negotiate the terms of retransmission consent agreements for our Univision- and UniMás-affiliated television station signals, which covers substantially all of our retransmission consent revenue. Among other things, the proxy agreement provides terms relating to compensation to be paid to us by TelevisaUnivision with respect to retransmission consent agreements entered into with MVPDs.

Revenue from Spectrum Usage Rights

We generate revenue from agreements associated with our television stations’ spectrum usage rights from a variety of sources, including but not limited to entering into agreements with third parties to utilize spectrum for the broadcast of their multicast networks, charging fees to accommodate the operations of third parties, including moving channel positions or accepting interference from our broadcasting operations and modifying and/or relinquishing spectrum usage rights while continuing to broadcast through channel sharing or other arrangements. Revenue from such agreements is recognized over the period of the programming agreements or when we have relinquished all or a portion of our spectrum usage rights for a station or have relinquished our rights to operate a station on the existing channel free from interference.

Audio

We own and operate 44 radio stations (37 FM and 7 AM), 39 of which are located in the top 50 Latino markets in the United States. According to Nielsen, our radio stations broadcast into markets with a total population of approximately 19 million U.S. Latinos, which is approximately 31% of the Latino population in the United States.

Our radio operations combine network and local programming with local time slots available for advertising, news, traffic, weather, promotions and community events. This strategy allows us to provide quality programming with significantly lower costs of operations than we could otherwise deliver solely with all locally produced programming. Our stations primarily target Latino listeners and appeal to different preferences, demographics and age groups, including the following formats:

“La Suavecita” features Spanish-language adult contemporary music that targets Latinas 25-54 years of age;

"La Tricolor” features Mexican regional music that targets Latinos 18-49 years of age;

“Fuego” is a Latin urban hit station that targets bilingual and bicultural Latinos 18-34 years of age;

"José" is a personality-driven format in the Los Angeles market that features a mix of Spanish-language adult contemporary and Mexican regional hits, and targets Latinos 25-54 years of age; and

“TUDN” is a Spanish-language sports talk format that targets primarily Latinos 18-54 years of age and is provided to us by TelevisaUnivision.

We also broadcast and stream, on an exclusive national basis, National Football League ("NFL") games in Spanish through the 2026-27 season, including Sunday Night Football, Monday Night Football, and the NFL playoffs, on 15 radio stations. Through our partnership with Fútbol de Primera, we will also broadcast the 2025 Concacaf Nations League semifinal and final matches, the 2025 Concacaf Gold Cup, and the 2026 FIFA World Cup on our radio stations.

U.S. Digital Marketing Solutions

U.S. advertisers spend nearly four times more money advertising on digital channels than they spend on television and radio, according to Emarketer. Search, social, streaming video and retail media have grown dramatically over the last two decades and are expected to continue to grow. According to Emarketer, U.S. digital ad spending is expected to reach $461 billion by 2028, which represents nearly 50 percent growth over 2024.

Our objective in our U.S. digital marketing solutions business is to sell digital advertising to our local advertising customers in addition to their broadcast advertising purchases. We sell search, social, streaming video and streaming audio advertising solutions primarily to our television and radio advertising customers.

Among the U.S. digital marketing solutions we offer is AudioEngage, an audio network with over 200 premium publishers. Audio Engage serves as a digital audio advertising marketplace that allows advertisers to reach audiences across music, radio and podcast environments. Advertisers can place orders through AudioEngage programmatically or through our local or national sales teams. The streaming audio inventory consists of streams from our stations and our El Botón app, as well as Spanish-language audio inventory.

The largest amount of our U.S. digital marketing solutions revenue comes from Audio Engage and the majority of our U.S. digital marketing solutions revenue comes from audio clients.

Other digital marketing solutions we offer include Entravision Plus, through which we resell streaming video inventory on a third-party platform, and Entravision Digital, which consists of inventory on our websites.

Our Television and Radio Station Portfolios

The following table lists information concerning each of our owned and/or operated television and radio stations in order of market rank and its respective market:

Market and Market Rank by Latino Households · TelevisionStation · TelevisionProgramming · RadioStation · RadioProgramming
Los Angeles-San Diego-Ventura, CA1KLYY-FMKDLD-FMKDLE-FMKSSD-FMKSSE-FMKSSC-FMJoséViva CumbiaViva CumbiaJoséJoséLa Suavecita
Miami-Ft. Lauderdale-Hollywood, FL3WLQY-AMOther
Phoenix, Arizona8KLNZ-FMKFUE-FMKVVA-FMLa TricolorFuegoLa Suavecita
Orlando-Daytona Beach-Melbourne, FL10WOTF-TVOther
Tampa-St. Petersburg (Sarasota), FL11WFTT-TVOther
Harlingen-Weslaco-Brownsville-McAllen, TX12KNVO-TVKTFV-CD(1)KMBH-LD(1)KXFX-CD (1)KFXV-TVKCWT-CD(1)UnivisionUniMásFoxFoxFoxCWKFRQ-FMKKPS-FMKNVO-FMKVLY-FMOtherFuegoLa SuavecitaOther
Sacramento-Stockton-Modesto, CA13KRCX-FMKHHM-FMKNTY-FMKXSE-FMKMIX-FMKTSE-FMKCVR-FMLa TricolorFuegoOtherLa SuavecitaLa TricolorLa SuavecitaFuego
Washington, D.C.16WMDO-CD(1)(4)WJAL-TV(4)LATVOther
Denver-Boulder, CO17KCEC-TV(2)KTFD-TVUnivisionUniMásKJMN-FMKXPK-FMKMXA-AMKPVW-FMLa SuavecitaLa TricolorTUDNLa Tricolor
San Diego, CA18KBNT-CD(1)KHAX-LD(1)KDTF-LD(1)UnivisionUnivisionUniMás
El Paso, TX19KINT-TVKTFN-TVUnivisionUniMásKOFX-FMKINT-FMKYSE-FMKSVE-AMKHRO-AMOtherLa SuavecitaFuegoTUDNLa Suavecita
Albuquerque-Santa Fe, NM20KLUZ-TV(2)KTFQ-TVUnivisionUniMásKRZY-FMKRZY-AMLa SuavecitaTUDN
Boston, MA23WUNI-TV(2)WUTF-TVUnivisionUniMás
Las Vegas, NV24KINC-TVKNTL-LD(1)KELV-LD(1)UnivisionUnivisionUniMásKRRN-FMKQRT-FMFuegoLa Tricolor
Hartford-New Haven,CT,29WUVN-TV(4)WUTH-CD(1)(4)UnivisionUniMás
Ranked by Latino HouseholdsRankTelevisionStationTelevisionProgrammingRadioStationRadioProgramming
Corpus Christi, TX34KORO-TVKCRP-CD(1)UnivisionUniMás
Monterey-Salinas-Santa Cruz, CA36KSMS-TV(4)KDJT-CD(1)(4)UnivisionUniMásKLOK-FMKSES-FMKMBX-AMLa TricolorLa SuavecitaLa Suavecita
Odessa-Midland, TX39KUPB-TVUnivision
Yuma, Arizona-El Centro, CA44KVYE-TVKAJB-TV(2)UnivisionUniMásKSEH-FMKMXX-FMLa SuavecitaLa Tricolor
Laredo, TX48KLDO-TVKETF-CD(1)KXOF-CD(1)UnivisionUniMásFox
Colorado Springs-Pueblo, CO50KVSN-DTKGHB-CD(1)UnivisionUniMás
Santa Barbara-Santa Maria-San Luis Obispo, CA53KPMR-TVK17GD-D(1)UnivisionUnivision
K32LT-D(1) · Univision
KTSB-CD(1) · UniMás
K10OG-D(1) · UniMás
Palm Springs, CA54KVER-CD(1)UnivisionKLOB-FMLa Suavecita
KVES-LD(1) · Univision · KPST-FM · Fuego
KEVC-CD(1) · UniMás
KMIR-TV · NBC
KPSE-LD(1) · Other
Lubbock, TX56KBZO-LD(1)UnivisionKAIQ-FMKBZO-AMLa TricolorTUDN
Wichita-Hutchinson, KS62KDCU-DTUnivision
Reno, NV63KREN-TVKRNS-CD(1)UnivisionUniMásKRNV-FMLa Tricolor
Springfield-Holyoke, MA66WHTX-LD(1)Univision
San Angelo, TX110KEUS-LD(1)KANG-LD(1)UnivisionUniMás
Tecate, Baja California, Mexico (San Diego)(—)XHDTV-TV(3)Other
Tijuana, Baja California, Mexico (San Diego)(—)XHAS-TV(3)Other
Matamoros, Tamaulipas, Mexico (Harlingen- Weslaco-Brownsville- McAllen)(—)XHRIO-TV(3)Not currently broadcasting

(1)

“CD” in call signs indicates that a station is operated as a Class A digital television service. Certain stations without this “CD” designation are also Class A stations. “LD” in call signs indicates that a station is operated as a low-power digital television service.

(2)

We provide the sales and marketing function of this station under a marketing and sales arrangement.

(3)

We hold a minority, limited voting interest in the entity that directly or indirectly holds the broadcast license for this station. Through that entity, we provide solely the programming and related services under a time brokerage arrangement.

(4)

In a “channel sharing” arrangement, two broadcast television stations, each holding its own broadcast authorization, agree to share the bandwidth of a single broadcast channel, with the two stations transmitting separate program streams on that channel.

Media Competition

We face intense competition in the broadcasting business. In each television market, we typically compete with the local affiliates of the five principal English-language television networks, NBC, ABC, CBS, Fox and the CW Network. In certain markets, we also compete with the local affiliates of Telemundo as well as other Spanish-language networks, including Estrella Media. Most of the companies with which we compete have significantly greater resources and some have longer operating histories than we do. We also directly or indirectly compete with all other forms of media. Advertisers allocate finite advertising budgets across different media. We believe that the advent of new technologies and services, including digital advertising, may result in continued emphasis by certain advertisers on these new technologies and services as compared to legacy media, such as television and radio.

Each of our radio stations competes for audience share and advertising revenue directly with both Spanish-language and English-language radio stations in its market, and with other media. Our primary competitors in our markets in Spanish-language radio are TelevisaUnivision, iHeartMedia Inc. (formerly Clear Channel Communications Inc.), Audacy (formerly Entercom, Inc.) and Spanish Broadcasting System, Inc. These and many of the other companies with which we compete are companies that have significantly greater resources and longer operating histories than we do. We also directly or indirectly compete with all other forms of media. Advertisers allocate finite advertising budgets across different media. We believe that the advent of new technologies and services, including digital advertising on digital platforms owned and operated by media companies, may result in continued emphasis by certain advertisers on these new technologies and services as compared to legacy media, such as television and radio.

Advertising Technology & Services

In our advertising technology & services segment, we provide our advertisers a full suite of managed services to drive both local server messaging and brand success. Our focus is to create campaigns that optimize a brand's goals through a variety of strategies.

Smadex

Smadex is our proprietary programmatic ad purchasing platform, which is also known in our industry as a "demand-side” platform. Driven by artificial intelligence (“AI”), it provides advertising solutions to customers, primarily mobile app developers, who are located in 54 countries. Smadex works with hundreds of advertisers globally and manages more than three million mobile ad requests per second from over 8 billion devices.

A demand-side platform enables advertisers to purchase advertising electronically and manage data-driven advertising campaigns via global online marketplaces where media companies aggregate their advertising inventory. Programmatic advertising, in addition to being automated, is intended to enable more precise audience targeting of online users in advertising campaigns because of the aggregation, analysis and use of data about the online users who are the targets of the advertising campaigns. Smadex has focused its business on mobile app developers. The services we offer with Smadex are primarily managed, which means our knowledgeable operations team implements the advertising campaign.

The Smadex platform utilizes proprietary technology, including AI, on a cloud-based infrastructure. Smadex employs software engineers who design hundreds of algorithms that rapidly process millions of data points from previous and current ad campaigns, together with data and ad campaign details from our advertisers, to programmatically acquire advertising inventory from online marketplaces for advertising inventory. The resulting analytics allow advertisers to bid on and instantaneously acquire the advertising inventory that they value the most, pay less for advertising inventory they value less and refrain from bidding on advertising inventory that does not fit their ad campaign parameters.

In 2024, we increased our investment in Smadex, including increases in our sales force, technology team and cloud infrastructure. Going forward, we intend to focus on further building AI into our Smadex platform and expanding our sales team to increase the number of customers we serve, among other things.

Adwake

Adwake provides managed services similar to those provided by Smadex, except that our sales team uses third-party programmatic platforms for ad purchases. We are paid when a specific action is completed—such as an app install, a purchase or a registration. Adwake makes a profit between what the app developer pays Adwake to acquire a mobile app user and what it costs Adwake to find and deliver that user.

Data Use

Our ability to optimize performance of advertising campaigns and help advertisers determine the effectiveness of those advertising campaigns depends on our ability to successfully aggregate and leverage data, including data that we collect from advertisers, platforms, technology companies and third parties, as well as data we access from our own operating history. Using cookies and non-cookie-based software, we collect information about the interactions of online users with advertisers and digital platforms owned and operated by media companies. Through data analytics, we also enable advertisers to gain insights into the performance of their advertising campaigns and manage those campaigns with a view toward maximizing return on their advertising investment. Key to our ability to aggregate such data is using certain tracking software in our business. Programmatic advertising companies use unique identifiers to track online user activity across the Internet and apps. It is this tracking ability that allows advertisers to both send an online user who meets the parameters of an advertising campaign targeted advertisements and determine how successful their advertising campaigns are. This tracking ability is restricted by a number of factors. This is a dynamic and rapidly evolving area. See Item 1A, “Risk Factors”.

Technology Competition

The advertising technology & services business is dynamic, rapidly changing and highly competitive, influenced by frequent technological advances, trends in both the overall advertising and digital advertising markets, changing customer perceptions and expectations, and governmental or regulatory oversight and action in the areas of data use, data privacy and other matters.

Smadex and Adwake compete with other advertising technology and services companies such as AppLovin Corporation, The Trade Desk, Inc., Criteo Corp., Liftoff, Inc. and Moloco, Inc., which also have a global presence selling advertisements through their ad purchasing platforms. Many of our competitors in the advertising technology & services business have significantly larger financial resources and/or longer operating histories than we have in this space.

Entravision Global Partners

Prior to the sale of our EGP business in June 2024, for financial reporting purposes we reported in three segments – digital, television and audio - based on the type of medium in which we sold advertising. Our digital segment was the largest segment in terms of revenue and our EGP business was the largest component of our digital segment.

In our former EGP business, we acted as an intermediary between primarily global media companies and advertisers, which consisted of either the enterprise or its ad agency running the advertisement. Our customers were both these primarily global media companies and advertisers. On March 4, 2024, we received a communication from Meta Platforms, Inc. (“Meta”) that it intended to wind down its Authorized Sales Partners ("ASP") program globally and end its relationship with all of its ASPs, including us, by July 1, 2024. As a result of this communication from Meta, our CEO, who is also our chief operating decision maker ("CODM"), led a thorough review of our operations, cost structure, digital strategy and organization of our business. This review led to the decision to sell the enterprises comprising our EGP business -- the largest business unit of what was then our digital segment. Following this decision, during the second quarter of 2024, we entered into a definitive agreement to sell substantially all of our EGP business to IMS Internet Media Services, Inc. ("IMS"). The transaction was completed on June 28, 2024. The remaining parts of our EGP business, Jack of Digital ("Jack of Digital") and Adsmurai, S.L. ("Adsmurai"), were each sold back to their respective founders in separate transactions during the second quarter of 2024.

As a result of the sale of our EGP business, effective July 1, 2024, we have realigned our operating segments into two segments – media and advertising technology & services – based on the products and services we sell, consistent with our current operational and management structure, the basis that is now used for internal management reporting and how our CEO evaluates our business.

Seasonality

Seasonal net revenue fluctuations are common in television and radio broadcasting, and are due primarily to fluctuations in advertising expenditures by local and national advertisers. In our media segment, our first fiscal quarter generally produces the lowest net revenue for the year, and our second and third fiscal quarters generally produce the highest net revenue for the year. In addition, advertising revenue across our segments is generally higher during presidential election years (2020, 2024, etc.) and, to a lesser degree, Congressional mid-term election years (2018, 2022, etc.), resulting from increased political advertising in those years compared to other years. Advertising revenue in our audio operations is also generally higher during years when we broadcast the FIFA World Cup on our radio stations (2018, 2022, etc.).

Our advertising technology & services operations are not significantly subject to seasonality, although net revenue in this segment generally is expected to increase in each fiscal quarter over the course of the year.

Regulation of Television and Radio Broadcasting

General. The FCC regulates television and radio broadcast stations pursuant to the Communications Act of 1934, as amended (the “Communications Act”). Among other things, the FCC determines the particular frequencies, locations and operating power of stations; issues, renews, revokes and modifies station licenses; regulates equipment used by stations; and adopts and implements regulations and policies that directly or indirectly affect the ownership, changes in ownership, control, operation, programming, MVPD carriage and employment practices of stations.

A licensee’s failure to observe current and future requirements of the Communications Act or FCC rules and policies may result in the imposition of various sanctions, including admonishment, fines, the grant of renewal terms of less than eight years, the grant of a license renewal with conditions or, in the case of particularly egregious violations, the denial of a license renewal application, the revocation of an FCC license or the denial of FCC consent to acquire additional broadcast properties.

FCC Licenses. Television and radio stations operate pursuant to licenses that are granted by the FCC for a term of eight years, subject to renewal upon application to the FCC. We carefully monitor our stations’ compliance with the various regulatory requirements that are necessary for the FCC renewal process.

License renewal applications for certain of our stations remain pending. The affected stations are authorized to continue operations until the FCC acts upon those applications. We have no reason to believe that our licenses will not be renewed in the ordinary course, although there can be no assurance to that effect.

Ownership Matters. The FCC applies a series of broadcast ownership rules that, among other things, limit the amount of foreign ownership, capitalization structures and cross-ownership with other broadcasters by shareholders, directors and officers in companies such as ours. We monitor these rules carefully to assure compliance.

The Communications Act requires prior consent of the FCC for the assignment of a broadcast license or the transfer of control of an entity holding a license. In determining whether to approve an assignment of a television or radio broadcast license or a transfer of control of a broadcast licensee, the FCC considers a number of factors pertaining to the assignee or transferee including compliance with various rules limiting common ownership of media properties, the “character” of the licensee and those persons holding “attributable” interests therein, and the Communications Act’s limitations on foreign ownership and compliance with the FCC rules and regulations.

Under the Communications Act, a broadcast license may not, absent a public interest determination by the FCC, be granted to or held by persons who are not U.S. citizens, by any corporation that has more than 20% of its capital stock owned or voted by non-U.S. citizens or entities or their representatives, by foreign governments or their representatives or by non-U.S. corporations. Our certificate of incorporation restricts the ownership and voting of our capital stock to enable us to comply with these foreign ownership limitations.

With regard to the national television ownership limit, a company can own full-power television stations collectively reaching up to a 39% share of U.S. television households. Limits on ownership of multiple television stations in the same local market still apply, even if the 39% limit is not reached on a national level. The FCC has an open proceeding to determine whether and how to apply the UHF discount policy, whereby UHF stations are deemed to serve only one-half of the population in their television markets for purposes of the national television ownership limit.

The FCC has previously decided that TelevisaUnivision holds an attributable interest in certain of our television stations affiliated with its broadcast networks, which it must count for local and national multiple ownership purposes. Should the UHF discount be eliminated or the nationwide cap be interpreted to treat all stations on an equal basis, TelevisaUnivision may, in the absence of retroactive applicability, which the FCC customarily does not apply, have to divest certain stations or be limited in its ability to acquire certain additional television stations.

“Retransmission Consent” and “Must Carry” Rules. FCC regulations implementing the Cable Television Consumer Protection and Competition Act of 1992 (the "Cable Act"), require each full-power television broadcaster to elect, at three-year intervals beginning October 1, 1993, to either:

require carriage of its signal by MVPDs in the station’s market, which is referred to as “must carry” rules; or

negotiate the terms on which such broadcast station would permit transmission of its signal by the MVPDs within its market, which is referred to as “retransmission consent.”

For the three-year period that commenced on January 1, 2024, we elected “retransmission consent” with most of the MVPDs that carry our full-power television programming in our television markets. We have arrangements or have entered into agreements with nearly all of our MVPDs as to the terms of the carriage of our television stations and the compensation we will receive for granting such carriage rights.

Regulation of Digital Advertising

We are subject to many U.S. federal and state laws and regulations, as well as laws and regulations of other jurisdictions, applicable to businesses engaged in providing digital advertising services. The United States and certain foreign governments have enacted, considered or are currently considering legislation or regulations that relate to digital advertising activities and the use of consumer data and personally identifying information, or PII, in digital advertising. In general, these laws limit the use of PII, impose substantial information security obligations, limit our ability to transfer data across national borders, provide consumers with expanded rights to access and delete their data and PII, limit the retention and use of that information, and provide consumers with the right to opt out of or opt in to the sharing of personal data for retargeting and certain customized advertising purposes. Examples of these laws include several U.S. state privacy laws and regulations, such as the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, or the Delete Act, and regulations promulgated thereunder, the General Data Protection Regulation, or GPDR, which applies to activities conducted from an establishment in the European Union, or the E.U., as well as the United Kingdom Data Protections and the U.K. GDPR, which apply to activities conducted by businesses processing data in the U.K. These privacy and data-protection related laws and regulations are evolving rapidly, with new or modified laws and regulations proposed and implemented frequently, and existing laws and regulations subject to new or different interpretations.

Compliance with general consumer data privacy practices is enforced by the Federal Trade Commission, or the FTC, and state Attorneys General in the United States. The FTC may bring enforcement actions under its enforcement authority under Section 5 of the Federal Trade Commission Act of 1914, as amended, to challenge allegedly unfair and deceptive trade practices, including the violation of privacy policies, data security, consumer tracking and data aggregation.

We also participate in industry self-regulatory programs, including the Interactive Advertising Bureau, or IAB, under which, in addition to other compliance obligations, we provide consumers with notice about our use of cookies and our collection and use of data in connection with the delivery of targeted advertising, and allow them to opt out from the use of data we collect for the delivery of targeted advertising. Certain industry standard technology solutions seek to facilitate compliance with various U.S. and foreign laws. These include the IAB’s Transparency and Control Framework, which manages compliance for digital advertising under the GDPR and other E.U. and U.K. privacy laws; and the IAB’s Multi-State Privacy Agreement, which assists advertising agencies, marketers, publishers and ad-tech companies to comply with state privacy laws. Use of these solutions can create additional costs and complexity for us in engaging with customers, and will require effort to monitor the impact of proposed changes, all of which may increase operating costs, or limit our ability to operate or expand our business. Some self-regulatory bodies have the ability to discipline members or participants. Additionally, they could refer violations of their requirements to the FTC or other regulators.

Human Capital Management

As of December 31, 2024, we had approximately 990 employees in approximately 20 countries worldwide. Approximately 684 employees were employed in the United States and approximately 306 employees were employed in foreign countries. While we do not employ specific human capital measures in our business, we are committed to the overall health, safety and wellness of our employees. We offer our employees various health and wellness benefits that are tailored to the countries in which they are located, which we believe provide a sense of security. We also offer career growth and development opportunities. For example, we make available to our sales team, on a global basis, training to enhance their job-related skills.

We are committed to providing a work environment that is free of unlawful harassment, discrimination and retaliation. We have a strict policy prohibiting sexual harassment, as well as harassment or discrimination based on race, gender and other specified statuses and conditions. Unlawful harassment in any form, including verbal, physical and visual conduct, threats, demands and retaliation, is prohibited. We have established hotline and anonymous complaint processes for any employee who believes that these policies have been violated.

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