81 added · 66 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
Our “First Lien Adjusted Total Indebtedness”, “Secured Adjusted Total Indebtedness” and “Adjusted Total Indebtedness” in each case net of all cash, represents the amount of outstanding principal of our long-term debt, plus certain other obligations as defined in our Senior Credit Agreement for the applicable amount of indebtedness. 40 Below is a calculation of our “Leverage Ratio”, “First Lien Leverage Ratio” and “Secured Leverage Ratio” as defined in our Senior Credit Agreement as of December 31, 2025: Calculation of Leverage Ratio, First Lien Leverage Ratio and Secured Leverage Ratio, as each is defined in our Senior Credit Agreement (Unaudited): Eight Quarters Ended December 31, 2025 (in millions) Net income $ 290 Adjustments to reconcile from net income to Leverage Ratio Denominator as defined in our Senior Credit Agreement: Depreciation 277 Amortization of intangible assets 229 Non-cash stock-based compensation 44 Loss on disposal of assets, net 14 Gain on disposal of investment, not in the ordinary course (115 ) Interest expense 959 Gain on early extinguishment of debt (24 ) Income tax expense 89 Impairment of goodwill, other intangibles and investments 75 Amortization of program broadcast rights 55 Payments for program broadcast rights (56 ) Pension expense 1 Adjustments for unrestricted subsidiaries 34 Specified Transaction Costs and Expenses 6 Other 1 Total eight quarters ended December 31, 2025 $ 1,879 Leverage Ratio Denominator (total eight quarters ended December 31, 2025, divided by 2) $ 939 Total outstanding principal secured by a first lien $ 2,649 Less: Cash (368 ) First Lien Adjusted Total Indebtedness $ 2,281 First Lien Leverage Ratio (maximum permitted incurrence is 3.5 to 1.00) (1) 2.43 Total outstanding principal secured by a lien $ 3,799 Less: Cash (368 ) Secured Adjusted Total Indebtedness $ 3,431 Secured Leverage Ratio (maximum permitted incurrence is 5.50 to 1.00) (2) 3.65 Total outstanding principal, including current portion $ 5,810 Letters of Credit Outstanding 5 Less: Cash (368 ) Adjusted Total Indebtedness $ 5,447 Leverage Ratio (maximum permitted incurrence is 7.00 to 1.00) 5.80 (1) At any time any amounts are outstanding under our revolving credit facility, our maximum First Lien Leverage Ratio cannot exceed 4.25 to 1.00.
For the one broadcast license whose fair value did not exceed its carrying value, we recorded an impairment charge of $2 million in 2025.
During 2025, we recorded non-cash impairment charges of $28 million related to a change in the network affiliation at one station.
Broadcasting expenses (before depreciation, amortization, impairment and gain or loss on disposal of assets) decreased $78 million or 3%, to $2.2 billion.
Additionally, we generated $9 million of Core Advertising Revenue from the broadcast of the Super Bowl on our 27 FOX channels in 2025, compared to an aggregate of $18 million of advertising revenue relating to the broadcast of the Super Bowl on our 54 CBS channels during 2024.
Our Core Advertising Revenue during 2025 was negatively impacted by one less selling day due to leap day, which we estimate impacted Core Advertising Revenue by $4 million; ● Consistent with 2025 being the “off-year” of the two-year election cycle, political advertising revenue decreased by $455 million, or 92%, compared to 2024; ● Retransmission consent revenue decreased by $53 million or 4%, in 2025 compared to 2024, due to the impact of one station ceasing its networks affiliation on August 15, 2025 and a decrease in subscribers, offset, in part, by customary increases in rates under our retransmission agreements; and ● Production company revenue in 2025 increased by $2 million, or 2%, compared to 2024.
Non-payroll expense also decreased $14 million due to a reduction in business services expenses, which was offset, in part by an $8 million increase in programming costs, and $6 million in bad debt expense. ● Broadcasting non-cash stock-based compensation expenses were $1 million and $5 million in the 2025 and 2024, respectively.
We recognized a gain on disposal of assets of $11 million in 2025 compared to a loss on disposal of $20 million in 2024, primarily due to on the sale of easements and the assignment of leases at some of our television broadcast tower sites.
This decrease was primarily attributable to a combination of factors including: decreases in the outstanding debt balance on our floating rate Senior Credit Agreement and on our Notes resulting from our 2025 refinancing activities, offset by an increased average interest rate.
Our effective income tax rates differed from the statutory rate due to the following items: Year Ended December 31, 2025 2024 Statutory federal income tax rate 21 % 21 % Nondeductible expenses (3 )% 1 % Nondeductible compensation (7 )% (*) Investments 2 % (*) State and local taxes, net of federal tax benefit 10 % 4 % Reserve for uncertain tax positions 0 % (3 )% Other items, net 2 % 1 % Effective income tax expense rate 25 % 24 % (*) Disaggregated in accordance with ASU 2023-09, which was adopted prospectively in 2025.
During 2025, we: ● amended our Senior Credit Agreement to increase the availability under our Revolving Credit Facility by $70 million to $750 million and extended the term of those commitments to December 1, 2028. ● issued $1.15 billion in aggregate principal amount of 9.625% Senior Secured Second Lien Notes due 2032, with $900 million issued in July 2025 and the remaining $250 million issued in December 2025.
(ii) $80 million of our 2024 Term Loan (due June 2029) under our Senior Credit Agreement, (iii) repay all $50 million then outstanding under our Revolving Credit Facility; and (iv) pay transaction fees and expenses incurred in connection with the offering.
No longer disclosed
Broadcasting expenses (before depreciation, amortization, impairment and gain on disposal of assets) increased $49 million, or 2%, to $2.3 billion for 2024, compared to 2023 . 36 During 2024: ● Broadcasting payroll and employee benefit expenses increased by $27 million primarily as a result of routine increases in compensation of $32 million, increases of $2 million severance pay and offset in part by decreases of $8 million in contributions to our defined contribution retirement plan; ● Broadcasting non-payroll expenses increased by $21 million primarily due to increases in sports programming costs; and ● Broadcast non-cash stock-based compensation expense was $5 million in each of the 2024 and 2023 years.
Corporate and administrative expenses (before depreciation, amortization, impairment and gain or loss on disposal of assets) decreased by $8 million, or 7%, to $104 million in 2024 compared to $112 million in 2023, primarily as a result of decreases in professional services costs.
Below is a calculation of our “Leverage Ratio”, “First Lien Leverage Ratio” and “Secured Leverage Ratio” as defined in our Senior Credit Agreement as of December 31, 2024: Calculation of Leverage Ratio, First Lien Leverage Ratio and Secured Leverage Ratio, as each is defined in our Senior Credit Agreement (Unaudited): Eight Quarters Ended December 31, 2024 (in millions) Net income $ 299 Adjustments to reconcile from net income to Leverage Ratio Denominator as defined in our Senior Credit Agreement: Depreciation 289 Amortization of intangible assets 319 Non-cash stock-based compensation 42 Common stock contributed to 401(k) plan 10 Loss on disposal of assets, net 41 Gain on disposal of investment, not in the ordinary course (110 ) Interest expense 925 Gain on early extinguishment of debt (31 ) Income tax expense 111 Impairment of investment 97 Amortization of program broadcast rights 66 Payments for program broadcast rights (67 ) Pension benefit (5 ) Contributions to pension plans (4 ) Adjustments for unrestricted subsidiaries 45 Adjustments for stations acquired or divested, financings and expected synergies during the eight quarter period (1 ) Other 2 Total eight quarters ended December 31, 2024 $ 2,028 Leverage Ratio Denominator (total eight quarters ended December 31, 2024, divided by 2) $ 1,014 December 31, 2024 (dollars in millions) Total outstanding principal, including current portion $ 5,690 Letters of credit outstanding 6 Cash (135 ) Adjusted Total Indebtedness $ 5,561 Leverage Ratio (maximum permitted incurrence is 7.00 to 1.00) 5.49 Total outstanding principal secured by a first lien $ 3,143 Cash (135 ) First Lien Adjusted Total Indebtedness $ 3,008 First Lien Leverage Ratio (maximum permitted incurrence is 3.5 to 1.00) (1) 2.97 Total outstanding principal secured by a lien $ 3,143 Cash (135 ) Secured Adjusted Total Indebtedness $ 3,008 Secured Leverage Ratio (maximum permitted incurrence is 5.50 to 1.00) 2.97 (1) At any time any amounts are outstanding under our revolving credit facility, our maximum First Lien Leverage Ratio cannot exceed 4.25 to 1.00. 41 Retirement Plans We sponsor and contribute to defined benefit and defined contribution retirement plans.
For our annual broadcast licenses impairment test in 2024, we concluded that it was more likely than not that all of our broadcast licenses that were evaluated were not impaired based upon our qualitative assessments.
During 2023, as a result of the bankruptcy of Diamond Sports Group, LLC (“Diamond”), our production companies segment recorded a non-cash charge of $43 million for impairment of goodwill and other intangible assets.
As defined by the United States Securities and Exchange Commission (the “SEC”), internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
In 2024 we did not incur impairment charges, compared to $43 million of impairment charges incurred in 2023.
During 2024: ● Core advertising revenue decreased by $24 million, due primarily to displacement during the on-year of the two-year political advertising cycle, partially offset by advertising revenue of $18 million from the broadcast of the Super Bowl on our 54 CBS channels, compared to $6 million of revenue relating to the broadcast of the Super Bowl on our 27 FOX channels during 2023, and $20 million of advertising revenue on our 53 NBC channels from the broadcast of the 2024 Olympic Games; ● Consistent with 2024 being the on-year of the two-year political advertising cycle, political advertising revenue increased by $418 million; ● Retransmission consent revenue decreased by $50 million due to a decrease in subscribers, offset, in part, by an increase in rates; and ● Production company revenue increased by $19 million in 2024 primarily due to the start-up of our operations at Assembly Atlanta.
This increase was primarily attributable to several factors including: increases in average interest rates on all of our debt to 7.2% in 2024 compared to 6.5% in 2023, partially offset by a decrease in the outstanding principal balances of our debt, for a net increase of $22 million; a reduction in the amount of capitalized construction period of interest which increased interest expense by $19 million; an increase in deferred financing cost amortization, consistent with our 2024 refinancing activities, which increased interest expense by $2 million; and an increase in the amortization of costs related to our interest rate caps which increased interest expense by $2 million. 37 Gain (Loss) on Early Extinguishment of Debt .
Our effective income tax rates differed from the statutory rate due to the following items: Year Ended December 31, 2024 2023 Statutory federal income tax rate 21 % 21 % Current year permanent items 1 % (13 )% State and local taxes, net of federal tax benefit 4 % 6 % Reserve for uncertain tax positions (3 )% (1 )% Other items, net 1 % (6 )% Effective income tax expense rate 24 % 7 % We file a consolidated federal income tax return and such state or local tax returns as are required based on our current forecasts.
Our network affiliation agreements expire at various dates primarily through December 31, 2028. ● Service and other agreements for various non-cancelable contractual agreements for maintenance services and other professional services. ● Non-cancelable contractual obligations for various materials, services and construction costs related to development of our studio production facilities.
Subsequent Events In December 2024, we entered into a series of agreements through which we anticipate receiving approximately $35 million in return for (a) all of Gray’s interests in certain third-party leases for space at Gray-owned tower sites, and (b) the exclusive right to market and lease space at those Gray-owned tower sites to third parties.