What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-02-26 compared with 2024-02-29 · 200 added, 303 removed, 371 unchanged (58% of the section changed)

10 unchanged sentences

Critical Accounting Policies and Estimates — a discussion of the accounting policies that are most important in understanding the assumptions and judgments incorporated in the Consolidated Financial Statements and a summary of recent accounting pronouncements;

Results of Operations — a summary of the components of Sinclair's and SBG's revenues by category and by network affiliation, a summary of other operating data, and an analysis of Sinclair's and SBG's revenues and expenses for 2023, 2022, and 2021, including a comparison between 2023 and 2022 and between 2022 and 2021;

Results of Operations — a summary of the components of Sinclair’s and SBG’s revenues by category and by network affiliation, a summary of other operating data, and an analysis of Sinclair’s and SBG’s revenues and expenses for 2024, 2023, and 2022, including a comparison between 2024 and 2023;

Liquidity and Capital Resources — a discussion of Sinclair’s and SBG’s primary sources of liquidity and contractual cash obligations and an analysis of Sinclair’s and SBG’s cash flows from or used in operating activities, investing activities, and financing activities.

EXECUTIVE OVERVIEW

We are a diversified media company with national reach and a strong focus on providing high-quality content on our local television stations, digital platform, and, prior to the Deconsolidation, regional sports networks.

The content, distributed through our broadcast platform and third-party platforms, consists of programming provided by third-party networks and syndicators, local news, other original programming produced by us and our owned networks, and, prior to the Deconsolidation, college and professional sports.

We are a diversified media company with national reach and a strong focus on providing high-quality content on our local television stations and digital platform.

The content, distributed through our broadcast platform and third-party platforms, consists of programming provided by third-party networks and syndicators, local news, sports, and other original programming produced by us and our owned networks.

Additionally, we own digital media products that are complementary to our extensive portfolio of television station related digital properties and we have interests in, own, manage and/or operate technical and software services companies, research and development for the advancement of broadcast technology, and other media and non-media related businesses and assets, including real estate, venture capital, private equity, and direct investments.

As of December 31, 2024, Sinclair had two reportable segments, local media and tennis, and SBG had one reportable segment, local media.

Prior to the Deconsolidation, Sinclair and SBG had one additional reportable segment, local sports.

Sinclair and SBG’s local media segment is comprised of our television stations, which are owned and/or operated by Sinclair and SBG’s wholly-owned subsidiary, Sinclair Television Group, Inc.

1 unchanged sentence

Sinclair’s tennis segment primarily consists of Tennis Channel, a cable network which includes coverage of many of tennis’ top tournaments and original professional sports and tennis lifestyle shows.

Sinclair and SBG's local sports segment was comprised of our regional sports networks, which are owned and operated by our subsidiary, Diamond Sports Group, LLC ("DSG").

Sinclair also earns revenues from non-broadcast digital and internet services, technical services, and non-media investments, included within "other".

Other and corporate are not reportable segments for either Sinclair or SBG.

STG, for which certain assets and results of operations are included in the local media segment and which is one of Sinclair's and SBG's wholly owned subsidiaries, is the primary obligor under the Bank Credit Agreement and the STG Notes.

Sinclair also earns revenues from non-broadcast digital and internet services, technical services, and non-media investments, included within “other.” Other and corporate are not reportable segments for either Sinclair or SBG.

As of December 31, 2024, STG, for which certain assets and results of operations are included in the local media segment and which is one of Sinclair and SBG’s wholly owned subsidiaries, was the primary obligor under the Bank Credit Agreement and the STG Notes.

SBG and substantially all of STG’s subsidiaries are guarantors under the STG debt instruments.

4 unchanged sentences

Content and Distribution

• In February 2023, SBG announced that its free, over-the-air multicast networks Comet, CHARGE!, and TBD will add 2.4 million households through upgraded local broadcast affiliates and linear carriage.

• In March 2023, SBG entered into an agreement with fuboTV for carriage of SBG's CBS stations.

• In April 2023, Sinclair announced a distribution agreement with YouTube TV to add carriage of Sinclair's Tennis Channel and T2 and SBG's CHARGE!

and TBD to YouTube TV's service offerings and to extend YouTube TV's existing carriage of SBG's CBS and MyNetworkTV affiliated television broadcast stations.

• In April 2023, SBG entered into an agreement with Hulu to resume carriage of SBG's ABC stations.

• In June 2023, SBG reached an agreement with Smith Entertainment Group, parent company of the Utah Jazz, to make KJZZ "The Home of the Utah Jazz," enabling fans within the Jazz's local broadcast market to watch all non-nationally televised exclusive Jazz games on the over-the-air, local TV station.

• In July 2023, Sinclair announced a distribution agreement with Hulu to add carriage of Sinclair's Tennis Channel and T2 and SBG's Comet and CHARGE!

to Hulu's service offerings beginning in January 2024.

• In August 2023, SBG agreed to expand and extend its network affiliation agreement with The CW.

Under the terms of the comprehensive multiyear agreement, SBG will continue carrying The CW’s entertainment and sports programming in 35 of its owned and/or operated markets across the country.

The agreement also includes the right to negotiate carriage agreements directly with vMVPDs.

In addition, beginning September 1, SBG launched The CW on two new affiliate stations, KOMO-TV/KUNS-TV, in Seattle, Washington, and WPNT-TV in Pittsburgh, Pennsylvania.

• In September 2023, DIRECTV, LLC extended its distribution agreement with Sinclair.

• In September 2023, Tennis Channel and the Carvana Professional Pickleball Association (PPA Tour) announced a commercial joint venture to further grow pickleball in the United States and worldwide.

The partnership will see the vast majority of PPA Tour matches appear live on Tennis Channel platforms, integrated advertising-sales efforts for media and tournaments, and the recent launch of a 24-hour pickleball channel.

Tennis Channel will produce all events for the PPA Tour.

• In October 2023, SBG launched The Nest, a new, free over-the-air national broadcast TV network with programming comprised of home-improvement, true-crime, factual reality series, and celebrity driven family shows.

The Nest joins SBG’s lineup of national broadcast networks, Comet, CHARGE!, and TBD.

It replaces Stadium network on broadcast stations across the country.

At launch, the network was available in more than 50% of all US television households including the major markets of New York, Los Angeles, Philadelphia, Dallas - Ft.

Worth, Boston, San Francisco - Oakland - San Jose and Seattle-Tacoma.

• In October 2023, SBG and Paramount reached comprehensive, multi-year affiliation agreements across all 21 CBS network affiliations for SBG stations, including six top-50 market affiliates, KUTV in Salt Lake City, UT, KEYE in Austin, TX, WKRC in Cincinnati, OH, WPEC in West Palm Beach, FL, WWMT in Grand Rapids, MI and WHP in Harrisburg, PA.

Additionally, Paramount reached an agreement to renew the affiliations of WTVH in Syracuse, NY and WGFL in Gainesville, FL, stations to which SBG provides services.

• In January 2024, Sinclair announced a comprehensive multi-year distribution agreement with Verizon for carriage on FiOS TV, covering Tennis Channel and SBG’s local television stations in 10 markets.

• In January 2024, SBG and FOX Corporation reached an agreement for a multi-year renewal of all FOX affiliations in SBG markets, including where SBG provides sales and other services under JSAs or MSAs.

• In January 2024, Sinclair renewed its distribution agreement with the National Content & Technology Cooperative (“NCTC”) that allows NCTC’s member companies to opt into a multi-year retransmission consent agreement for SBG’s owned and operated stations and includes an agreement for Tennis Channel.

Environmental, Social, and Governance

• For the year ended December 31, 2023, our newsrooms won a total of 276 journalism awards, including 24 Regional and one National RTDNA Edward R.

Murrow awards and 67 regional Emmy awards.

• In March 2023, SBG announced a multi-year, national agreement with USC Shoah Foundation—The Institute for Visual History and Education to assist with the recording of interviews with genocide survivors as part of the Institute’s Last Chance Testimony Collection Initiative.

• In April 2023, SBG announced that Project Baltimore, the special investigative reporting unit of WBFF/Fox 45 News, was honored by Investigative Reporters and Editors for its reporting on Baltimore's public school system.

• In April 2023, Sinclair and SBG celebrated our first Sinclair Day of Service whereby all employees were encouraged to volunteer that day for charitable causes.

Thousands of employees eagerly turned out to help out in their communities.

• In May 2023, Sinclair published its 2022 Environmental, Social and Governance report, detailing ESG achievements in 2022 and progress toward its longstanding ESG goals and commitments.

• In May 2023, SBG announced that "Hate Rising:

Antisemitism in America," a 60-minute special, will initially air on WPEC and be available across SBG's stations throughout the summer, providing an unfiltered look at the rise of antisemitism in America, examining how the country is combating it through awareness, education, and legislation.

• In July 2023, Sinclair announced a partnership with the National Diaper Bank Network to launch Sinclair Cares:

Summer Diaper Drive, a nationwide campaign to create awareness, provide assistance, and build a community to reduce diaper need in the United States.

• In July 2023, SBG announced that scholarships were awarded to 15 university students as a part of SBG's annual Diversity Scholarship program.

• In October 2023, Sinclair launched Sinclair Cares:

Humanitarian Relief in Israel, a fundraising partnership in conjunction with Magen David Adom (MDA), an affiliate of the International Federation of Red Cross and Red Crescent Societies, to help with their efforts providing humanitarian relief and emergency medical services for all people in Israel, regardless of religious creed or political belief.

• In October 2023, SBG announced the return of SBG's News Reporter and Producer Academies, a series of interactive, virtual workshops for college students interested in pursuing careers in journalism.

This year, SBG also added Weather Academy, a workshop for students interested in a career in weather.

• In October 2023, Sinclair updated its Code of Business Conduct and Ethics.

NextGen Broadcasting (ATSC 3.0)

• In April 2023, Sinclair and its partners CAST.ERA, SK Telecom, and Saankhya Labs, announced they will build and operate an innovative and interconnected broadcast platform to provide commercial services and solutions for national data distribution using NextGen Broadcast (ATSC 3.0) network technology.

• In April 2023, the Metropolitan Washington Council of Governments and Sinclair's subsidiary, ONE Media 3.0, launched the nation's first pilot project to use Next Generation Broadcast to disseminate Advanced Emergency Information.

The pilot program provides an efficient, instantaneous and simultaneous delivery of emergency messaging sent by local governments to all users for free, utilizing the over-the-air broadcast platform.

The pilot also demonstrated delivery of enhanced, rich media supplements to those emergency messages that meet its newsworthy criteria.

• In October 2023, Sinclair announced an agreement to expand development of and promote NextGen services in South Korea with the Korea Radio Promotion Association.

• In 2023, Sinclair, in coordination with other broadcasters, and led by BitPath, Sinclair's joint venture with another broadcaster, have deployed NextGen TV, powered by ATSC 3.0, in the 6 additional markets below.

• In March 2024, Sinclair reached a comprehensive, multiyear distribution agreement with Charter Communications, Inc.

for continued carriage of Tennis Channel and SBG’s owned local broadcast stations.

• In May 2024, Sinclair reached a comprehensive, multiyear distribution agreement with Cox Communications, Inc.

for continued carriage of Tennis Channel and SBG’s owned local broadcast stations.

• In August and September 2024, Sinclair expanded its podcast division, launching a new slate of sports programming featuring top athletes, coaches, and experts including “The Triple Option,” hosted by Urban Meyer, Mark Ingram II, and Rob Stone and “Throwbacks” with Matt Leinart and Jerry Ferrara.

• In the third quarter 2024, Sinclair entered into a multi-year renewal with Altice USA for continued carriage of SBG’s broadcast stations and Tennis Channel on Altice’s Optimum and Suddenlink owned systems.

• In the third quarter 2024, Sinclair entered into a multi-year renewal with DIRECTV for continued carriage of SBG’s broadcast stations and Tennis Channel across DIRECTV, DIRECTV Stream, and U-verse.

• In October 2024, SBG launched the Rip City Television Network, a network of SBG affiliates throughout the Pacific Northwest to serve as the new television home of Trail Blazers starting with the 2024-25 season.

• In October 2024, Sinclair announced the launch of a soccer-focused podcast, “Unfiltered Soccer with Landon and Tim,” featuring former U.S.

soccer stars Landon Donovan and Tim Howard.

• In November 2024, Tennis Channel introduced a direct-to-consumer streaming service that merges its flagship 24-hour network with extensive live and on-demand multicourt coverage.

• In the fourth quarter 2024, Sinclair finalized a renewal with DISH Network (“DISH”), for the continued multi-year carriage of SBG’s broadcast television stations and Tennis Channel on DISH’s direct broadcast satellite system.

• In January 2025, SBG and NBC announced a comprehensive multi-year agreement that renews station affiliation agreements for 21 of SBG’s owned and/or operated NBC affiliates and affiliations in five markets where SBG provides sales and other services under a joint sales agreement or marketing service agreement.

Corporate Social Responsibility Practices

• In March 2024, Sinclair launched Sinclair Cares:

Supporting Children’s Literacy, a partnership with Reading Is Fundamental, the nation’s leading children’s literacy nonprofit, to create awareness around children’s literacy challenges and help get books into the hands of children across the U.S.

through a virtual book drive.

• In April 2024, WBFF FOX 45, Baltimore’s #1 ranked news outlet, and the David D.

Smith Family Foundation donated $50 thousand and $100 thousand, respectively, to the Maryland Tough Baltimore Strong Key Bridge Fund.

• In April 2024, Sinclair published its 2023 Corporate Social Responsibility report, detailing the Company’s achievements and progress in its social responsibility journey.

• In April 2024, Sinclair held its second annual Sinclair Day of Service, whereby all employees were encouraged to volunteer that day for charitable causes.

Over 1,300 employees volunteered a total of more than 3,700 hours that day.

• In June 2024, Sinclair partnered with Feeding America to coordinate Sinclair Cares:

Summer Hunger Relief, an awareness and fundraising campaign to help provide meals to children and families across the U.S.

in the summer.

• In July 2024, Sinclair awarded scholarships to 12 university students as a part of its annual Diversity Scholarship program.

• In October 2024, Sinclair ran Sinclair Cares:

Hurricane Helene Relief, a fundraising partnership with the Salvation Army and The United Way to assist with humanitarian relief efforts on the ground in Western North Carolina, South Carolina, Georgia, Florida, Virginia, and Tennessee in the aftermath of Hurricanes Helene and Milton.

Including Sinclair’s corporate donation of $50,000, the campaign raised nearly $1.3 million in donations designated for delivering emergency aid, including food, water, shelter, and cleanup kits.

• For the year ended December 31, 2024, our newsrooms won a total of 232 journalism awards, including 22 regional and two national RTDNA Edward R.

Murrow awards and 37 regional and one national Emmy awards.

• In January 2025, Sinclair and Tennis Channel announced Sinclair Cares:

California Wildfires Relief, a fundraising partnership with the Salvation Army to provide disaster relief support across Southern California which helped provide critical aid, shelter, food, fresh water, and support for wildfire survivors and first responders in Los Angeles.

NextGen TV (ATSC 3.0)

• In April 2024, Sinclair announced the launch of its Broadspan datacasting platform to enable data distribution capability across all current Sinclair NextGen TV markets where it serves as the host station.

• In 2024, Sinclair, in coordination with other broadcasters, and led by BitPath, Sinclair’s joint venture with another broadcaster, deployed NextGen TV in the two additional markets below.

This brings the total number of our markets in which NextGen TV has been deployed to 45:

Month Market Number of Stations Company Stations

March 2023 Rochester, NY 4 WHAM-TV (a) (ABC), WUHF (FOX)

March 2023 Des Moines, IA 4 KDSM-TV (FOX)

June 2023 South Bend, IN 5 WSBT-TV (CBS and FOX)

July 2023 Reno, NV 5 KRXI-TV (FOX), KRNV-DT (a) (NBC), KNSN-TV (b) (MyNet)

August 2023 Minneapolis, MN 5 WUCW-TV (CW)

December 2023 El Paso, TX 5 KDBC-TV (CBS), KFOX-TV (FOX)

April 2024 Portland, ME 5 WGME (CBS), WPFO (a) (FOX)

June 2024 Myrtle Beach, SC 4 WPDE (ABC)

(a) The license and programming assets for these stations are currently owned by a third party.

SBG provides certain non-programming related sales, operational, and administrative services to these stations pursuant to a service agreement, such as a JSA and SSA.

(b) The license assets for these stations are currently owned by a third party.

SBG provides programming, sales, operational, and administrative services to these stations pursuant to certain service agreements, such as LMAs.

• In January 2025, Sinclair joined with three broadcast peers and merged BitPath to form a new company, EdgeBeam Wireless, to provide robust wireless data services to a wide range of businesses and industries across the country.

Financing, Capital Allocation, and Shareholder Returns

• In February 2023, Sinclair purchased the remaining 175,000 units of the redeemable subsidiary preferred equity for an aggregate purchase price of $190 million, representing 95% of the sum of the remaining unreturned capital contribution of $175 million, and accrued and unpaid dividends up to, but not including, the date of purchase.

• For the year ended December 31, 2023, STG purchased an aggregate $64 million of principal across multiple tranches of debt in the open market for $49 million.

In January 2024, STG purchased $27 million aggregate principal amount of the Term Loan B-2, due September 30, 2026, for consideration of $25 million.

• For the year ended December 31, 2023, Sinclair repurchased approximately 8.8 million shares of Class A Common Stock for $153 million.

All shares were repurchased under an SEC Rule 10b5-1 plan.

• In January 2024, STG purchased $27 million aggregate principal amount of the Term Loan B-2, due September 30, 2026, for consideration of $25 million and during the first quarter of 2024 we repaid $34 million across all tranches of the Term Loan B in scheduled principal payments.

• For the year ended December 31, 2024, Sinclair paid dividends of $1.00 per share.

In February 2025, Sinclair declared a quarterly cash dividend of $0.25 per share.

• In January 2024, Sinclair announced that it has agreed, subject to Sinclair and DSG completing definitive documentation, to a global settlement and release of all claims associated with the litigation filed by DSG and DSG’s wholly-owned subsidiary, Diamond Sports Net, LLC, in July 2023.

The settlement terms include Sinclair’s cash payment to DSG of $495 million.

The cash payment will be funded by cash on hand at Ventures, STG and/or a loan backed by Ventures.

Under the terms of the settlement, Sinclair will provide transition services to DSG to allow DSG to become a self-standing entity going forward.

• In February 2025, Sinclair closed a new money financing and debt recapitalization to strengthen Sinclair’s balance sheet and better position it for long-term growth, which transactions are described more fully under Liquidity and Capital Resources below.

• In January 2024, Sinclair announced that it has agreed, subject to Sinclair and Diamond Sports Group, LLC (“DSG”) completing definitive documentation, to a global settlement and release of all claims associated with the litigation filed by DSG and DSG’s wholly-owned subsidiary, Diamond Sports Net, LLC, in July 2023 and on March 1, 2024, the court approved the settlement.

The settlement terms included Sinclair’s cash payment to DSG of $495 million.

Additionally, under the terms of the settlement, Sinclair provided transition services to DSG to allow DSG to become a self-standing entity going forward.

An initial payment of $50 million was made in March 2024, which was funded by Ventures, and the remaining $445 million was paid in April 2024, of which $347 million was paid by STG and $98 million was paid by Ventures.

On January 2, 2025, DSG announced that it had emerged from bankruptcy, at which time, Sinclair’s and SBG’s equity interest in DSG was terminated.

• In December 2024, Sinclair acquired SK Telecom's stake in CAST.ERA, previously a joint venture with the leading mobile operator in South Korea, to develop wireless, cloud infrastructure and artificial intelligence technologies related to NextGen Broadcasting.

Industry Trends

• During the last few years, the number of subscribers to Distributor services in the United States has been declining, as technological advancements have driven changes in consumer behavior and have empowered consumers to seek more control over when, where, and how they consume news, sports, and other entertainment, including through the so-called “cutting the cord” and other consumption strategies.

• The Distributor industry has continued to undergo significant consolidation, which gives top Distributors purchasing power.

• The Distributor industry has continued to undergo significant consolidation, which gives top Distributors negotiating power.

• vMVPDs have continued to gain increasing importance and have quickly become a critical segment of the market.

6 unchanged sentences

• Broadcasters have found ways to increase returns on their news programming initiatives while continuing to maintain locally produced content through the use of news sharing arrangements.

• 'Big Tech' has begun offering OTT platforms.

• Viewership of content on connected or smart TV’s continues to rise which has led to the shifting of advertising spend to this content from other forms of media.

• Professional sporting events have begun to migrate back to broadcast television.

• Big Tech (such as Alphabet, Amazon, Apple, Meta, and Microsoft) has begun offering OTT platforms.

• Broadcast networks have begun launching and expanding their own DTC platforms.

• Advertising revenue on digital platforms continues to grow.

• Advertising revenue related to the Summer Olympics occurs in even numbered years, with the exception of 2020 which was postponed due to COVID-19 and took place in Summer 2021.

• Advertising revenue related to the Summer Olympics occurs in even numbered years.

Advertising revenue related to the Winter Olympics also occurs in even numbered years but are two years apart from the Summer Olympics.

4 unchanged sentences

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.

On an on-going basis, we evaluate our estimates including those related to revenue recognition, goodwill and intangible assets, program contract costs, income taxes and variable interest entities.

On an on-going basis, we evaluate our estimates including those related to revenue recognition, goodwill and intangible assets, program costs, income taxes and variable interest entities.

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

7 unchanged sentences

Nature of Operations and Summary of Significant Accounting Policies within each of Sinclair’s Consolidated Financial Statements and SBG’s Consolidated Financial Statements , we generate advertising revenue primarily from the sale of advertising spots/impressions on our broadcast television, digital platforms, and, prior to the Deconsolidation, the RSNs.

Advertising revenue is recognized in the period in which the advertising spots/impressions are delivered.

Core and political advertising revenue is recognized in the period in which the advertising spots/impressions are delivered.

In arrangements where we provide audience ratings guarantees, to the extent that there is a ratings shortfall, we will defer a proportionate amount of revenue until the ratings shortfall is settled through the delivery of additional advertising.

15 unchanged sentences

If we conclude that it is more-likely-than-not that a reporting unit or an indefinite-lived intangible asset is impaired, we apply the quantitative assessment, which involves comparing the estimated fair value of the reporting unit or indefinite-lived intangible asset to its respective carrying value.

See Impairment of Goodwill, Intangibles and Other Assets under Note 1.

Nature of Operations and Summary of Significant Accounting Policies and Note 5.

Goodwill, Indefinite-Lived Intangible Assets, and Other Intangible Assets within each of Sinclair's Consolidated Financial Statements and SBG's Consolidated Financial Statements for further discussion of the significant judgments and estimates inherent in both qualitatively assessing whether impairment may exist and estimating the fair values of the reporting units and indefinite-lived intangible assets if a quantitative assessment is deemed necessary.

See Impairment of Goodwill, Indefinite-lived Intangible Assets and Other Long-lived Assets under Note 1.

Nature of Operations and Summary of Significant Accounting Policies within each of Sinclair’s Consolidated Financial Statements and SBG’s Consolidated Financial Statements for further discussion of the significant judgments and estimates inherent in both qualitatively assessing whether impairment may exist and estimating the fair values of the reporting units and indefinite-lived intangible assets if a quantitative assessment is deemed necessary.

We are required to analyze our long-lived assets, including definite-lived intangible assets, for impairment.

7 unchanged sentences

Any resulting impairment loss could have a material adverse impact on our consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows.

Program Contract Costs .

Program Costs .

As discussed in Broadcast Television Programming under Note 1.

7 unchanged sentences

Other Assets and Note 17.

Fair Value Measurements within Sinclair's Consolidated Financial Statements , we entered into a commercial agreement with Bally’s Corporation on November 18, 2020.

Fair Value Measurements within Sinclair’s Consolidated Financial Statements , we entered into a commercial agreement with Bally’s Corporation (“Bally’s”) on November 18, 2020.

As part of this arrangement, we received warrants and options to acquire common equity in the business.

33 unchanged sentences

As of December 31, 2024, we had two reportable segments for accounting purposes, local media and tennis.

Prior to the Deconsolidation, we had one additional reportable segment for accounting purposes, local sports.

Seasonality / Cyclicality

15 unchanged sentences

Depreciation and amortization expenses 250 271 321

Amortization of program contract costs 80 90 93

Amortization of program costs 74 80 90

Non-media expenses 53 49 44

1 unchanged sentence

Loss (gain) on deconsolidation of subsidiary — 10 (3,357)

Loss (gain) on asset dispositions and other, net of impairment 3 (64) (71)

Operating (loss) income $ (331) $ 3,980 $ 95

Net (loss) income attributable to Sinclair $ (291) $ 2,652 $ (414)

A discussion regarding our financial results and operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 and for the year ended December 31, 2022 compared to the year ended December 31, 2021 is presented below.

(Gain) loss on asset dispositions and other, net of impairment (20) 3 (64)

Operating income (loss) $ 551 $ (331) $ 3,980

Net income (loss) attributable to Sinclair $ 310 $ (291) $ 2,652

A discussion regarding our financial results and operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 is presented below.

A discussion regarding our financial results and operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 can be found under Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024 (our “2023 Annual Report”), which is available free of charge on the SEC’s website at www.sec.gov and our Investor Relations website at www.sbgi.net/investor-relations.

SINCLAIR, INC.

6 unchanged sentences

Distribution revenue $ 1,543 $ 1,491 $ 1,531 4% (3)%

Advertising revenue 1,236 1,518 1,230 (19)% 23%

Core advertising revenue 1,152 1,192 1,186 (3)% 1%

Political advertising revenue 405 44 332 n/m (87)%

Other media revenue (a) 154 139 144 11% (3)%

4 unchanged sentences

Depreciation and amortization expenses 231 243 243 (5)% —%

Amortization of program contract costs 80 90 93 (11)% (3)%

Amortization of program costs 74 80 90 (8)% (11)%

Corporate general and administrative expenses 117 134 117 (13)% 15%

Non-media expenses 14 15 — (7)% n/m

Non-media expenses 8 14 15 (43)% (7)%

Gain on asset dispositions and other, net of impairment (18) (14) (17) 29% (18)%

Operating income $ 227 $ 591 $ 388 (62)% 52%

Operating income $ 564 $ 227 $ 591 n/m (62)%

Interest expense including amortization of debt discount and deferred financing costs $ 304 $ 305 $ 226 —% 35%

Gain (loss) on extinguishment of debt $ 15 $ 3 $ (7) n/m n/m

Gain on extinguishment of debt $ 1 $ 15 $ 3 (93)% n/m

Other income, net $ 40 $ 33 $ 28 21% 18%

n/m - not meaningful

(a) Includes $26 million and $111 million for the years ended December 31, 2022 and 2021, respectively, of intercompany revenue related to certain services provided by the local media segment to other and the local sports segment, prior to the Deconsolidation, under management services agreements, which was eliminated in consolidation, and $52 million and $39 million of revenue for the years ended December 31, 2023 and 2022, respectively, for services provided by the local media segment under management services agreements after the Deconsolidation, which is not eliminated in consolidation.

(b) Includes $6 million and $4 million for the years ended December 31, 2023 and 2022, respectively, of intercompany revenue related to certain advertising services provided by the local media segment to the tennis segment, which is eliminated in consolidation.

(c) Includes $8 million, $12 million, and $35 million for the years ended December 31, 2023, 2022, and 2021, respectively, of intercompany expense related to certain services provided to the local media segment from other, which is eliminated in consolidation.

(a) Includes $26 million for the year ended December 31, 2022 of intercompany revenue related to certain services provided by the local media segment to other and the local sports segment, prior to the Deconsolidation, under management services agreements, which is eliminated in consolidation.

(b) Includes $9 million, $6 million, and $4 million for the years ended December 31, 2024, 2023, and 2022, respectively, of intercompany revenue related to certain services provided to the tennis segment, which is eliminated in consolidation.

(c) Includes $13 million, $8 million, and $12 million for the years ended December 31, 2024, 2023, and 2022, respectively, of intercompany expense related to certain services provided by other, which is eliminated in consolidation.

Distribution revenue.

Distribution revenue, which includes payments from Distributors for our broadcast signals, decreased $40 million in 2023, when compared to the same period in 2022, primarily due to a decrease in subscribers, partially offset by an increase in contractual rates.

Distribution revenue increased $55 million in 2022, when compared to the same period in 2021, primarily due to an increase in contractual rates, partially offset by a decrease in subscribers.

Advertising revenue.

Advertising revenue decreased $282 million in 2023, when compared to the same period in 2022, primarily due to a decrease in political advertising revenue, as 2022 was a political year, compared to 2023 which is a non-political year.

Advertising revenue increased $288 million in 2022, when compared to the same period in 2021, primarily due to an increase in political advertising revenue, as 2022 was a political year, compared to 2021 which was a non-political year.

Distribution revenue, which represents fees earned from Distributors for our broadcast signals, increased $52 million or 4% in 2024, when compared to the same period in 2023.

Contractual rate increases favorably impacted period-over-period distribution revenue by high-teen percentages for the year ended December 31, 2024.

The increase in distribution revenue as a result of increased contractual rates was offset by a decrease in subscribers by low double-digit percentages for 2024.

Core advertising revenue.

Core advertising revenue decreased $40 million in 2024, when compared to the same period in 2023, with no particular product/services category dominating the variance and was primarily a result of the political crowd out effect.

Political advertising revenue.

Political advertising revenue increased $361 million in 2024, when compared to the same period in 2023, primarily due to 2024 being a presidential political year, compared to 2023 which was an off-year election cycle, and therefore only had a small number of political races and correspondingly less political advertising spend.

SINCLAIR, INC.

RESULTS OF OPERATIONS

The following table sets forth our primary types of programming and their approximate percentages of advertising revenue, excluding digital revenue, for the periods presented:

Percent of Advertising Revenue (Excluding Digital) for the

Twelve Months Ended December 31,

The following table sets forth our primary types of programming and their approximate percentages of advertising revenue for the years ended December 31, 2024, 2023, and 2022:

Percent of Advertising Revenue

2024 2023 2022

Local news 34% 35% 32%

Syndicated/Other programming 35% 38% 35%

Network programming 18% 21% 21%

Sports programming 16% 13% 12%

Local news 30% 29% 32%

Network programming (a) 17% 15% 19%

Sports programming (a) 16% 13% 11%

Paid programming 2% 5% 3%

(a) Sports programming includes both local and network sports programming.

Network programming is exclusive of any network sports programming.

The following table sets forth our affiliate percentages of advertising revenue for the years ended December 31, 2024, 2023, and 2022:

# of Percent of Advertising Revenue for the

Twelve Months Ended December 31,

# of Percent of Advertising Revenue

Channels 2024 2023 2022

7 unchanged sentences

Other media revenue.

Other media revenue decreased $5 million in 2023, when compared to the same period in 2022, primarily due to a decrease related to providing certain services under management service agreements.

Other media revenue decreased $37 million in 2022, when compared to the same period in 2021, primarily due to a $46 million decrease in revenue from the local sports segment related to providing certain services under a management services agreement due to the deferral of fees owed under the agreement, partially offset by a $6 million increase related to revenue recognized under the Bally's commercial agreement that we began performing on in the second quarter of 2021.

Other media revenue increased $15 million in 2024, when compared to the same period in 2023, primarily due to an increase related to providing certain services under management service agreements.

Media programming and production expenses.

Media programming and production expenses increased $38 million during 2023, when compared to the same period in 2022, primarily related to an increase in fees pursuant to network affiliation agreements as a result of increased contractual rates, and an increase in employee compensation cost.

Media programming and production expenses increased $61 million during 2022, when compared to the same period in 2021, primarily related to an increase in fees pursuant to network affiliation agreements as a result of increased contractual rates, and an increase in advertising and promotion costs.

Media programming and production expenses increased $48 million in 2024, when compared to the same period in 2023, primarily due to an increase in fees pursuant to network affiliation agreements as a result of increased contractual rates and an increase in information technology cost.

Media selling, general and administrative expenses.

Media selling, general and administrative expenses decreased $10 million during 2023, when compared to the same period in 2022, primarily due to a $15 million decrease in national sales commission and an $11 million decrease in professional and consulting fees, partially offset by a $12 million increase in third-party fulfillment costs relating to our digital business.

Media selling, general and administrative expenses increased $60 million during 2022, when compared to the same period in 2021, primarily due to a $26 million increase in information technology costs, a $16 million increase in third-party fulfillment costs relating to our digital business, a $13 million increase in national sales commissions, a $7 million increase in research and professional cost, and a $3 million increase in employee travel expenses, partially offset by a decrease of $8 million related to FCC penalties incurred by several consolidated VIEs recorded in our consolidated financial statements in 2021, as discussed in Note 13.

Commitments and Contingencies within Sinclair's Consolidated Financial Statements .

SINCLAIR, INC.

RESULTS OF OPERATIONS

Amortization of program contract costs.

The amortization of program contract costs decreased $10 million during 2023, when compared to the same period in 2022, and $3 million during 2022, when compared to the same period in 2021, primarily related to reduced programming costs.

Media selling, general and administrative expenses increased $48 million during 2024, when compared to the same period in 2023, primarily due to a $20 million increase in national sale commissions due to an increase in national advertising sales, a $14 million increase in third-party fulfillment costs from our digital business as a result of increased digital revenues, a $5 million increase in payment processing fees due to an increase in advertising revenue, a $3 million increase in employee compensation cost, and a $2 million increase in trade related expenses.

Amortization of program costs.

The amortization of program costs decreased $6 million during 2024, when compared to the same period in 2023, primarily due to reduced programming costs.

Corporate general and administrative expenses.

1 unchanged sentence

Non-media expenses.

Non-media expenses increased $15 million during 2022, when compared to the same period in 2021, primarily related to an increase in expenses associated with our broadcast technology related initiatives.

Non-media expenses decreased $6 million during 2024, when compared to the same period in 2023, primarily related to a decrease in expenses associated with our broadcast technology related initiatives.

Depreciation and amortization expenses.

Depreciation of property and equipment and amortization of definite-lived intangibles and other assets remained flat during the year ended 2023, when compared to the same period in 2022.

Depreciation of property and equipment and amortization of definite-lived intangibles and other assets decreased $12 million during 2024, when compared to the same period in 2023, primarily due to assets retired during 2024.

Gain on asset dispositions and other, net of impairments.

During the years ended December 31, 2023, 2022, and 2021, we recorded gains of $14 million, $17 million, and $23 million, respectively, of which $8 million, $4 million, and $24 million, respectively, related to reimbursements from the spectrum repack.

See Broadcast Incentive Auction within Note 2.

Acquisitions and Dispositions of Assets within Sinclair's Consolidated Financial Statements for further discussion.

During the year ended December 31, 2023, we recognized a $6 million gain on the sale of one of our broadcast station buildings.

During the year ended December 31, 2022, we recognized a $4 million gain on the sale of Ring of Honor Entertainment.

The remaining amounts are primarily related to net gains on the sale of certain broadcast assets.

SINCLAIR, INC.

RESULTS OF OPERATIONS

Interest expense including amortization of debt discount and deferred financing costs.

Interest expense increased by $79 million in 2023, when compared to the same period in 2022, and $43 million in 2022, when compared to the same period in 2021, primarily due to increased interest expense related to our variable rate debt as a result of higher interest rates.

Interest expense decreased by $1 million in 2024, when compared to the same period in 2023, primarily due to decreased interest expense related to our variable rate debt as a result of lower interest rates.

Gain on extinguishment of debt.

During the year ended December 31, 2023, we purchased $64 million in aggregate principal across multiple tranches of debt and recognized a gain on extinguishment of approximately $15 million.

For the year ended December 31, 2023, we repurchased $64 million in aggregate principal across multiple tranches of debt and recognized a gain on extinguishment of approximately $15 million.

See Bank Credit Agreement and STG Notes under Note 6.

Notes Payable and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements .

SINCLAIR, INC.

RESULTS OF OPERATIONS

Other income, net.

For the year ended December 31, 2024, we recognized a $26 million gain related to the sale of certain broadcast related assets and $12 million in interest income.

Tennis Segment

4 unchanged sentences

Distribution revenue $ 203 $ 189 $ 179 7% 6%

Advertising revenue 37 33 29 12% 14%

Other media revenues 2 5 3 (60)% 67%

Core advertising revenue 39 37 33 5% 12%

Other media revenues 5 2 5 n/m (60)%

Media revenues $ 247 $ 228 $ 217 8% 5%

3 unchanged sentences

Depreciation and amortization expenses 21 21 21 —% —%

Corporate general and administrative expenses 2 1 — n/m n/m

Operating income $ 46 $ 50 $ 52 (8)% (4)%

(a) Includes $6 million and $4 million for years ended December 31, 2023 and 2022, respectively, of intercompany expense related to certain advertising services provided by the local media segment, which is eliminated in consolidation.

n/m - not meaningful

(a) Includes $9 million, $6 million, and $4 million for years ended December 31, 2024, 2023, and 2022 , respectively, of intercompany expense related to certain advertising services provided by the local media segment, which is eliminated in consolidation.

Distribution revenue.

Distribution revenue, which is generated through fees received from Distributors for the right to distribute Tennis Channel, increased $10 million in 2023, when compared to the same period in 2022, primarily due to an increase in subscribers as a result of increased carriage that occurred during the second quarter of 2023.

Distribution revenue decreased $13 million in 2022, when compared to the same period in 2021, primarily due to a decrease in subscribers.

Advertising revenue.

Advertising revenue is primarily generated from sales of commercial time within Tennis Channel programming .

Advertising revenue increased $4 million in both 2023 and 2022, when compared to the same periods in 2022 and 2021, respectively, primarily due to an increase in the number of tournaments aired in the current periods versus the prior periods.

Distribution revenue, which represents fees earned from Distributors for the right to distribute Tennis Channel, increased $14 million or 7% in 2024, when compared to the same period in 2023.

Contractual rate increases favorably impacted period-over-period distribution revenue by low double-digit percentages for the year ended December 31, 2024.

The increase in distribution revenue was offset by a decrease in subscribers by low single-digit percentages for 2024.

Core advertising revenue.

Core advertising revenue is primarily generated from sales of commercial time within Tennis Channel programming .

Core advertising revenue increased $2 million in 2024, when compared to the same period in 2023, primarily due to a shift in the 2024 tournament calendar compared to the 2023 tournament calendar.

Media programming and production expenses.

Media programming and production expenses increased $18 million in 2023, when compared to the same period in 2022, primarily due to a $15 million increase in programming, including rights fees, and live production expenses related to various tournaments, which was a result of an increase in the number of tournaments aired in the current period versus the prior period, and a $4 million increase in employee compensation cost.

Media programming and production expenses increased $5 million in 2022, when compared to the same period in 2021, primarily due to a $2 million increase in programming, including rights fees, and live production expenses related to various tournaments, which was a result of an increase in the number of tournaments aired in 2022 versus 2021, and a $1 million increase in employee compensation cost.

Media programming and production expenses increased $10 million in 2024, when compared to the same period in 2023, primarily due to an increase in costs associated with the build-out, launch and marketing of the DTC platform.

Media selling, general and administrative expenses.

Media selling, general and administrative expenses decreased $6 million in 2023, when compared to the same period in 2022, primarily due to a decrease in expenses related to start-up costs associated with our online tennis platforms.

Media selling, general and administrative expenses increased $7 million in 2022, when compared to the same period in 2021, primarily due to a $4 million increase in national sales commissions and a $2 million increase in employee compensation cost.

SINCLAIR, INC.

RESULTS OF OPERATIONS

Local Sports Segment

Our local sports segment reflected the results of the Bally RSNs, Marquee, and a minority interest in the YES Network prior to the Deconsolidation on March 1, 2022.

The Bally RSNs, Marquee, and YES Network own the exclusive rights to air, among other sporting events, the games of professional sports teams in designated local viewing areas.

The following table sets forth our revenue and expenses for our local sports segment for the years ended December 31, 2022, and 2021 (in millions):

Distribution revenue $ 433 $ 2,620

Advertising revenue 44 409

Other media revenue 5 27

Media revenue $ 482 $ 3,056

Operating Expenses:

Media programming and production expenses $ 376 $ 2,793

Media selling, general and administrative expenses (a) 55 297

Depreciation and amortization expenses 54 316

Corporate general and administrative 1 10

Gain on asset dispositions and other, net of impairment — (43)

Operating loss (a) $ (4) $ (317)

Income from equity method investments $ 10 $ 49

Other (expense) income, net $ (3) $ 15

Interest expense including amortization of debt discount and deferred financing costs $ 72 $ 436

(a) Includes $24 million and $109 million for the years ended December 31, 2022 and 2021, respectively, of intercompany expense which is eliminated in consolidation.

The revenue and expense items noted above for the years ended December 31, 2022 and 2021 represent activity prior to the Deconsolidation which occurred on March 1, 2022, thus there is no activity presented for periods subsequent to February 28, 2022.

Media selling, general and administrative expenses increased $12 million in 2024, when compared to the same period in 2023, primarily due to an increase in expenses related to certain services provided by the local media segment, which is eliminated in consolidation, and employee compensation cost.

SINCLAIR, INC.

RESULTS OF OPERATIONS

The following table sets forth our revenue and expenses for our non-broadcast digital and internet solutions, technical services, and non-media investments (collectively, "Other") for the years ended December 31, 2023, 2022, and 2021 (in millions):

Corporate general and administrative expenses.

See explanation under Corporate and Unallocated Expenses.

The following table sets forth our revenue and expenses for our non-broadcast digital and internet solutions, technical sales and services, and non-media investments (collectively, “Other”) for the years ended December 31, 2024, 2023, and 2022 (in millions):

Percent Change

6 unchanged sentences

Non-media expenses (d) $ 48 $ 39 $ 36 23% 8%

Loss (gain) on asset dispositions and other, net of impairments $ 18 $ (12) $ (5) n/m n/m

Operating loss $ (44) $ (9) $ (35) n/m (74)%

Income (loss) from equity method investments $ 31 $ 46 $ (4) (33)% n/m

(Gain) loss on asset dispositions and other, net of impairments $ (2) $ 18 $ (12) n/m n/m

Operating income (loss) $ 4 $ (44) $ (9) n/m n/m

Income from equity method investments $ 121 $ 31 $ 46 n/m (33)%

n/m — not meaningful

1 unchanged sentence

(b) Non-media revenues for the years ended December 31, 2024, 2023, and 2022 include $6 million, $6 million, and $10 million, respectively, of intercompany revenues related to certain services and sales provided to the local media segment, which are eliminated in consolidation.

(c) Media expenses for the years ended December 31, 2023, 2022, and 2021 include $2 million, $7 million, and $1 million, respectively, of intercompany expenses primarily related to certain services provided by the local media segment, which are eliminated in consolidation.

(c) Media expenses for the years ended December 31, 2023 and 2022 include $2 million and $7 million, respectively, of intercompany expenses primarily related to certain services provided by the local media segment, which are eliminated in consolidation.

(d) Non-media expenses for the years ended December 31, 2024, 2023, and 2022 include $3 million, $4 million, and $7 million, respectively, of intercompany expenses related to certain services provided by the local media segment, which are eliminated in consolidation.

Media revenues decreased $23 million during 2023, when compared to the same period in 2022, primarily due to the sale of our Stadium network (Stadium).

Media revenues decreased $19 million during 2022, when compared to the same period in 2021, primarily due to a decrease in advertising revenue.

Non-media revenues decreased $10 million during 2023, when compared to the same period in 2022, primarily due to lower sales within our consolidated real estate investments.

Non-media revenues decreased $14 million during 2022, when compared to the same period in 2021, primarily due to the sale of Triangle Sign & Service, LLC (Triangle) in the second quarter of 2021.

Media revenues increased $5 million during 2024, when compared to the same period in 2023, primarily due to an increase in advertising revenue related to our digital initiatives of $10 million, offset by a decrease in revenue due the sale of the Stadium Network (“Stadium”) of $4 million.

Non-media revenues increased $9 million during 2024, when compared to the same period in 2023, primarily due to an increase in broadcast equipment sales.

Media expenses decreased $14 million during 2024, when compared to the same period in 2023, primarily due to the sale of Stadium.

Media expenses decreased $21 million during 2022, when compared to the same period in 2021, primarily due to our digital businesses.

Non-media expenses increased $3 million during 2023, when compared to the same period in 2022, primarily due to an increase in expenses related to our technical services business.

Non-media expenses decreased $29 million during 2022, when compared to the same period in 2021, primarily due to the sale of Triangle in the second quarter of 2021 and a decrease in expenses related to our technical services business.

Loss (gain) on asset dispositions and other, net of impairments .

During the year ended December 31, 2023, we recognized a loss of $12 million related to the sale of Stadium.

During the year ended December 31, 2022, we recognized a gain of $14 million related to one of our investments.

During the year ended December 31, 2021, we sold our controlling interest in Triangle for $12 million and recognized a gain of $6 million.

Income (loss) from equity method investments.

During the year ended December 31, 2023, we recognized a gain of $33 million related to the sale of two of our real estate investments, which is included in income from equity method investments in our consolidated statements of operations.

During the year ended December 31, 2022, we recognized a gain of $29 million related to the sale of one of our real estate investments, which is included in income from equity method investments in our consolidated statements of operations.

Non-media expenses increased $9 million during 2024, when compared to the same period in 2023, primarily due to an increase in expenses related to our technical services business and an increase in expenses associated with higher broadcast equipment sales.

(Gain) loss on asset dispositions and other, net of impairments .

For the year ended December 31, 2023, we recognized a loss of $12 million related to the sale of Stadium.

Income from equity method investments.

Income from equity method investments increased $90 million during 2024, when compared to the same period in 2023, primarily due to the sale of one of our investments for $93 million, which is included in income from equity method investments in our consolidated statements of operations.

SINCLAIR, INC.

7 unchanged sentences

Loss (gain) on deconsolidation of subsidiary $ — $ 10 $ (3,357) n/m n/m

Other expense, net $ (45) $ (129) $ (14) (65)% n/m

Income tax benefit (provision) $ 358 $ (913) $ 173 n/m n/m

Income tax (provision) benefit $ (76) $ 358 $ (913) n/m n/m

n/m — not meaningful

1 unchanged sentence

The table above and the explanation that follows cover total consolidated corporate general and administrative expenses.

Corporate general and administrative expenses increased by $534 million during 2023, when compared to the same period in 2022, primarily due to a $495 million litigation settlement accrual related to the DSG litigation, an $18 million increase in legal, consulting, and regulatory costs, primarily related to the litigation discussed under Note 13.

Commitments and Contingencies within Sinclair's Consolidated Financial Statements, and a $20 million increase in employee compensation expense.

Corporate general and administrative expenses decreased by $10 million during 2022, when compared to the same period in 2021, primarily due to an $18 million decrease in employee compensation costs related to the reduction-in-force that occurred in the first quarter of 2021, as well as compensation expense savings within the current period as a result of the reduction-in-force, partially offset by an $8 million increase in general insurance expenses related to the cybersecurity incident that occurred in the fourth quarter of 2021.

Gain on deconsolidation of subsidiary.

During the first quarter of 2022, we recorded a gain of $3,357 million related to the Deconsolidation.

Other expense, net.

Other expense, net decreased by $84 million during 2023 and increased $115 million during 2022, when compared to the same periods in 2022 and 2021, respectively, primarily due to changes in the fair value of certain investments recorded at fair value.

Other Assets within Sinclair's C onsolidated Financial Statements for further information.

Income tax benefit (provision).

The 2023 income tax benefit for our pre-tax loss of $637 million resulted in an effective tax rate of 56.3%.

Corporate general and administrative expenses decreased $509 million in 2024, when compared to the same period in 2023, primarily due to a decrease in legal, consulting, and regulatory costs, primarily related to the litigation discussed under Note 12.

Commitments and Contingencies within Sinclair’s Consolidated Financial Statements, most notably the previously disclosed $495 million DSG litigation settlement.

Income tax (provision) benefit.

The 2024 income tax provision for our pre-tax income of $395 million resulted in an effective tax rate of 19.1%.

The increase in the effective tax rate from 2022 to 2023 is primarily due to the 2023 benefit from the release of valuation allowance on deferred tax assets relating to deductibility of interest expense under the Internal Revenue Code ("IRC") Section 163(j).

The 2023 income tax benefit for our pre-tax loss of $637 million resulted in an effective tax rate of 56.3%.

The decrease in the effective tax rate from 2021 to 2022 is primarily due to the 2021 benefit from federal tax credits related to investments in sustainability initiatives.

The decrease in the effective tax rate from 2023 to 2024 is primarily due to the 2023 benefit from the release of valuation allowance on deferred tax assets relating to deductibility of interest expense under the IRC Section 163(j).

As of December 31, 2024, we had a net deferred tax liability of $335 million as compared to a net deferred tax liability of $252 million as of December 31, 2023.

The decrease in net deferred tax liability primarily relates to the 2023 release of valuation allowance on deferred tax assets relating to deductibility of interest expense under the IRC Section 163(j).

The increase in net deferred tax liability primarily relates to changes in tax basis of our investment in DSIH.

As of December 31, 2024, we had $15 million of gross unrecognized tax benefits, all of which, if recognized, would favorably affect our effective tax rate.

As of December 31, 2023, we had $14 million of gross unrecognized tax benefits, all of which, if recognized, would favorably affect our effective tax rate.

We recognized $1 million and $2 million of income tax expense for interest related to uncertain tax positions for the years ended December 31, 2023 and 2022, respectively.

We recognized $1 million of income tax expense for interest related to uncertain tax positions for both of the years ended December 31, 2024 and 2023.

Income Taxes within Sinclair’s Consolidated Financial Statements for further information.

3 unchanged sentences

As of December 31, 2024, SBG had one reportable segment for accounting purposes, local media.

Prior to the Deconsolidation, SBG had one additional reportable segment for accounting purposes, local sports.

Seasonality / Cyclicality

13 unchanged sentences

Depreciation and amortization expenses 231 252 321

Amortization of program contract costs 80 90 93

Amortization of program costs 74 80 90

Non-media expenses 8 24 44

2 unchanged sentences

Gain on asset dispositions and other, net of impairment (18) (2) (64)

Operating (loss) income $ (302) $ 3,980 $ 95

Net (loss) income attributable to SBG $ (257) $ 2,652 $ (414)

A discussion regarding SBG's financial results and operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 and for the year ended December 31, 2022 compared to the year ended December 31, 2021 is presented below.

Operating income (loss) $ 558 $ (302) $ 3,980

Net income (loss) attributable to SBG $ 229 $ (257) $ 2,652

A discussion regarding SBG’s financial results and operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 is presented below.

A discussion regarding SBG’s financial results and operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 can be found under Item 7 of Part II of the 2023 Annual Report, which is available free of charge on the SEC’s website at www.sec.gov and our Investor Relations website at www.sbgi.net/investor-relations.

Local Media Segment

Refer to Local Media Segment above under Sinclair’s Results of Operations for a discussion of SBG’s local media segment, which is the same as Sinclair’s local media segment for all of the years ended December 31, 2024, 2023, and 2022.

Local Sports Segment

Refer to Local Sports Segment above under Sinclair's Results of Operations for a discussion of SBG's local sports segment, which is the same as Sinclair's local sports segment for the years ended December 31, 2022 and 2021.

As of December 31, 2024 the unrestricted subsidiaries (as defined in the Bank Credit Agreement, “Unrestricted Subsidiaries”) represented 0% of SBG’s total assets.

For the year ended December 31, 2024 the Unrestricted Subsidiaries represented 0% of SBG’s total revenues and (1%) of SBG’s total operating income (loss).

As of December 31, 2024 and for the year ended December 31, 2024 there were no restricted subsidiaries that were non-guarantors (as defined in the Bank Credit Agreement) of SBG.

SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS

2 unchanged sentences

Increase / (Decrease)

2023 2022 2021 ‘23 vs.‘22 ‘22 vs.‘21

2023 2022 ‘23 vs.‘22

Distribution revenue $ 76 $ 179 (58)%

Advertising revenue 29 74 93 (61)% (20)%

Core advertising revenue 29 74 (61)%

Other media revenues 3 15 (80)%

4 unchanged sentences

Non-media expenses (d) $ 10 $ 36 (72)%

Loss (gain) on asset dispositions and other, net of impairments $ 13 $ (12) $ (5) n/m n/m

Loss (gain) on asset dispositions and other, net of impairments $ 13 $ (12) n/m

Operating income $ — $ 43 n/m

Income (loss) from equity method investments $ 31 $ 46 $ (4) (33)% n/m

Income from equity method investments $ 31 $ 46 (33)%

n/m — not meaningful

(a) Media revenues for the years ended December 31, 2023, 2022, and 2021 include $3 million, $ 12 million, and $ 35 million, respectively, of intercompany revenues related to certain services and sales provided to the local media segment, which are eliminated in consolidation.

(b) Non-media revenues for the years ended December 31, 2023, 2022, and 2021 include $1 million, $10 million, and $7 million, respectively, of intercompany revenues related to certain services and sales provided to the local media segment, which are eliminated in consolidation.

(c) Media expenses for the years ended December 31, 2023, 2022, and 2021 include $1 million, $11 million, and $1 million, respectively, of intercompany expenses primarily related to certain services provided by the local media segment, which are eliminated in consolidation.

(d) Non-media expenses for the years ended December 31, 2023, 2022, and 2021 include $1 million, $7 million, and $8 million, respectively, of intercompany expenses related to certain services provided by the local media segment, which are eliminated in consolidation.

(a) Media revenues for the years ended December 31, 2023 and 2022 include $3 million and $12 million, respectively, of intercompany revenues related to certain services and sales provided to the local media segment, which are eliminated in consolidation.

(b) Non-media revenues for the years ended December 31, 2023 and 2022 include $1 million and $10 million, respectively, of intercompany revenues related to certain services and sales provided to the local media segment, which are eliminated in consolidation.

(c) Media expenses for the years ended December 31, 2023 and 2022 include $1 million and $11 million, respectively, of intercompany expenses primarily related to certain services provided by the local media segment, which are eliminated in consolidation.

(d) Non-media expenses for the years ended December 31, 2023 and 2022 include $1 million and $7 million, respectively, of intercompany expenses related to certain services provided by the local media segment, which are eliminated in consolidation.

(e) Represents the activity prior to the Reorganization on June 1, 2023.

2 unchanged sentences

Nature of Operations and Summary of Significant Accounting Policies within SBG’s Consolidated Financial Statements .

The decrease in the revenue and expense items noted above for the year ended December 31, 2023, when compared to the same period in the prior year, was primarily due to the results for the twelve months ended December 31, 2023 including only five months of activity due to the Reorganization (the Transferred Assets were moved to Ventures effective June 1, 2023), versus a full period of activity in the prior year period, and therefore the periods are not comparable.

See Company Reorganization under Note 1.

Nature of Operations and Summary of Significant Accounting Policies within SBG's Consolidated Financial Statements.

Media revenues decreased $26 million during 2022, when compared to the same period in 2021, primarily due to a decrease in advertising revenue, partially offset by an increase in distribution revenue related to owned networks.

Non-media revenues decreased $14 million during 2022, when compared to the same period in 2021, primarily due to the sale of Triangle in the second quarter of 2021.

Media expenses decreased $9 million during 2022, when compared to the same period in 2021, primarily due to our digital businesses.

Loss (gain) on asset dispositions and other, net of impairments .

During the year ended December 31, 2023, we recognized a loss of $12 million related to the sale of Stadium.

During the year December 31, 2022, we recognized a gain of $14 million related to one of our investments.

During the year ended December 31, 2021, we sold our controlling interest in Triangle for $ 12 million and recognized a gain of $ 6 million.

SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS

Income (loss) from equity method investments.

Income from equity method investments increased $50 million during 2022, when compared to the same period in 2021, primarily due to a gain on the sale of one of our real estate investments.

Corporate and Unallocated Expenses

5 unchanged sentences

Loss (gain) on deconsolidation of subsidiary $ — $ 10 $ (3,357) n/m n/m

Other expense, net $ (43) $ (129) $ (14) n/m n/m

Income tax benefit (provision) $ 359 $ (913) $ 173 n/m n/m

Income tax (provision) benefit $ (60) $ 359 $ (913) n/m n/m

n/m — not meaningful

1 unchanged sentence

The table above and the explanation that follows cover total consolidated corporate general and administrative expenses.

Corporate general and administrative expenses increased by $494 million during 2023, when compared to the same period in 2022, primarily due to an increase in legal, consulting, and regulatory costs, primarily related to the litigation discussed under Note 12.

Commitments and Contingencies within SBG's Consolidated Financial Statements .

Corporate general and administrative expenses decreased by $10 million during 2022, when compared to the same period in 2021, primarily due to an $18 million decrease in employee compensation costs related to the reduction-in-force that occurred in the first quarter of 2021, partially offset by an $8 million increase in general insurance expenses related to the cybersecurity incident that occurred in the fourth quarter of 2021.

Gain on deconsolidation of subsidiary.

During the first quarter of 2022 we recorded a gain of $3,357 million related to the Deconsolidation.

Other expense, net.

Other expense, net decreased by $86 million during 2023 and increased $115 million during 2022, when compared to the same periods in 2022 and 2021, respectively, primarily due to changes in the fair value of certain investments recorded at fair value.

Other Assets within SBG's C onsolidated Financial Statements for further information.

Income tax benefit (provision).

The 2023 income tax benefit for SBG’s pre-tax loss of $604 million resulted in an effective tax rate of 59.4%.

Corporate general and administrative expenses decreased $531 million in 2024, when compared to the same period in 2023, primarily due to a decrease in legal, consulting, and regulatory costs, primarily related to the litigation discussed under Note 11.

Commitments and Contingencies within SBG’s Consolidated Financial Statements, most notably the previously disclosed $495 million DSG litigation settlement.

SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS

Income tax (provision) benefit .

The 2024 income tax provision for SBG’s pre-tax income of $295 million resulted in an effective tax rate of 20.3%.

The 2023 income tax benefit for SBG’s pre-tax loss of $604 million resulted in an effective tax rate of 59.4%.

The decrease in the effective tax rate from 2021 to 2022 is primarily due to the 2021 benefit from federal tax credits related to investments in sustainability initiatives.

As of December 31, 2024, SBG had a net deferred tax liability of $373 million as compared to a net deferred tax liability of $283 million as of December 31, 2023.

The increase in net deferred tax liability primarily relates to changes in tax basis of SBG’s investment in DSIH.

As of December 31, 2024, SBG had $13 million of gross unrecognized tax benefits, all of which, if recognized, would favorably affect SBG’s effective tax rate.

As of December 31, 2023, SBG had $12 million of gross unrecognized tax benefits, all of which, if recognized, would favorably affect SBG’s effective tax rate.

SBG recognized less than $1 million and $2 million of income tax expense for interest related to uncertain tax positions for the years ended December 31, 2023 and 2022, respectively.

Income Taxes within the SBG's C onsolidated Financial Statements for further information.

SBG recognized $1 million of income tax expense for interest related to uncertain tax positions for both of the years ended December 31, 2024 and 2023.

Income Taxes within SBG’s Consolidated Financial Statements for further information.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2023, Sinclair had net working capital of approximately $372 million, including $662 million in cash and cash equivalent balances and $650 million of available borrowing capacity.

Cash on hand, cash generated by Sinclair's operations, and borrowing capacity under the Bank Credit Agreement are used as Sinclair's primary sources of liquidity.

As of December 31, 2023, SBG had net negative working capital of approximately $1 million, including $319 million in cash and cash equivalent balances and $650 million of available borrowing capacity.

Cash on hand, cash generated by SBG's operations, and borrowing capacity under the Bank Credit Agreement are used as SBG's primary sources of liquidity.

The Bank Credit Agreement includes a financial maintenance covenant, the first lien leverage ratio (as defined in the Bank Credit Agreement), which requires such ratio not to exceed 4.5x, measured as of the end of each fiscal quarter.

As of December 31, 2024, Sinclair had net working capital of approximately $880 million, including $697 million in cash and cash equivalent balances and approximately $650 million of available borrowing capacity.

As of December 31, 2024, cash on hand, cash generated by Sinclair’s operations, and borrowing capacity under the Bank Credit Agreement were used as Sinclair’s primary sources of liquidity.

As of December 31, 2024, SBG had net working capital of approximately $447 million, including $291 million in cash and cash equivalent balances and approximately $650 million of available borrowing capacity.

As of December 31, 2024, cash on hand, cash generated by SBG’s operations, and borrowing capacity under the Bank Credit Agreement were used as SBG’s primary sources of liquidity.

As of December 31, 2024, the Bank Credit Agreement included a financial maintenance covenant, the first lien leverage ratio (as defined in the Bank Credit Agreement), which required such ratio not to exceed 4.5x, measured as of the end of each fiscal quarter.

As of December 31, 2024, the STG first lien leverage ratio was below 4.5x.

Under the Bank Credit Agreement, a financial maintenance covenant is only applicable if 35% or more of the capacity (as a percentage of total commitments) under the revolving credit facility, measured as of the last day of each fiscal quarter, is drawn under the revolving credit facility as of such date.

Under the Bank Credit Agreement, a financial maintenance covenant was only applicable if 35% or more of the capacity (as a percentage of total commitments) under the revolving credit facility, measured as of the last day of each fiscal quarter, was drawn under the revolving credit facility as of such date.

Since there was no utilization under the revolving credit facility as of December 31, 2024, STG was not subject to the financial maintenance covenant under the Bank Credit Agreement.

The Bank Credit Agreement contains other restrictions and covenants with which STG was in compliance as of December 31, 2023.

During the year ended December 31, 2023, STG purchased $30 million aggregate principal amount of the Term Loan B-2 for consideration of $26 million.

The Bank Credit Agreement contained other restrictions and covenants with which STG was in compliance as of December 31, 2024.

In January 2024, STG purchased $27 million aggregate principal amount of the Term Loan B-2 for consideration of $25 million.

During the year ended December 31, 2023, STG purchased $7 million, $15 million, and $13 million aggregate principal amount of the 5.125% Senior Notes due 2027 (the "5.125% Notes"), the 5.500% Senior Notes due 2030 (the "5.500% Notes"), and the 4.125% Senior Secured Notes due 2030 (the "4.125% Notes" and, collectively with the 5.125% Notes and 5.500% Notes, the notes are referred to as the "STG Notes"), respectively, in open market transactions for consideration of $6 million, $8 million, and $8 million, respectively.

The STG Notes acquired during the year ended December 31, 2023 were canceled immediately following their acquisition.

For the year ending December 31, 2025, Sinclair expects capital expenditures to be within the range of $83 million to $86 million, primarily related to station technical, maintenance, and building projects, and SBG expects capital expenditures to be within the range of $81 million to $84 million, primarily related to station technical, maintenance, and building projects.

LIQUIDITY AND CAPITAL RESOURCES

Sinclair and SBG have various contractual obligations which are recorded as liabilities in Sinclair’s and SBG’s consolidated financial statements, such as notes payable, finance leases, and commercial bank financing;

4 unchanged sentences

Industry protocol typically enables us to make payments for television program contracts on a three-month lag, which differs from the contractual timing.

As of December 31, 2023, Sinclair's and SBG's significant contractual obligations include:

As of December 31, 2024, Sinclair’s and SBG’s significant contractual obligations included:

• Total debt of Sinclair, defined as current and long-term notes payable, finance leases, and commercial bank financing, including finance leases of affiliates, of $4,129 million, including current debt, due within the next 12 months, of $38 million.

2 unchanged sentences

Network programming agreements may include variable fee components such as subscriber levels, which in certain circumstances have been estimated and reflected in the previous amounts based on current subscriber amounts.

LIQUIDITY AND CAPITAL RESOURCES

• Total debt of SBG, defined as current and long-term notes payable, finance leases, and commercial bank financing, including finance leases of affiliates, of $4,129 million, including current debt, due within the next 12 months, of $38 million.

8 unchanged sentences

Program Contracts within SBG’s C onsolidated Financial Statements for further information.

Sinclair and SBG anticipate that existing cash and cash equivalents, cash flow from the local media segment's operations, and borrowing capacity under the Bank Credit Agreement will be sufficient to satisfy the local media segment's debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months.

Sinclair anticipates that existing cash and cash equivalents and cash flow from the tennis segment and other's operations will be sufficient to satisfy the tennis segment and other's debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months.

However, certain factors, including but not limited to the war in Ukraine, conflict in the Middle East, and other geopolitical matters, natural disasters, and pandemics, and their resulting effect on the economy, Sinclair's and SBG's advertisers, and Sinclair's and SBG's Distributors and their subscribers, could affect Sinclair's and SBG's liquidity and first lien leverage ratio which could affect Sinclair's and SBG's ability to access the full borrowing capacity under the Bank Credit Agreement.

In addition to the sources described above, Sinclair and SBG may rely upon various sources for long-term liquidity needs, such as but not limited to, the issuance of long-term debt, the issuance of Sinclair equity, for Sinclair only, the issuance of Ventures equity or debt, or other instruments convertible into or exchangeable for Sinclair equity, or the sale of assets.

In February 2025, STG substantially completed a series of financing transactions, including a new money financing and debt recapitalization, which strengthened the Company’s balance sheet and better positioned it for long-term growth.

STG’s nearest term maturity, Term Loan B-2 due 2026, was repaid with proceeds from the issuance of a new first-out first lien secured bond, along with the extension of maturities of other debt tranches, which significantly extended STG’s maturity profile.

Subsequent Events within Sinclair’s C onsolidated Financial Statements and Note 16.

Subsequent Events within SBG’s C onsolidated Financial Statements , for further information.

Sinclair and SBG anticipate that existing cash and cash equivalents, cash flow from the local media segment’s operations, and borrowing capacity under the Amended Credit Agreement and the New Credit Agreement will be sufficient to satisfy the local media segment’s debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months.

Sinclair anticipates that existing cash and cash equivalents and cash flow from SBG, the tennis segment and other’s operations will be sufficient to satisfy SBG’s, the tennis segment and other’s debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months.

However, certain factors, including but not limited to the war in Ukraine, conflict in the Middle East, and other geopolitical matters, natural disasters, and pandemics, and their resulting effect on the economy, Sinclair’s and SBG’s advertisers, and Sinclair’s and SBG’s Distributors and their subscribers, could affect Sinclair’s and SBG’s liquidity and first lien leverage ratio which could affect Sinclair’s and SBG’s ability to access the full borrowing capacity under the New Credit Agreement.

In addition to the sources described above, Sinclair and SBG may rely upon various sources for long-term liquidity needs, such as but not limited to, the issuance of long-term debt (including, for example, an accounts receivable securitization facility), the issuance of Sinclair equity, for Sinclair only, the issuance of Ventures equity or debt, or other instruments convertible into or exchangeable for Sinclair equity, or the sale of assets.

However, there can be no assurance that additional financing or capital or buyers of assets will be available, or that the terms of any transactions will be acceptable or advantageous to Sinclair or SBG.

In January 2024, Sinclair announced that it has agreed, subject to definitive documentation and final court approval, to a global settlement and release of all claims associated with the litigation filed by DSG and DSG’s wholly-owned subsidiary, Diamond Sports Net, LLC, in July 2023.

LIQUIDITY AND CAPITAL RESOURCES

The settlement terms include Sinclair’s cash payment to DSG of $495 million.

The cash payment will be funded by cash on hand at Ventures, STG and/or a loan backed by Ventures.

Under the terms of the settlement, Sinclair will provide transition services to DSG to allow DSG to become a self-standing entity.

Sinclair, Inc.

5 unchanged sentences

Acquisition of property and equipment $ (84) $ (92) $ (105)

Spectrum repack reimbursements 8 4 24

Proceeds from the sale of assets 1 9 43

Deconsolidation of subsidiary cash — — (315)

Purchases of investments (50) (72) (75)

Distributions from investments 206 99 26

Distributions and proceeds from investments 203 206 99

Other, net 8 10 15

6 unchanged sentences

Dividends paid on redeemable subsidiary preferred equity — — (7)

Redemption of redeemable subsidiary preferred equity (190) — —

Repurchase of redeemable subsidiary preferred equity — (190) —

Distributions to noncontrolling interests (12) (13) (12)

Distributions to redeemable noncontrolling interests — — (6)

Other, net (1) (3) (9)

1 unchanged sentence

Operating Activities

Net cash flows from Sinclair's operating activities decreased during the year ended December 31, 2023, when compared to the same period in 2022, primarily related to a decrease in cash collections related to political revenue and a decrease in cash collections from Distributors, as well as the partial period impact related to the Deconsolidation.

Net cash flows from Sinclair's operating activities increased during the year ended December 31, 2022, when compared to the same period in 2021, primarily related to the receipt of income taxes receivable, increased cash collections on accounts receivable associated with increased political advertising revenue, and a partial period of payments for production and overhead costs, distributor rebate payments, and payments for sports rights as a result of the Deconsolidation, partially offset by the partial period of cash collections from Distributors and advertisers as a result of the Deconsolidation.

Net cash flows from Sinclair’s operating activities decreased for the year ended December 31, 2024, when compared to the same period in 2023, primarily due to the payment of the DSG litigation settlement and an increase in production and overhead costs, partially offset by an increase in cash collections related to political revenue and Distributors.

Investing Activities

Net cash flows from Sinclair's investing activities increased during the year ended December 31, 2023, when compared to the same period in 2022, primarily related to the removal of DSIH's cash balance as a result of the Deconsolidation in the first quarter of 2022 and the $193 million A/R Facility principal payment received from DSPV.

Net cash flows used in Sinclair's investing activities increased during the year ended December 31, 2022, when compared to the same period in 2021, primarily related to the removal of DSIH's cash balance as a result of the Deconsolidation, partially offset by increased distributions from investments and decreased purchases of investments.

LIQUIDITY AND CAPITAL RESOURCES

Net cash flows from Sinclair’s investing activities increased for the year ended December 31, 2024, when compared to the same period in 2023, primarily due to a decrease in the purchase of investments in the current period.

Financing Activities

Net cash flows used in Sinclair's financing activities increased during the year ended December 31, 2023, when compared to the same period in 2022, primarily related to the repurchase of the Redeemable Subsidiary Preferred Equity and an increase in the repurchase of outstanding Common Stock, partially offset by a decrease in the net repayment of debt (repayments less proceeds).

Net cash flows used in Sinclair's financing activities decreased during the year ended December 31, 2022, when compared to the same period in 2021, primarily related to the proceeds from the STG Term Loan B-4 issuance, partially offset by the repurchase of Class A Common Stock during 2022, the redemption of STG's Term Loan B-1, the redemption of the STG 5.875% Notes, and the partial redemption of the STG 5.125% Notes.

Net cash flows used in Sinclair’s financing activities decreased for the year ended December 31, 2024, when compared to the same period in 2023, primarily due to the repurchase of outstanding Common Stock and the redeemable subsidiary preferred equity in the prior period and a decrease in the repayment of debt in the current period.

LIQUIDITY AND CAPITAL RESOURCES

Sinclair Broadcast Group, LLC Sources and Uses of Cash

2 unchanged sentences

Net cash flows from operating activities $ 71 $ 260 $ 799

Cash flow from (used in) investing activities:

Cash flows (used in) from investing activities:

Acquisition of property and equipment $ (80) $ (90) $ (105)

Spectrum repack reimbursements 8 4 24

Proceeds from the sale of assets — 9 43

Deconsolidation of subsidiary cash — — (315)

Purchases of investments (4) (39) (75)

Distributions from investments 204 99 26

Distributions and proceeds from investments 43 204 99

Other, net 3 9 15

Net cash flows from (used in) investing activities $ 84 $ (381) $ (246)

Net cash flows (used in) from investing activities $ (38) $ 84 $ (381)

Cash flows used in financing activities:

4 unchanged sentences

Dividends paid on redeemable subsidiary preferred equity — — (7)

Redemption of redeemable subsidiary preferred equity (190) — —

Distribution to member (448) — —

Repurchase of redeemable subsidiary preferred equity — (190) —

Contributions from (distribution to) member, net 10 (448) —

Distributions to noncontrolling interests (10) (12) (12)

Distributions to redeemable noncontrolling interests — — (6)

Other, net — (3) (9)

1 unchanged sentence

Operating Activities

Net cash flows from SBG's operating activities decreased during the year ended December 31, 2023, when compared to the same period in 2022, primarily related to a decrease in cash collections related to political revenue and a decrease in cash collections from Distributors, as well as the partial period impact related to the Deconsolidation and Reorganization.

Net cash flows from SBG's operating activities increased during the year ended December 31, 2022, when compared to the same period in 2021, primarily related to the receipt of income taxes receivable, increased cash collections on accounts receivable associated with increased political advertising revenue, and a partial period of payments for production and overhead costs, distributor rebate payments, and payments for sports rights as a result of the Deconsolidation, partially offset by the partial period of cash collections from Distributors and advertisers as a result of the Deconsolidation.

LIQUIDITY AND CAPITAL RESOURCES

Net cash flows from SBG’s operating activities decreased for the year ended December 31, 2024, when compared to the same period in 2023, primarily due to the payment of the DSG litigation settlement and an increase in production and overhead costs, partially offset by an increase in cash collections related to political revenue and Distributors, as well as the impact of the Reorganization, as discussed in Company Reorganization under Note 1.

Nature of Operations and Summary of Significant Accounting Policies within SBG’s Consolidated Financial Statements .

Investing Activities

Net cash flows from SBG's investing activities increased during the year ended December 31, 2023, when compared to the same period in 2022, primarily related to the removal of DSIH's cash balance as a result of the Deconsolidation in the first quarter of 2022;

the $193 million A/R Facility principal payment received from DSPV;

a decrease in the purchases of investments during the year ended December 31, 2023, as a result of the Reorganization;

and the partial period impact related to the Reorganization.

Net cash flows used in SBG's investing activities increased during the year ended December 31, 2022, when compared to the same period in 2021, primarily related to the removal of DSIH's cash balance as a result of the Deconsolidation, partially offset by increased distributions from investments and decreased purchases of investments.

Net cash flows used in SBG’s investing activities increased for the year ended December 31, 2024, when compared to the same period in 2023, primarily due to the $193 million A/R Facility principal payment received from Diamond Sports Finance SPV, LLC in the prior period, offset by a decrease in the purchases of investments in the current period, as a result of the Reorganization, as discussed in Company Reorganization under Note 1.

Nature of Operations and Summary of Significant Accounting Policies within SBG’s Consolidated Financial Statements , and a decrease in the acquisition of property and equipment in the current period.

Financing Activities

Net cash flows used in SBG's financing activities increased during the year ended December 31, 2023, when compared to the same period in 2022, primarily related to the repurchase of the Redeemable Subsidiary Preferred Equity;

an increase in the repurchase of outstanding Old Sinclair Common Stock, prior to the Reorganization;

the one-time distribution to member at the time of the Reorganization of $360 million;

and the partial period impact related to the Reorganization, partially offset by a decrease in the net repayment of debt (repayments less proceeds).

Net cash flows used in SBG's financing activities decreased during the year ended December 31, 2022, when compared to the same period in 2021, primarily related to the proceeds from the STG Term Loan B-4 issuance, partially offset by the repurchase of Class A Common Stock during 2022, the redemption of STG's Term Loan B-1, the redemption of the STG 5.875% Notes, and the partial redemption of the STG 5.125% Notes.

Net cash flows used in SBG’s financing activities decreased for the year ended December 31, 2024, when compared to the same period in 2023, primarily due to a decrease in the repayment of debt in the current period and an increase in net contributions from member in the current period, as a result of the Reorganization, as discussed in Company Reorganization under Note 1.

Nature of Operations and Summary of Significant Accounting Policies within SBG’s Consolidated Financial Statements, and the repurchase of outstanding Old Sinclair Common Stock, dividends paid on Old Sinclair Class A and Class B Common Stock, and the repurchase of the redeemable subsidiary preferred equity in the prior period.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis