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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-29 · 854 added, 940 removed, 2282 unchanged (44% of the section changed)

15 unchanged sentences

Based on Sinclair’s and SBG’s assessment, Sinclair’s and SBG’s management has concluded that, as of December 31, 2024, Sinclair’s and SBG’s internal control over financial reporting was effective based on those criteria.

The effectiveness of Sinclair's and SBG's internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

The effectiveness of Sinclair’s and SBG’s internal control over financial reporting as of December 31, 2024 have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their reports which are included herein.

Changes in Internal Control over Financial Reporting

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During the three months ended December 31, 2024, none of Sinclair’s or SBG’s directors, managers, or officers, as applicable, adopted or terminated any contract, instruction, or written plan for the purchase or sale of Sinclair’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

On February 27, 2024, the Board of Managers of SBG was reconstituted such that the members of the Board of Managers of SBG comprise the same individuals as the members of the Board of Directors of Sinclair.

As a result, Jason B.

Pappas and Steven M.

Marks are no longer members of the Board of Managers of SBG and Laurie R.

Beyer, Benjamin S.

Carson, Sr., Howard E.

Friedman, Daniel C.

Keith, Benson E.

Legg, and Robert E.

Smith were added to the Board of Managers of SBG.

Annual Incentive Plan

On February 25, 2025, the Board adopted the Sinclair, Inc.

Annual Incentive Plan (the “Plan”).

The Plan is a cash-based incentive program which is intended to provide awards to certain employees of the Company to motivate them to perform to the best of their abilities and achieve the Company’s objectives.

The Compensation Committee is responsible for administering the Plan and, in its sole discretion, will provide eligible participants, including any executive, officer, key employee or other Committee-designated employee of the Company or of an affiliate, the opportunity to earn specific cash bonuses for a given performance period.

Performance periods are determined by the Compensation Committee and may be divided into one or more shorter periods.

As an example, the Compensation Committee may desire to measure some performance criteria over a twelve- month period and other criteria over a three-month period.

The Compensation Committee, in its sole discretion, will select the eligible participants for any performance period and an employee who is a participant for a given performance period in no way is guaranteed or assured of being selected for participation in any subsequent performance period or periods.

Under the Plan, the Compensation Committee will establish a target award, at 100% target level of achievement, for each participant, which may be a percentage of a participant’s annual base salary as of the beginning or end of the performance period or a fixed dollar amount.

Furthermore, the Compensation Committee will, in its sole discretion, determine the performance goals applicable to any target award from the criteria set forth in the Plan, including, by way of example only, unlevered free cash flow, stock price and relative total stockholder return.

These performance goals may include threshold levels of performance below which no actual award will be paid, levels of performance at which specified percentages of the target award will be paid and may also include a maximum level of performance above which no additional actual award amount will be paid.

The Compensation Committee may, in its sole discretion, increase, reduce, or eliminate a participant’s actual award.

Each actual award under the Plan will be paid in cash (or its equivalent).

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item will be included in Sinclair's Proxy Statement for Sinclair's 2024 Annual Meeting of Stockholders under the captions, "Directors, Executive Officers and Key Employees," "Delinquent Section 16(a) Reports," "Code of Business Conduct and Ethics" and "Corporate Governance," as applicable, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2023 and is incorporated by reference in this report.

The information required by this Item will be included in Sinclair’s Proxy Statement for Sinclair’s 2025 Annual Meeting of Stockholders under the captions, “Directors, Executive Officers and Key Employees,” “Delinquent Section 16(a) Reports,” “Code of Business Conduct and Ethics,” “Corporate Governance,” and “Related Person Transactions,” as applicable, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2024 and is incorporated by reference in this report.

EXECUTIVE COMPENSATION

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Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021

Consolidated Statements of Equity (Deficit) and Redeemable Noncontrolling Interests for the Years Ended December 31, 2023, 2022, and 2021

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statement of Equity for the Year Ended December 31, 2024 and Consolidated Statements of Equity (Deficit) and Redeemable Noncontrolling Interests for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022

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Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021

Consolidated Statement of Member's Equity (Deficit) and Redeemable Noncontrolling Interests for the Year Ended December 31, 2023 and Consolidated Statements of Equity (Deficit) and Redeemable Noncontrolling Interests for the Years Ended December 31, 2022 and 2021

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statement of Member's Deficit for the Year Ended December 31, 2024, Consolidated Statement of Member's Equity (Deficit) and Redeemable Noncontrolling Interests for the Year Ended December 31, 2023, and Consolidated Statement of (Deficit) Equity and Redeemable Noncontrolling Interests for the Year Ended December 31, 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022

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(Incorporated by reference from Exhibit 3.3 to Registrant’s Current Report on Form 8-K filed on June 1, 2023.)

EXHIBIT DESCRIPTION

3.4 Articles of Conversion of Sinclair Broadcast Group, Inc.

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(Incorporated by reference from Exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q filed on August 9, 2023.)

EXHIBIT DESCRIPTION

3.5 Articles of Organization of Sinclair Broadcast Group, LLC dated June 1, 2023.

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4.4 Description of Sinclair, Inc.'s Class A Common Stock.

(Incorporated by reference from Exhibit 4.4 to Sinclair, Inc.’s Annual Report on Form 10-K filed February 29.

10.1* Sinclair, Inc.

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10.2* Form of Restricted Stock Award Agreement - March 2024 Grants.

(Incorporated by reference from Exhibit 10.1 to Old Sinclair's Quarterly Report on Form 10-Q filed on May 10, 2023.)

(Incorporated by reference from Exhibit 10.1 to Sinclair, Inc.’s Quarterly Report on Form 10-Q filed on May 10, 2024.)

10.3* Form of Stock Appreciation Rights Agreement - March 2024 Grants.

(Incorporated by reference from Exhibit 10.2 to Old Sinclair's Quarterly Report on Form 10-Q filed on May 10, 2023.)

(Incorporated by reference from Exhibit 10.2 to Sinclair.

Inc.’s Quarterly Report on Form 10-Q filed on May 10, 2024.)

10.4* Employment Agreement by and between Sinclair Broadcast Group, LLC (formerly Sinclair Broadcast Group, Inc.) and Frederick G.

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(Incorporated by reference from Exhibit 10.1 to Old Sinclair’s Quarterly Report on Form 10-Q filed November 13, 1998.)

10.6* Amended and Restated Employment Agreement by and between Sinclair Broadcast Group, LLC (formerly Sinclair Broadcast Group, Inc.) and Christopher Ripley dated August 23, 2017.

(Incorporated by reference from Exhibit 10.1 to Old Sinclair's Quarterly Report on Form 10-Q filed on November 8, 2017.)

10.6* Second Amended and Restated Employment Agreement Sinclair, Inc, Sinclair, Broadcast Group LLC, and Christopher Ripley dated August 8, 2024.

(Incorporated by reference from Exhibit 10.1 to Sinclair, Inc.’s Quarterly Report on Form 10-Q filed on November 8, 2024.)

10.7* Amended and Restated Employment Agreement by and between Sinclair Broadcast Group, LLC (formerly Sinclair Broadcast Group, Inc.) and Lucy Rutishauser dated August 28, 2017.

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(Incorporated by reference from Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q filed on August 9, 2023.)

10.10* Employment Agreement by and between Sinclair, Inc., Sinclair Broadcast Group, LLC, and David B.

Gibber dated March 27, 2024.

(Incorporated by reference from Exhibit 10.3 to Sinclair, Inc.’s Quarterly Report on Form 10-Q Filed on May 10, 2024.)

10.11 Amended and Restated Lease dated as of February 8, 2010 between Gerstell Development Limited Partnership and Sinclair Media I, Inc.

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(Incorporated by reference from Exhibit 10.26 to Old Sinclair’s Annual Report on Form 10-K filed March 5, 2010.)

EXHIBIT DESCRIPTION

10.14 Amended and Restated Lease dated as of February 8, 2010 between Keyser Investment Group, Inc.

8 unchanged sentences

and Sinclair Communications LLC.

EXHIBIT DESCRIPTION

(Incorporated by reference from Exhibit 10.15 to Sinclair, Inc.’s Annual Report on Form 10-K filed on February 29, 2024.)

10.17 Amendment of Lease dated as of March 28, 2008 by and between Beaver Dam Limited Liability Company and Sinclair Broadcast Group, LLC (formerly Sinclair Broadcast Group, Inc.).

1 unchanged sentence

10.18 Professional Services Agreement dated as of March 2, 2022 by and between Executive Flight Solutions, LLC and Sinclair Broadcast Group, LLC (formerly Sinclair Broadcast Group, Inc.).

(Incorporated by reference from Exhibit 10.17 to Sinclair, Inc.’s Annual Report on Form 10-K filed on February 29, 2024.)

10.19 Seventh Amended and Restated Credit Agreement, dated as of August 23, 2019, by and among Sinclair Broadcast Group, LLC (formerly Sinclair Broadcast Group, Inc.), Sinclair Television Group, Inc., the guarantors party thereto, JP Morgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto.

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10.23 Fourth Amendment, dated as of April 21, 2022, to the Seventh Amended and Restated Credit Agreement by and among Sinclair Television Group, Inc., Sinclair Broadcast Group, LLC (formerly Sinclair Broadcast Group, Inc.), the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as the administrative agent and collateral agent (incorporated by reference from Exhibit 10.1 to Old Sinclair’s Current Report on Form 8-K filed on April 21, 2022).

10.23 Amended and Restated Loan and Security Agreement, dated as of June 25, 2021, by and among Diamond Sports Finance SPV, LLC, Fox Sports Net, LLC, Credit Suisse AG, New York Branch, as administrative agent, Wilmington Trust, National Association, as collateral agent, paying agent and account bank, and the lenders party thereto.

(Incorporated by reference from Exhibit 10.1 to Old Sinclair's Quarterly Report on Form 10-Q filed on November 9, 2021.)

10.24 First Amendment to Loan and Security Agreement, dated as of September 15, 2021, by and among Diamond Sports Finance SPV, LLC, Diamond Sports Net, LLC (f/k/a Fox Sports Net, LLC), Credit Suisse AG, New York Branch, as administrative agent, Wilmington Trust, National Association, as collateral agent, paying agent and account bank, and the lenders party thereto.

(Incorporated by reference from Exhibit 10.2 to Old Sinclair's Quarterly Report on Form 10-Q filed on November 9, 2021.)

10.25 Assignment and Acceptance Agreement, dated as of November 5, 2021, by and between Credit Suisse AG, Cayman Islands Branch, as assignor, and Sinclair Broadcast Group, LLC (formerly Sinclair Broadcast Group, Inc.), as assignee, and accepted by Credit Suisse AG, New York Branch, as administrative agent and Diamond Sports Finance SPV, LLC, as borrower.

(Incorporated by reference from Exhibit 10.3 to Old Sinclair's Quarterly Report on Form 10-Q filed on November 9, 2021.)

10.26 Omnibus Amendment to Amended and Restated Loan Agreement & Purchase Agreement, dated as of November 5, 2021, by and among Diamond Sports Finance SPV, LLC, Diamond Sports Net, LLC (f/k/a Fox Sports Net, LLC), Sinclair Broadcast Group, LLC (formerly Sinclair Broadcast Group, Inc.), as administrative agent and lender, Wilmington Trust, National Association, as collateral agent, paying agent and account bank, and certain persons identified therein as originators.

(Incorporated by reference from Exhibit 10.3 to Old Sinclair's Quarterly Report on Form 10-Q filed on November 9, 2021.)

10.24 Omnibus Assignment, Assumption and Amendment Agreement, by and between Old Sinclair and New Sinclair, effective as of June 1, 2023.

(Incorporated by reference from Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on June 1, 2023.)

19† Sinclair, Inc.

Policy Memorandum Concerning Securities Trading (as amended effective June 1, 2023).

21† Significant Subsidiaries of Sinclair and SBG.

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Rutishauser, as Chief Financial Officer of Sinclair, Inc., pursuant to § 302 of the Sarbanes-Oxley Act of 2002 (15 U.S.C.

EXHIBIT DESCRIPTION

31.3 Certification by Christopher S.

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Rutishauser, as Chief Financial Officer of Sinclair, Inc., pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.

EXHIBIT DESCRIPTION

32.3‡ Certification by Christopher S.

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Incentive-Based Compensation Clawback Policy, effective as of October 2, 2023.

(Incorporated by reference from Exhibit 97.1 to Sinclair, Inc.’s Annual Report on Form 10-K filed on February 29, 2024.)

99.1 Stockholders’ Agreement dated as of June 1, 2023 by and among the Smith Brothers.

46 unchanged sentences

Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Comprehensive ( Loss) Income for the Years Ended December 31, 2023, 2022, and 2021

Consolidated Statements of Equity (Deficit) and Redeemable Noncontrolling Interests for the Years Ended December 31, 2023, 2022, and 2021

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022

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Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Sinclair, Inc.

and its subsidiaries (the "Company") as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive (loss) income, equity (deficit) and redeemable noncontrolling interests and cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the "consolidated financial statements").

We have audited the accompanying consolidated balance sheets of Sinclair, Inc and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, of comprehensive income (loss), and of cash flows for each of the three years in the period ended December 31, 2024, of equity for the year ended December 31, 2024, of equity and redeemable noncontrolling interests for the year ended December 31, 2023, and of (deficit) equity and redeemable noncontrolling interests for the year ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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Total assets (a) $ 5,885 $ 6,085

LIABILITIES , REDEEMABLE NON-CONTROLLING INTERESTS, AND EQUITY

LIABILITIES AND EQUITY

Current Liabilities:

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Commitments and contingencies (See Note 12 )

Redeemable noncontrolling interests — 194

Shareholders’ equity:

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Additional paid-in capital 570 517

(Accumulated deficit) retained earnings ( 234 ) 122

Retained earnings (accumulated deficit) 10 ( 234 )

Accumulated other comprehensive income 2 1

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Total equity 516 221

Total liabilities, redeemable noncontrolling interests, and equity $ 6,085 $ 6,704

Total liabilities and equity $ 5,885 $ 6,085

The accompanying notes are an integral part of these consolidated financial statements.

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Media selling, general and administrative expenses 794 747 812

Amortization of program contract costs 80 90 93

Amortization of program costs 74 80 90

Non-media expenses 53 49 44

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

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

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

Total operating expenses (gains) 2,997 3,465 ( 52 )

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

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

OTHER INCOME (EXPENSE):

Interest expense including amortization of debt discount and deferred financing costs ( 304 ) ( 305 ) ( 296 )

Gain (loss) on extinguishment of debt 15 3 ( 7 )

Gain on extinguishment of debt 1 15 3

Income from equity method investments 118 29 56

Other expense, net ( 45 ) ( 129 ) ( 14 )

Other income (expense), net 29 ( 45 ) ( 129 )

Total other expense, net ( 156 ) ( 306 ) ( 366 )

(Loss) income before income taxes ( 637 ) 3,614 ( 499 )

INCOME TAX BENEFIT (PROVISION) 358 ( 913 ) 173

NET (LOSS) INCOME ( 279 ) 2,701 ( 326 )

Income (loss) before income taxes 395 ( 637 ) 3,614

INCOME TAX (PROVISION) BENEFIT ( 76 ) 358 ( 913 )

NET INCOME (LOSS) 319 ( 279 ) 2,701

Net loss (income) attributable to the redeemable noncontrolling interests — 4 ( 20 )

Net income attributable to the noncontrolling interests ( 9 ) ( 16 ) ( 29 )

NET (LOSS) INCOME ATTRIBUTABLE TO SINCLAIR $ ( 291 ) $ 2,652 $ ( 414 )

NET INCOME (LOSS) ATTRIBUTABLE TO SINCLAIR $ 310 $ ( 291 ) $ 2,652

EARNINGS PER COMMON SHARE ATTRIBUTABLE TO SINCLAIR:

Basic (loss) earnings per share $ ( 4.46 ) $ 37.54 $ ( 5.51 )

Diluted (loss) earnings per share $ ( 4.46 ) $ 37.54 $ ( 5.51 )

Basic earnings (loss) per share $ 4.72 $ ( 4.46 ) $ 37.54

Diluted earnings (loss) per share $ 4.69 $ ( 4.46 ) $ 37.54

Basic weighted average common shares outstanding (in thousands) 65,782 65,125 70,653

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SINCLAIR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023, AND 2022

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2024 2023 2022

Net (loss) income $ ( 279 ) $ 2,701 $ ( 326 )

Net income (loss) $ 319 $ ( 279 ) $ 2,701

Unrealized gain on interest rate swap, net of taxes 1 — —

Adjustments to post-retirement obligations, net of taxes — — 3

Share of other comprehensive gain of equity method investments — — 3

Comprehensive (loss) income ( 279 ) 2,707 ( 318 )

Comprehensive income (loss) 320 ( 279 ) 2,707

Comprehensive loss (income) attributable to redeemable noncontrolling interests — 4 ( 20 )

Comprehensive income attributable to noncontrolling interests ( 9 ) ( 16 ) ( 29 )

Comprehensive (loss) income attributable to Sinclair $ ( 291 ) $ 2,658 $ ( 406 )

Comprehensive income (loss) attributable to Sinclair $ 311 $ ( 291 ) $ 2,658

The accompanying notes are an integral part of these consolidated financial statements.

SINCLAIR, INC.

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) AND REDEEMABLE NONCONTROLLING INTERESTS

FOR THE YEARS ENDED DECEMBER 31, 2023, 2022, AND 2021

CONSOLIDATED STATEMENT OF (DEFICIT) EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

FOR THE YEAR ENDED DECEMBER 31, 2022

(In millions, except share data)

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Common Stock Additional

Capital Accumulated Deficit Accumulated

Capital (Accumulated Deficit) Retained Earnings Accumulated

Comprehensive

Loss Noncontrolling

Interests Total Deficit

(Loss) Income Noncontrolling

Interests Total (Deficit) Equity

Shares Values Shares Values

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— — — — — — ( 70 ) — — ( 70 )

Class B Common Stock converted into Class A Common Stock — 952,626 — ( 952,626 ) — — — — — —

Repurchases of Class A Common Stock — ( 4,850,398 ) — — — ( 120 ) — — — ( 120 )

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Other comprehensive income — — — — — — — 6 — 6

Net income (loss) 18 — — — — — ( 414 ) — 70 ( 344 )

Deconsolidation of subsidiary ( 16 ) — — — — — — ( 3 ) ( 148 ) ( 151 )

Net income 20 — — — — — 2,652 — 29 2,681

BALANCE, December 31, 2022 $ 194 45,847,879 $ 1 23,775,056 $ — $ 624 $ 122 $ 1 $ ( 67 ) $ 681

1 unchanged sentence

SINCLAIR, INC.

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) AND REDEEMABLE NONCONTROLLING INTERESTS

FOR THE YEARS ENDED DECEMBER 31, 2023, 2022, AND 2021

CONSOLIDATED STATEMENT OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

FOR THE YEAR ENDED DECEMBER 31, 2023

(In millions, except share data)

Sinclair Shareholders

Redeemable Noncontrolling Interest Class A

Noncontrolling

Interests Class A

Common Stock Class B

Common Stock Additional

Capital (Accumulated

Deficit) Retained Earnings Accumulated

Capital Retained Earnings (Accumulated Deficit) Accumulated

Comprehensive

(Loss) Income Noncontrolling

Interests Total (Deficit) Equity

Income Noncontrolling

Interests Total Equity

Shares Values Shares Values

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Distributions to noncontrolling interests, net — — — — — — — — ( 13 ) ( 13 )

Other comprehensive income — — — — — — — 6 — 6

Deconsolidation of subsidiary ( 16 ) — — — — — — ( 3 ) ( 148 ) ( 151 )

Net income 20 — — — — — 2,652 — 29 2,681

Redemption, net ( 190 ) — — — — — — — — —

Net (loss) income ( 4 ) — — — — — ( 291 ) — 16 ( 275 )

BALANCE, December 31, 2023 $ — 39,737,682 $ 1 23,775,056 $ — $ 517 $ ( 234 ) $ 1 $ ( 64 ) $ 221

1 unchanged sentence

SINCLAIR, INC.

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) AND REDEEMABLE NONCONTROLLING INTERESTS

FOR THE YEARS ENDED DECEMBER 31, 2023, 2022, AND 2021

CONSOLIDATED STATEMENT OF EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2024

(In millions, except share data)

Sinclair Shareholders

Redeemable Noncontrolling Interests Class A

Common Stock Class B

Common Stock Additional

Capital Retained Earnings (Accumulated Deficit) Accumulated

Comprehensive Income Noncontrolling

Capital (Accumulated Deficit) Retained Earnings Accumulated

Comprehensive

Income Noncontrolling

Interests Total

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— — — — — ( 66 ) — — ( 66 )

Repurchases of Class A Common Stock — ( 8,785,022 ) — — — ( 153 ) — — — ( 153 )

Class A Common Stock issued pursuant to employee benefit plans 2,904,444 — — — 53 — — — 53

Distributions to noncontrolling interests, net — — — — — — — ( 12 ) ( 12 )

Redemption, net ( 190 ) — — — — — — — — —

Net (loss) income ( 4 ) — — — — — ( 291 ) — 16 ( 275 )

Other comprehensive income — — — — — — 1 — 1

Net income — — — — — 310 — 9 319

BALANCE, December 31, 2024 42,642,126 $ 1 23,775,056 $ — $ 570 $ 10 $ 2 $ ( 67 ) $ 516

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income $ ( 279 ) $ 2,701 $ ( 326 )

Adjustments to reconcile net (loss) income to net cash flows from operating activities:

Net income (loss) $ 319 $ ( 279 ) $ 2,701

Adjustments to reconcile net income (loss) to net cash flows from operating activities:

Amortization of sports programming rights — — 326

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Depreciation of property and equipment 101 105 100

Amortization of program contract costs 80 90 93

Amortization of program costs 74 80 90

Stock-based compensation 51 45 50

Deferred tax (benefit) provision ( 358 ) 906 ( 92 )

Loss (gain) on asset dispositions and other, net of impairment 3 ( 11 ) ( 69 )

Deferred tax provision (benefit) 82 ( 358 ) 906

(Gain) loss on asset dispositions and other, net of impairment ( 16 ) 3 ( 11 )

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

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Rebate payments to distributors — — ( 15 )

(Gain) loss on extinguishment of debt ( 15 ) ( 3 ) 7

Gain on extinguishment of debt ( 1 ) ( 15 ) ( 3 )

Changes in assets and liabilities, net of acquisitions and deconsolidation of subsidiary:

(Increase) decrease in accounts receivable ( 28 ) ( 8 ) 20

Increase in prepaid expenses and other current assets ( 32 ) ( 96 ) ( 86 )

Increase (decrease) in accounts payable and accrued and other current liabilities 512 ( 14 ) 113

Decrease (increase) in prepaid expenses and other current assets 33 ( 32 ) ( 96 )

(Decrease) increase in accounts payable and accrued and other current liabilities ( 495 ) 512 ( 14 )

Net change in current and long-term net income taxes payable/receivable

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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

8 unchanged sentences

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

Distributions to redeemable noncontrolling interests — — ( 6 )

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

Net cash flows used in financing activities ( 140 ) ( 509 ) ( 353 )

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 222 ) 65 ( 443 )

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 35 ( 222 ) 65

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of year 662 884 819

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Sinclair, Inc.

("Sinclair") is 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 (as defined below in Deconsolidation of Diamond Sports Intermediate Holdings LLC ), 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 professional sports.

(“Sinclair”) is 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 companies 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 companies 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.

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local media and tennis.

Prior to the Deconsolidation (as defined below in Deconsolidation of Diamond Sports Intermediate Holdings LLC ), we had one additional reportable segment, local sports.

The local media segment consists primarily of our 185 broadcast television stations in 86 markets, which we own, provide programming and operating services pursuant to LMAs, or provide sales services and other non-programming operating services pursuant to other outsourcing agreements, such as JSAs and SSAs.

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Tennis Channel International streaming service;

Tennis Channel Plus streaming service;

T2 FAST, a 24-hours a day free ad-supported streaming television channel;

Tennis Channel streaming service;

T2 FAST, a 24-hour a day free ad-supported streaming television channel;

and Tennis.com.

The local sports segment consisted primarily of the Bally Sports network brands ("Bally RSNs"), the Marquee Sports Network ("Marquee") joint venture, and a minority equity interest in the Yankee Entertainment and Sports Network, LLC ("YES Network") through February 28, 2022.

On March 1, 2022, the Bally RSNs, Marquee, and YES Network were deconsolidated from our financial statements.

See Deconsolidation of Diamond Sports Intermediate Holdings LLC below.

Through February 28, 2022, we refer to the Bally RSNs and Marquee as "the RSNs." The RSNs and YES Network own the exclusive rights to air, among other sporting events, the games of professional sports teams in designated local viewing areas.

Prior to the Deconsolidation on March 1, 2022 (as defined below in Deconsolidation of Diamond Sports Intermediate Holdings LLC ), we had one additional reportable segment, local sports.

This segment consisted of regional sports networks (“RSNs”) which owned the exclusive rights to air, among other sporting events, the games of professional sports teams in designated local viewing areas.

Principles of Consolidation

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On April 3, 2023, the company formerly known as Sinclair Broadcast Group, Inc., a Maryland corporation (“Old Sinclair”), entered into an Agreement of Share Exchange and Plan of Reorganization (the “Share Exchange Agreement”) with Sinclair, and Sinclair Holdings, LLC, a Maryland limited liability company (“Sinclair Holdings”).

The purpose of the transactions contemplated by the Share Exchange Agreement was to effect a holding company reorganization in which Sinclair would become the publicly-traded parent company of Old Sinclair.

The purpose of the transactions contemplated by the Share Exchange Agreement was to affect a holding company reorganization in which Sinclair would become the publicly-traded parent company of Old Sinclair.

SINCLAIR, INC.

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Sinclair’s Board of Directors, including its committees, and senior management team immediately after the Share Exchange were the same as Old Sinclair’s immediately before the Share Exchange.

The Reorganization is considered transactions between entities under common control and as SBG and Ventures are both subsidiaries of Sinclair, there was no impact on the consolidated financial statements of Sinclair.

The Reorganization is considered a transaction between entities under common control and as SBG and Ventures are both subsidiaries of Sinclair, there was no impact on the consolidated financial statements of Sinclair.

Deconsolidation of Diamond Sports Intermediate Holdings LLC

On March 1, 2022, Old Sinclair's subsidiary Diamond Sports Intermediate Holdings, LLC, and certain of its subsidiaries (collectively "DSIH") completed a series of transactions (the "Transaction").

As part of the Transaction, the governance structure of DSIH was modified including changes to the composition of its Board of Managers, resulting in the Company's loss of voting control.

On March 1, 2022, Old Sinclair’s subsidiary Diamond Sports Intermediate Holdings, LLC, and certain of its subsidiaries (collectively “DSIH”) completed a series of transactions (the “DSIH Transaction”).

As part of the DSIH Transaction, the governance structure of DSIH was modified including changes to the composition of its Board of Managers, resulting in the Company’s loss of voting control.

As a result, DSIH, whose operations represented the entirety of our local sports segment, was deconsolidated from our consolidated financial statements effective as of March 1, 2022 (the “Deconsolidation”).

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Upon Deconsolidation, we recognized a gain before income taxes of approximately $ 3,357 million, which is recorded within gain on deconsolidation of subsidiary in our consolidated statements of operations for the year ended December 31, 2022.

During the year ended December 31, 2023, we recorded an adjustment to the deconsolidation gain of $ 10 million.

Subsequent to the Deconsolidation, our equity ownership interest in DSIH is accounted for under the equity method of accounting.

Other Assets for more information.

For the year ended December 31, 2023, we recorded an adjustment to the deconsolidation gain of $ 10 million.

Use of Estimates

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ASU 2021-08 requires that an acquiring entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the contracts.

The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

The guidance was effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

We adopted this guidance during the first quarter of 2023.

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In November 2023, the FASB issued guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, applied retrospectively.

Early adoption is permitted.

We are currently evaluating the impact of this guidance.

The guidance was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, applied retrospectively.

Early adoption was permitted.

We adopted this guidance during the fourth quarter of 2024.

Segment Data for more information.

In December 2023, the FASB issued guidance to enhance the transparency and decision usefulness of income tax disclosures, requiring annual disclosure of consistent categories and greater disaggregation of information in the rate reconciliation table;

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Early adoption is permitted.

We are currently evaluating the impact of this guidance but do not expect it to have a material impact on our consolidated financial statements.

In November 2024, the FASB issued guidance requiring disclosure of disaggregated information about certain income statement expense line items.

The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

We are currently evaluating the impact of this guidance.

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Balance at end of period $ 6 $ 4 $ 5

As of December 31, 2024, four customers accounted for 11 %, 11 %, 10 %, and 10 %, respectively, of our accounts receivable, net.

As of December 31, 2023, two customers accounted for 10 % and 10 %, respectively, of our accounts receivable, net.

As of December 31, 2022, one customer accounted for 13 % of our accounts receivable, net.

As of December 31, 2021, three customers accounted for 15 %, 15 %, and 12 %, respectively, of our accounts receivable, net.

For purposes of this disclosure, a single customer may include multiple entities under common control.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Broadcast Television Programming

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Pursuant to accounting guidance for the broadcasting industry, an asset and a liability for the rights acquired and obligations incurred under a license agreement are reported on the balance sheet when the cost of each program is known or reasonably determinable, the program material has been accepted by the licensee in accordance with the conditions of the license agreement, and the program is available for its first showing or telecast.

The portion of program contracts which becomes payable within one year is reflected as a current liability in the accompanying consolidated balance sheets.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The portion of program contracts which is payable within one year is reflected as a current liability in the accompanying consolidated balance sheets.

The rights to this programming are reflected in the accompanying consolidated balance sheets at the lower of unamortized cost or fair value.

Program contract costs are amortized on a straight-line basis except for contracts greater than three years which are amortized utilizing an accelerated method.

Program contract costs estimated by management to be amortized in the succeeding year are classified as current assets.

Program costs are amortized on a straight-line basis except for contracts greater than three years which are amortized utilizing an accelerated method.

Program costs estimated by management to be amortized in the succeeding year are classified as current assets.

Payments of program contract liabilities are typically made on a scheduled basis and are not affected by amortization or fair value adjustments.

Fair value is determined utilizing a discounted cash flow model based on management's expectation of future advertising revenues, net of sales commissions, to be generated by the program material.

We assess our program contract costs on a quarterly basis to ensure the costs are recorded at the lower of unamortized cost or fair value.

We assess our program costs on a quarterly basis to ensure the costs are recorded at the lower of unamortized cost or fair value.

Sports Programming Rights

DSIH has multi-year program rights agreements that provided DSIH with the right to produce and telecast professional live sports games within a specified territory in exchange for a rights fee.

DSIH had multi-year program rights agreements that provided DSIH with the right to produce and telecast professional live sports games within a specified territory in exchange for a rights fee.

Prior to the Deconsolidation, we amortized these rights as an expense over each season based upon contractually stated rates.

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Our discounted cash flow model is based on our judgment of future market conditions based on our internal forecast of future performance, as well as discount rates that are based on a number of factors including market interest rates, a weighted average cost of capital analysis, and includes adjustments for market risk and company specific risk.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Our indefinite-lived intangible assets consist primarily of our broadcast licenses and a trade name.

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If the carrying amount of the broadcast licenses exceeds the fair value, then an impairment loss is recorded to the extent that the carrying value of the broadcast licenses exceeds the fair value.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

We evaluate our long-lived assets, including definite-lived intangible assets, for impairment if events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

We evaluate the recoverability of long-lived assets by comparing the carrying amount of the assets within an asset group to the estimated undiscounted future cash flows associated with the asset group.

An asset group represents the lowest level of cash flows generated by a group of assets that are largely independent of the cash flows of other assets.

An asset group represents the lowest level of cash flow generated by a group of assets that are largely independent of the cash flows of other assets.

At the time that such evaluations indicate that the future undiscounted cash flows are not sufficient to recover the carrying value of the asset group, an impairment loss is determined by comparing the estimated fair value of the asset group to the carrying value.

We estimate fair value using an income approach involving the performance of a discounted cash flow analysis.

During the years ended December 31, 2023, 2022, and 2021, we did not identify any indicators that our goodwill, indefinite-lived or long-lived assets may not be recoverable.

For the years ended December 31, 2024, 2023, and 2022, we did not identify any indicators that our goodwill, indefinite-lived or long-lived assets may not be recoverable.

Goodwill, Indefinite-Lived Intangible Assets, and Other Intangible Assets for more information.

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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.

When factors indicate that there may be a decrease in value of an equity method investment, we assess whether a loss in value has occurred.

When factors indicate that there may be a decrease in the value of an equity method investment, we assess whether a loss in value has occurred.

If that loss is deemed to be other than temporary, an impairment loss is recorded accordingly.

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Other Assets for more information.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Accounts Payable and Accrued Liabilities

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We expense these activities when incurred .

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities.

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Notes Payable and Commercial Bank Financing for further discussion.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Information — Statements of Cash Flows

During the years ended December 31, 2023, 2022, and 2021, we had the following cash transactions (in millions):

For the years ended December 31, 2024, 2023, and 2022, we had the following cash transactions (in millions):

2024 2023 2022

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Interest paid $ 296 $ 294 $ 387

Non-cash investing activities included property and equipment purchases of $ 5 million for each of the years ended December 31, 2023, 2022, and 2021 and the receipt of equipment with a fair value of $ 58 million in connection with completing the repack process as more fully described in Note 2.

Acquisitions and Dispositions of Assets for the year ended December 31, 2021.

During the years ended December 31, 2022 and 2021, we received equity shares in investments valued at $ 3 million and $ 6 million, respectively, in exchange for an equivalent value of advertising spots.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Non-cash investing activities included property and equipment purchases of $ 5 million for each of the years ended December 31, 2024, 2023, and 2022.

We received equity shares in investments valued at $ 13 million and $ 3 million for the years ended December 31, 2024 and 2022, respectively, in exchange for an equivalent value of advertising spots.

Revenue Recognition

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Distribution revenue $ 1,543 $ 203 $ — $ — $ 1,746

Advertising revenue 1,236 37 25 ( 13 ) 1,285

Core advertising revenue 1,152 39 33 ( 18 ) 1,206

Political advertising revenue 405 — — — 405

Other media, non-media, and intercompany revenue 154 5 43 ( 11 ) 191

Total revenues $ 3,254 $ 247 $ 76 $ ( 29 ) $ 3,548

For the year ended December 31, 2022 Local media Tennis Local sports Other Eliminations Total

For the year ended December 31, 2023 Local media Tennis Other Eliminations Total

Distribution revenue $ 1,491 $ 189 $ — $ — $ 1,680

Advertising revenue 1,518 33 44 41 ( 22 ) 1,614

Core advertising revenue 1,192 37 25 ( 13 ) 1,241

Political advertising revenue 44 — — — 44

Other media, non-media, and intercompany revenue 139 2 37 ( 9 ) 169

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Distribution revenue $ 1,531 $ 179 $ 433 $ — $ — $ 2,143

Advertising revenue 1,230 29 409 64 ( 41 ) 1,691

Core Advertising revenue 1,186 33 44 41 ( 22 ) 1,282

Political advertising revenue 332 — — — — 332

Other media, non-media, and intercompany revenue 144 5 5 54 ( 37 ) 171

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Historical adjustments to subscriber estimates have not been material.

Advertising Revenue.

We generate advertising revenue primarily from the sale of advertising spots/impressions within our broadcast television, digital platforms, and, prior to the Deconsolidation, RSNs.

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

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Core Advertising Revenue.

We generate core advertising revenue primarily from the sale of non-political advertising spots/impressions within our broadcast television, digital platforms, and, prior to the Deconsolidation, RSNs.

Core 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.

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payments received in advance of satisfying our performance obligations are reflected as deferred revenue.

Political Advertising Revenue .

We generate political advertising revenue primarily from the sale of political advertising spots/impressions within our broadcast television and digital platforms.

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

The term of our advertising arrangements is generally less than one year and the timing between when an advertisement is aired and when payment is due is not significant.

In certain circumstances, we require customers to pay in advance;

payments received in advance of satisfying our performance obligations are reflected as deferred revenue.

Practical Expedients and Exemptions.

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For such arrangements, we allocate revenues to each performance obligation based on its relative standalone selling price, which is generally based on the prices charged to customers.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Deferred Revenues.

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Deferred revenue was $ 170 million, $ 178 million, and $ 200 million as of December 31, 2024, 2023, and 2022, respectively, of which $ 112 million, $ 124 million, and $ 144 million as of December 31, 2024, 2023, and 2022, respectively, was reflected in other long-term liabilities in our consolidated balance sheets.

Deferred revenue recognized during the years ended December 31, 2023 and 2022 that was included in the deferred revenue balance as of December 31, 2022 and 2021 was $ 50 million and $ 62 million, respectively.

Deferred revenue recognized for the years ended December 31, 2024 and 2023 that was included in the deferred revenue balance as of December 31, 2023 and 2022 was $ 49 million and $ 50 million, respectively.

For the year ended December 31, 2024, two customers accounted for 10 % and 10 %, respectively, of our total revenues.

For the year ended December 31, 2022, three customers accounted for 12 %, 11 %, and 10 %, respectively, of our total revenues.

For the year ended December 31, 2023, two customers accounted for 11 % and 10 %, respectively, of our total revenues.

For the year ended December 31, 2022, three customers accounted for 12 %, 11 %, and 10 %, respectively, of our total revenues.

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Fair Value Measurements for additional information regarding the fair value of notes payable.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Post-retirement Benefits

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For each of the years ended December 31, 2024 and 2023, we made $ 1 million in benefit payments.

We recognized an actuarial loss of $ 0.3 million and gain of $ 3 million through other comprehensive income for the years ended December 31, 2023 and 2022, respectively.

We recognized an actuarial gain of $ 0.4 million and loss of $ 0.3 million through other comprehensive income for the years ended December 31, 2024 and 2023, respectively.

For each of the years ended December 31, 2024 and 2023, we recognized $ 1 million of periodic pension expense, reported in other expense, net in our consolidated statements of operations.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ACQUISITIONS AND DISPOSITIONS OF ASSETS:

During the year ended December 31, 2021, we acquired certain businesses for an aggregate purchase price, net of cash acquired, of $ 10 million, including working capital adjustments and other adjustments.

There were no acquisitions during the years ended December 31, 2023 and 2022.

The following summarizes the acquisition activity during the year ended December 31, 2021:

2021 Acquisitions

During the year ended December 31, 2021, we completed the acquisition of ZypMedia for approximately $ 7 million in cash.

The acquired assets and liabilities were recorded at fair value as of the closing date of the transactions.

During the year ended December 31, 2021, we purchased 360IA, LLC for $ 5 million, with $ 2 million being paid in cash and the remaining to be paid in $ 1 million increments on each of the first three anniversaries following the closing date.

Financial Results of Acquisitions

The following tables summarize the results of the net revenues and operating loss included in the financial statements of the Company beginning on the acquisition date of each acquisition as listed below (in millions):

2023 2022 2021

Other acquisitions in 2021 $ 39 $ 72 $ 8

2023 2022 2021

Operating Loss:

Other acquisitions in 2021 $ ( 12 ) $ ( 7 ) $ ( 45 )

2021 Dispositions .

In September 2021, we sold all of our radio broadcast stations, KOMO-FM, KOMO-AM, KPLZ-FM and KVI-AM in Seattle, WA, for consideration valued at $ 13 million.

For the year ended December 31, 2021, we recorded a net loss of $ 12 million related to the sale, which is included within loss (gain) on asset dispositions and other, net of impairment in our consolidated statements of operations, and was primarily related to the write-down of the carrying value of the assets to estimate the selling price.

In June 2021, we sold our controlling interest in Triangle Sign & Service, LLC ("Triangle") for $ 12 million.

We recorded a gain on the sale of Triangle of $ 6 million, of which $ 3 million was attributable to noncontrolling interests, for the year ended December 31, 2021, which is included in the loss (gain) on asset dispositions and other, net of impairment and net (income) loss attributable to the noncontrolling interests, respectively, in our consolidated statements of operations.

In February 2021, we sold two of our television broadcast stations, WDKA-TV in Paducah, KY and KBSI-TV in Cape Girardeau, MO, for an aggregate sale price of $ 28 million.

We recorded a gain of $ 12 million for the year ended December 31, 2021, which is included within loss (gain) on asset dispositions and other, net of impairment in our consolidated statements of operations.

Broadcast Incentive Auction.

In 2012, Congress authorized the FCC to conduct so-called "incentive auctions" to auction and re-purpose broadcast television spectrum for mobile broadband use.

Pursuant to the auction, television broadcasters submitted bids to receive compensation for relinquishing all or a portion of their rights in the television spectrum of their full-service and Class A stations.

Low power stations were not eligible to participate in the auction and are not protected and therefore may be displaced or forced to go off the air as a result of the post-auction repacking process.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In the repacking process associated with the auction, the FCC has reassigned some stations to new post-auction channels.

We do not expect reassignment to new channels to have a material impact on our coverage.

We have received notification from the FCC that 100 of our stations have been assigned to new channels.

Legislation has provided the FCC with a $ 3 billion fund to reimburse reasonable costs incurred by stations that are reassigned to new channels in the repack.

We expect that the reimbursements from the fund will cover the majority of our expenses related to the repack.

We recorded gains related to reimbursements for the spectrum repack costs incurred of $ 8 million, $ 4 million, and $ 24 million for the years ended December 31, 2023, 2022, and 2021, respectively, which are recorded within loss (gain) on asset dispositions and other, net of impairment in our consolidated statements of operations.

For the years ended December 31, 2022 and 2021, capital expenditures related to the spectrum repack were $ 1 million and $ 12 million, respectively.

In December 2020, the FCC began a similar repacking process associated with a portion of the C-Band spectrum in order to free up this spectrum for the use of 5G wireless services.

The repack was scheduled to be completed in two phases, the first ended on December 31, 2021 and the second ended on December 31, 2023.

Prior to the Deconsolidation, DSG entered into an agreement with a communications provider in which they received equipment to complete the repack process at a maximum cost to DSG of $ 15 million.

Prior to the Deconsolidation, for the year ended December 31, 2021, we recognized a gain of $ 43 million, which is recorded within loss (gain) on asset dispositions and other, net of impairment in our consolidated statements of operations, equal to the fair value of the equipment that DSG received of $ 58 million, less the maximum cost to DSG of $ 15 million.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

STOCK-BASED COMPENSATION PLANS:

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Additionally, we have the following arrangements that involve stock-based compensation:

employer matching contributions for participants in our 401(k) plan, an employee stock purchase plan ("ESPP"), and subsidiary stock awards.

employer matching contributions for participants in our 401(k) Profit Sharing Plan and Trust (“the 401(k) Plan”), an employee stock purchase plan (“ESPP”), and subsidiary stock awards.

Stock-based compensation expense has no effect on our consolidated cash flows.

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Restricted Stock Awards

RSAs issued in 2024 have certain restrictions that generally lapse over two years at 50 % and 50 %, respectively.

RSAs issued in 2023 have certain restrictions that generally lapse after two years at 100 % or over two years at 50 % and 50 %, respectively.

RSAs issued in 2022 and 2021 have certain restrictions that generally lapse over two years at 50 % and 50 %, respectively.

RSAs issued in 2022 have certain restrictions that generally lapse over two years at 50 % and 50 %, respectively.

As the restrictions lapse, the Class A Common Stock may be freely traded on the open market.

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(a) Forfeitures are recognized as they occur.

We recorded compensation expense of $ 19 million for both of the years ended December 31, 2023 and 2022, respectively, and $ 21 million for the year ended December 31, 2021.

We recorded compensation expense of $ 19 million for each of the years ended December 31, 2024, 2023, and 2022.

The majority of the unrecognized compensation expense of $ 8 million as of December 31, 2024 will be recognized in 2025.

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We issued 113,658 shares in 2024, 80,496 shares in 2023, and 60,732 shares in 2022.

We recorded expense of $ 1 million for the year ended December 31, 2023 and $ 2 million for each of the years ended December 31, 2022 and 2021, which was based on the average share price of the stock on the date of grant.

We recorded expense of $ 1 million for each of the years ended December 31, 2024 and 2023 and $ 2 million for the year ended December 31, 2022, which was based on the average share price of the stock on the date of grant.

Additionally, these shares are included in the total shares outstanding, which results in a dilutive effect on our basic and diluted earnings per share.

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Outstanding SARs at December 31, 2024 8,369,840 $ 20.36

As of December 31, 2023, there was no aggregate intrinsic value of the SARs outstanding and the outstanding SARs have a weighted average remaining contractual life of 8 years.

As of December 31, 2024, there was no aggregate intrinsic value of the SARs outstanding which had a weighted average remaining contractual life of 8 years.

Valuation of SARS.

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The annual dividend yield is based on the annual dividend per share divided by the share price on the grant date.

During 2022, outstanding SARs increased the weighted average shares outstanding for purposes of determining dilutive earnings per share.

As of December 31, 2023, there were options outstanding to purchase 375,000 shares of Class A Common Stock.

These options are fully vested and have a weighted average exercise price of $ 31.25 and a weighted average remaining contractual term of 2 years.

During 2024 and 2022, outstanding SARs increased the weighted average shares outstanding for purposes of determining dilutive earnings per share.

Options are fully vested and have a weighted average remaining contractual term of 1 year.

As of December 31, 2024, there was no aggregate intrinsic value for the options outstanding.

There was no grant, exercise, or forfeiture activity during the year ended December 31, 2023.

There was no expense recognized during the years ended December 31, 2023, 2022, and 2021.

There was no expense recognized for each of the years ended December 31, 2024, 2023, and 2022.

The following is a summary of changes in outstanding options:

Options Weighted-Average Price

Outstanding options at December 31, 2023 375,000 $ 31.25

2024 Activity:

Expired ( 125,000 ) 27.36

Outstanding options at December 31, 2024 250,000 $ 33.20

The Sinclair, Inc.

401(k) Profit Sharing Plan and Trust ("the 401(k) Plan") is available as a benefit for our eligible employees.

401(k) Plan is available as a benefit for our eligible employees.

Contributions made to the 401(k) Plan include an employee elected salary reduction amount with a match calculation (the “Match”).

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Typically, we make the Match using our Class A Common Stock.

The value of the Match is based on the level of elective deferrals into the 401(k) Plan.

The number of our Class A Common shares granted under the Match is determined based upon the closing price on or about March 1st of each year for the previous calendar year’s Match.

We recorded $ 17 million for each of the years ended December 31, 2023 and 2022 and $ 20 million for the year ended December 31, 2021 of stock-based compensation expense related to the Match.

As of December 31, 2023, a total of 7,000,000 shares of Class A Common Stock were reserved for matches under the plan.

As of December 31, 2023, 445,970 shares were available for future grants.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The value of the Match is based on the level of elective deferrals into the 401(k) Plan.

The number of shares of Class A Common Stock granted under the Match is determined based upon the closing price on or about March 1st of each year for the previous calendar year’s Match.

We recorded $ 17 million for each of the years ended December 31, 2024, 2023, and 2022 of stock-based compensation expense related to the Match.

As of December 31, 2024, a total of 11,000,000 shares of Class A Common Stock were reserved for matches under the 401(k) Plan.

As of December 31, 2024, 2,967,926 shares were available for future grants.

Employee Stock Purchase Plan

The ESPP allows eligible employees to purchase Class A Common Stock at 85 % of the lesser of the fair value of the common stock as of the first day of the quarter and as of the last day of that quarter, subject to certain limits as defined in the ESPP.

The stock-based compensation expense recorded related to the ESPP was $ 1 million for the year ended December 31, 2023 and $ 2 million for each of the years ended December 31, 2022 and 2021, respectively.

The stock-based compensation expense recorded related to the ESPP was $ 1 million for each of the years ended December 31, 2024 and 2023 and $ 2 million for the year ended December 31, 2022.

As of December 31, 2024, a total of 6,483,783 shares of Class A Common Stock were reserved for awards under the plan.

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accumulated depreciation ( 1,012 ) ( 975 )

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

GOODWILL, INDEFINITE-LIVED INTANGIBLE ASSETS, AND OTHER INTANGIBLE ASSETS:

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Balance at December 31, 2022 $ 2,016 $ 61 $ 11 $ 2,088

Disposition — — ( 6 ) ( 6 )

Balance at December 31, 2023 $ 2,016 $ 61 $ 5 $ 2,082

Our accumulated goodwill impairment was $ 3,029 million as of both December 31, 2023 and 2022.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For our annual goodwill impairment tests related to our local media and other reporting units in 2023, our other reporting units in 2022, and our local media and other reporting units in 2021, we concluded that it was more-likely-than-not that goodwill was not impaired for the reporting units in which we performed a qualitative assessment.

Balance at December 31, 2024 $ 2,016 $ 61 $ 5 $ 2,082

Our accumulated goodwill impairment was $ 3,029 million as of both December 31, 2024 and 2023, of which $ 414 million related to our local media segment and $ 2,615 million related to our local sports segment (prior to the Deconsolidation) as of both December 31, 2024 and 2023, respectively.

For our annual goodwill impairment tests related to our local media, tennis, and other reporting units in 2024 and 2023 and our tennis and other reporting units in 2022, we concluded that it was more-likely-than-not that goodwill was not impaired for the reporting units in which we performed a qualitative assessment.

The qualitative factors reviewed during our annual assessments indicated stable or improving margins and favorable or stable forecasted economic conditions including stable discount rates and comparable or improving business multiples.

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(b) Approximately $ 14 million of indefinite-lived intangible assets relate to consolidated VIEs as of December 31, 2024 and 2023.

We did not have any indicators of impairment for our indefinite-lived intangible assets in 2023 or 2022, and therefore did not perform interim impairment tests during those periods.

We performed our annual impairment tests for indefinite-lived intangibles in 2024 and 2023 and as a result of our qualitative assessments, we recorded no impairment.

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Amortized intangible assets:

Customer relationships (b) $ 1,103 $ ( 659 ) $ 444

Customer relationships $ 1,098 $ ( 729 ) $ 369

Network affiliation $ 1,435 $ ( 1,032 ) $ 403

Other 36 ( 29 ) 7

Total other definite-lived intangible assets (a) (b) $ 1,470 $ ( 968 ) $ 502

Total other definite-lived intangible assets (a) $ 1,471 $ ( 1,061 ) $ 410

Total definite-lived intangible assets $ 2,569 $ ( 1,790 ) $ 779

(a) Approximately $ 26 million and $ 33 million of definite-lived intangible assets relate to consolidated VIEs as of December 31, 2024 and 2023, respectively.

(b) During 2022, we deconsolidated $ 3,330 million of customer relationships and $ 585 million of favorable sports contracts related to the Deconsolidation.

Definite-lived intangible assets and other assets subject to amortization are being amortized on a straight-line basis over their estimated useful lives.

The definite-lived intangible assets are amortized over a weighted average useful life of 14 years for customer relationships and 15 years for network affiliations.

The amortization expense of the definite-lived intangible and other assets for the years ended December 31, 2023, 2022, and 2021 was $ 166 million, $ 225 million, and $ 554 million, respectively, of which $ 4 million and $ 77 million as of December 31, 2022 and 2021, respectively, was associated with the amortization of favorable sports contracts prior to the Deconsolidation and is presented within media programming and production expenses in our statements of operations.

The amortization expense of the definite-lived intangible and other assets for the years ended December 31, 2024, 2023, and 2022 was $ 149 million, $ 166 million, and $ 225 million, respectively, of which $ 4 million for the year ended December 31, 2022 was associated with the amortization of favorable sports contracts prior to the Deconsolidation and is presented within media programming and production expenses in our statements of operations.

We analyze specific definite-lived intangibles for impairment when events occur that may impact their value in accordance with the respective accounting guidance for long-lived assets.

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Other investments 382 387

Note receivable — 193

Income tax receivable 144 131

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Equity Method Investments

We have a portfolio of investments in a number of entities that are primarily focused on the development of real estate and other media and non-media businesses, our investment in DSIH (subsequent to the Deconsolidation), and an investment in the YES Network (prior to the Deconsolidation).

We have a portfolio of investments in a number of entities that are primarily focused on the development of real estate and other media and non-media businesses.

No investments were individually significant for the years ended December 31, 2024, 2023, and 2022.

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Nature of Operations and Summary of Significant Accounting Policies.

We no longer hold an equity interest in DSIH subsequent to the emergence of Diamond Sports Group, LLC (“DSG”) from bankruptcy on January 2, 2025.

YES Network Investment .

Prior to the Deconsolidation, we accounted for our investment in the YES Network as an equity method investment, which was recorded within other assets in our consolidated balance sheets, and in which our proportionate share of the net income generated by the investment was included within income from equity method investments in our consolidated statements of operations.

We recorded income of $ 10 million and $ 41 million related to our investment for the years ended December 31, 2022 and 2021, respectively.

Prior to the Deconsolidation, we accounted for our investment in the Yankee Entertainment and Sports Network, LLC (“YES Network”) as an equity method investment, which was recorded within other assets in our consolidated balance sheets, and in which our proportionate share of the net income generated by the investment was included within income from equity method investments in our consolidated statements of operations.

We recorded income of $ 10 million related to our investment for the year ended December 31, 2022.

Other Investments

1 unchanged sentence

Additionally, certain investments are measured at net asset value (“NAV”).

At December 31, 2023 and 2022, we held $ 162 million and $ 234 million, respectively, in investments measured at fair value and $ 189 million and $ 190 million, respectively, in investments measured at NAV.

We recognized a fair value adjustment loss of $ 87 million, a loss of $ 145 million, and a loss of $ 42 million during the years ended December 31, 2023, 2022, and 2021, respectively, associated with these securities, which is reflected in other (expense) income, net in our consolidated statements of operations.

Investments accounted for utilizing the measurement alternative were $ 36 million as of December 31, 2023 and $ 18 million, net of $ 7 million of cumulative impairments, as of December 31, 2022.

We recorded a $ 6 million impairment related to one investment during the year ended December 31, 2023, which is reflected in other expense, net in our consolidated statements of operations.

We recorded no impairments related to these investments for the years ended December 31, 2022 and 2021.

As of December 31, 2024 and 2023, we held $ 228 million and $ 162 million, respectively, in investments measured at fair value and $ 116 million and $ 189 million, respectively, in investments measured at NAV.

We recognized fair value adjustment losses of $ 32 million, $ 87 million, and $ 145 million for the years ended December 31, 2024, 2023, and 2022, respectively, associated with these securities, which is reflected in other income (expense), net in our consolidated statements of operations.

Investments accounted for utilizing the measurement alternative were $ 38 million and $ 36 million as of December 31, 2024 and 2023, respectively.

We recorded a $ 2 million impairment related to one investment and a $ 6 million impairment related to one investment for the years ended December 31, 2024 and 2023, respectively, which are reflected in other income (expense), net in our consolidated statements of operations.

We recorded no impairment related to these investments for the year ended December 31, 2022.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

On November 18, 2020, we entered into a commercial agreement with Bally's.

On November 18, 2020, we entered into a commercial agreement with Bally’s Corporation (“Bally’s”).

As part of this arrangement, we received warrants to acquire up to 8.2 million shares of Bally’s common stock for a penny per share, of which 3.3 million are exercisable upon meeting certain performance metrics.

5 unchanged sentences

Note Receivable

We are party to an Accounts Receivable Securitization Facility ("A/R Facility"), held by Diamond Sports Finance SPV, LLC ("DSPV"), an indirect wholly-owned subsidiary of DSIH.

Subsequent to the Deconsolidation, transactions related to the A/R Facility are no longer eliminated as intercompany transactions and, therefore, are reflected in our consolidated financial statements.

We were party to an Accounts Receivable Securitization Facility (“A/R Facility”), held by Diamond Sports Finance SPV, LLC (“DSPV”), an indirect wholly-owned subsidiary of DSIH.

On May 10, 2023, DSPV paid the Company approximately $ 199 million, representing the aggregate outstanding principal amount of the loans under the A/R Facility, accrued interest, and outstanding fees and expenses.

There was no outstanding balance as of December 31, 2023 and an outstanding balance of $ 193 million as of December 31, 2022, which is recorded within other assets in our consolidated balance sheets.

As of December 31, 2023, the maximum aggregate commitment under the A/R Facility is $ 50 million and the A/R Facility has a maturity date of September 23, 2024.

The A/R Facility was terminated on March 14, 2024.

SINCLAIR, INC.

6 unchanged sentences

Term Loan B-4, due April 21, 2029 731 739

STG Notes (b):

5.125 % Unsecured Notes, due February 15, 2027

10 unchanged sentences

Net carrying value of long-term debt $ 4,091 $ 4,139

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

(a) For the year ended December 31, 2024, STG repurchased $ 27 million aggregate principal amount of the Term Loan B-2 for consideration of $ 25 million.

See Bank Credit Agreement below.

(b) During the year ended December 31, 2023, we purchased $ 7 million, $ 15 million, and $ 13 million aggregate principal amount of the 5.125 % Notes, 5.500 % Notes, the 4.125 % 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.

See STG Notes below.

Debt under the Bank Credit Agreement, notes payable, and finance leases as of December 31, 2024 matures as follows (in millions):

4 unchanged sentences

2028 699 6 705

2029 702 6 708

2030 and thereafter 1,223 10 1,233

4 unchanged sentences

Interest expense in our consolidated statements of operations was $ 304 million, $ 305 million, and $ 296 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Interest expense included amortization of deferred financing costs, debt discounts, and premiums of $ 10 million, $ 12 million, and $ 30 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Interest expense included amortization of deferred financing costs and debt discounts of $ 10 million for each of the years ended December 31, 2024 and 2023 and $ 12 million for the year ended December 31, 2022.

SINCLAIR, INC.

22 unchanged sentences

The revolving credit facility is priced at SOFR plus 2.00 %, subject to decrease if the specified first lien leverage ratio (as defined in the Bank Credit Agreement) is less than or equal to certain levels.

As of December 31, 2023 and 2022, there were no outstanding borrowings, $ 1 million in letters of credit outstanding, and $ 649 million available under the revolving credit facility and the revolving credit facility matures on December 4, 2025.

As of December 31, 2024 and 2023, there were no outstanding borrowings, $ 1 million in letters of credit outstanding, and $ 649 million available under the revolving credit facility.

The total revolving credit facility contains two tranches, one for $ 612.5 million which expires on April 21, 2027 and one for $ 37.5 million which expires on December 4, 2025.

See Bank Credit Agreement below for further information.

We recorded a $ 23 million original issuance discount during the year ended December 31, 2022 and $ 4 million of debt issuance costs during the year ended December 31, 2021.

Debt issuance costs and original issuance discounts and premiums are presented as a direct deduction from, or addition to, the carrying amount of an associated debt liability, except for debt issuance costs related to our revolving credit facility, which are presented within other assets in our consolidated balance sheets .

We recorded a $ 23 million original issuance discount for the year ended December 31, 2022.

Debt issuance costs and original issuance discounts are presented as a direct deduction from, or addition to, the carrying amount of an associated debt liability, except for debt issuance costs related to our revolving credit facility, which are presented within other assets in our consolidated balance sheets .

Bank Credit Agreement

STG, a wholly owned subsidiary of SBG, has a syndicated credit facility which includes both revolving credit and issued term loans (the "Bank Credit Agreement").

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 4.5 x, measured as of the end of each fiscal quarter.

Prior to the refinancing subsequent event discussed in Note 18.

Subsequent Events , STG, a wholly owned subsidiary of SBG, had a syndicated credit facility which includes both revolving credit and issued term loans (the “Bank Credit Agreement”).

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 4.5 x, measured as of the end of each fiscal quarter.

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

The 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 quarter, is utilized under the revolving credit facility as of such date.

The 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 quarter, was utilized 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 which we were in compliance with as of December 31, 2023.

On April 1, 2021, STG amended the Bank Credit Agreement to raise additional term loans in an aggregate principal amount of $ 740 million ("Term Loan B-3"), with an original issuance discount of $ 4 million, the proceeds of which were used to refinance a portion of the Term Loan B-1 maturing in January 2024.

The Term Loan B-3 matures in April 2028 and bears interest at SOFR plus 3.00 %.

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

On April 21, 2022, STG entered into the Fourth Amendment (the “Fourth Amendment”) to the Bank Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, the guarantors party thereto (the “Guarantors”) and the lenders and other parties thereto.

9 unchanged sentences

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

SBG recognized a gain on extinguishment of $ 3 million for the year ended December 31, 2023.

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

We recognized a gain on extinguishment of $ 3 million for the year ended December 31, 2023.

During the year ended December 31, 2024, STG repurchased $ 27 million aggregate principal amount of the Term Loan B-2 for consideration of $ 25 million.

We recognized a gain on extinguishment of $ 1 million for the year ended December 31, 2024.

During the year ended December 31, 2022, we purchased $ 118 million aggregate principal amount of the 5.125 % Notes in open market transactions for consideration of $ 104 million.

1 unchanged sentence

We recognized a gain on extinguishment of the 5.125 % Notes of $ 13 million for the year ended December 31, 2022.

During the year ended December 31, 2023, we purchased $ 7 million, $ 15 million, and $ 13 million aggregate principal amount of the 5.125 % Notes, the 5.500 % Notes, and the 4.125 % Notes, respectively, in open market transactions for consideration of $ 6 million, $ 8 million, and $ 8 million, respectively.

During the year ended December 31, 2023, we purchased $ 7 million, $ 15 million, and $ 13 million aggregate principal amount of the 5.125 % Unsecured Notes, the 5.500 % Unsecured Notes, and the 4.125 % Secured 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.

2 unchanged sentences

Also, if we sell certain of our assets or experience specific kinds of changes of control, the holders of these STG Notes may require us to repurchase some or all of the outstanding STG Notes.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Debt of Variable Interest Entities and Guarantees of Third-Party Obligations

We jointly, severally, unconditionally, and irrevocably guaranteed $ 2 million of debt of certain third parties as of both December 31, 2024 and 2023, all of which related to consolidated VIEs is included in our consolidated balance sheets.

We provide a guarantee of certain obligations of a regional sports network subject to a maximum annual amount of $ 117 million with annual escalations of 4 % for the next five years .

We provide a guarantee of certain obligations of a regional sports network subject to a maximum annual amount of $ 122 million with annual escalations of 4 % for the next four years .

As of December 31, 2024, we have determined that it is not probable that we would have to perform under any of these guarantees.

Additionally, we believe that as of January 1, 2025, we have no further obligations related to this guarantee, however the counterparty associated with the related agreement may not agree with our conclusion.

Commitments and Contingencies for further discussion.

Interest Rate Swap

3 unchanged sentences

Nature of Operations and Summary of Significant Accounting Policies for further discussion.

As of December 31, 2023, the fair value of the interest rate swap was an asset of $ 1 million, which is recorded in other assets in our consolidated balance sheets.

As of both December 31, 2024 and 2023, the fair value of the interest rate swap was an asset of $ 1 million, which is recorded in other assets in our consolidated balance sheets.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Finance Leases

16 unchanged sentences

Some of our leases include optional renewal periods or termination provisions which we assess at inception to determine the term of the lease, subject to reassessment in certain circumstances.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table presents lease expense we have recorded in our consolidated statements of operations for the years ended December 31, 2024, 2023, and 2022 (in millions):

6 unchanged sentences

Total lease expense $ 44 $ 44 $ 47

(a) Includes variable lease expense of $ 6 million for the year ended December 31, 2023 and $ 7 million for each of the years ended December 31, 2022 and 2021 and short-term lease expense of $ 1 million for the year ended December 31 2021.

(a) Includes variable lease expense of $ 6 million for each of the years ended December 31, 2024 and 2023 and $ 7 million for the year ended December 31, 2022.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes our outstanding operating and finance lease obligations as of December 31, 2024 (in millions):

1 unchanged sentence

2025 $ 31 $ 11 $ 42

2026 29 11 40

2030 and thereafter 59 10 69

11 unchanged sentences

(a) Finance lease assets are reflected in property and equipment, net in our consolidated balance sheets.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table presents other information related to leases for the years ended December 31, 2024, 2023, and 2022 (in millions):

6 unchanged sentences

Leased assets obtained in exchange for new finance lease liabilities $ 22 $ — $ 1

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

PROGRAM CONTRACTS:

8 unchanged sentences

We account for redeemable noncontrolling interests in accordance with ASC 480, Distinguishing Liabilities from Equity , and classify them as mezzanine equity in our consolidated balance sheets because their possible redemption is outside of the control of the Company.

Our redeemable non-controlling interests consist of the following:

Our redeemable non-controlling interests previously consisted of the following:

Redeemable Subsidiary Preferred Equity

1 unchanged sentence

On February 10, 2023, we 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.

We redeemed no Redeemable Subsidiary Preferred Equity during the years ended December 31, 2022 and 2021.

Dividends accrued during the years ended December 31, 2023, 2022, and 2021 were $ 3 million, $ 13 million, and $ 14 million, respectively, and are reflected in net income attributable to redeemable noncontrolling interests in our consolidated statements of operations.

Dividends accrued during 2023, 2022, and the 2nd, 3rd, and 4th quarters of 2021 were paid in kind and added to the liquidation preference.

The balance, net of issuance costs, and the liquidation preference of the Redeemable Subsidiary Preferred Equity was $ 194 million and $ 198 million, respectively, as of December 31, 2022.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Dividends accrued for the years ended December 31, 2023 and 2022 were $ 3 million and $ 13 million, respectively, and are reflected in net loss (income) attributable to redeemable noncontrolling interests in our consolidated statements of operations.

Dividends accrued during 2023 and 2022 were paid in kind and added to the liquidation preference.

COMMON STOCK:

7 unchanged sentences

During 2024, 2023, and 2022, no Class B Common Stock shares were converted into Class A Common Stock shares.

During 2021, 952,626 Class B Common Stock shares were converted into Class A Common Stock shares.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Bank Credit Agreement and some of our subordinate debt instruments have restrictions on our ability to pay dividends on our common stock unless certain specific conditions are satisfied, including, but not limited to:

8 unchanged sentences

There is no expiration date and currently, management has no plans to terminate this program.

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

No Class A Common Stock was repurchased during the year ended December 31, 2024.

As of December 31, 2024, the total remaining repurchase authorization was $ 547 million.

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

All shares are repurchased under a Rule 10b5-1 plan.

INCOME TAXES:

1 unchanged sentence

2024 2023 2022

Current provision (benefit) for income taxes:

Current (benefit) provision for income taxes:

Federal $ ( 10 ) $ 5 $ 6

State 4 ( 5 ) 3

Deferred (benefit) provision for income taxes:

Deferred provision (benefit) for income taxes:

Federal 86 ( 342 ) 868

1 unchanged sentence

82 ( 358 ) 904

(Benefit) provision for income taxes $ ( 358 ) $ 913 $ ( 173 )

Provision (benefit) for income taxes $ 76 $ ( 358 ) $ 913

SINCLAIR, INC.

5 unchanged sentences

Valuation allowance (b) ( 4.9 ) % 30.6 % 1.6 %

Noncontrolling interest (c) 0.4 % 0.2 % 2.6 %

Federal tax credits (d) 0.6 % ( 0.2 ) % 10.6 %

Net Operating Loss Carryback (e) — % — % 7.5 %

Pending tax refunds interest income (c) ( 3.4 ) % — % — %

Federal tax credits ( 1.5 ) % 0.6 % ( 0.2 ) %

Other 2.8 % ( 0.5 ) % 0.9 %

1 unchanged sentence

(a) Included in state income taxes are deferred income tax effects related to certain acquisitions, intercompany mergers, tax elections, law changes and/or impact of changes in apportionment.

(b) Our 2023 income tax provision includes a $ 212 million decrease related to the release of valuation allowance associated with the federal interest expense carryforwards under the IRC Section 163(j).

Our 2022 income tax provision includes a net $ 56 million addition related to an increase in valuation allowance associated with the federal interest expense carryforwards under the IRC Section 163(j) and primarily offset by a decrease in valuation allowance on certain state deferred tax assets resulting from the Deconsolidation of Diamond.

Our 2021 income tax provision includes a net $ 8 million addition related to an increase in valuation allowance associated with the federal interest expense carryforwards under the IRC Section 163(j) and primarily offset by a decrease in valuation allowance on certain state deferred tax assets as a result of the changes in estimate of the state apportionment.

(c) Our 2023, 2022, and 2021 income tax provisions include a $ 3 million benefit, a $ 9 million expense, and a $ 13 million benefit, respectively, related to noncontrolling interest of various partnerships.

(d) Our 2021 income tax provision includes a benefit $ 40 million related to investments in sustainability initiatives whose activities qualify for federal income tax credits through 2021.

(e) Our 2021 income tax provision includes a benefit of $ 38 million as result of the CARES Act allowing for the 2020 federal net operating loss to be carried back to the pre-2018 years when the federal tax rate was 35%.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(b) Our 2024 income tax provision includes a $ 19 million decrease in valuation allowance primarily as a result of a change in recent years from cumulative loss to cumulative earnings in certain state jurisdictions, and a remeasurement of state net deferred tax assets due to state apportionment updates.

Our 2023 income tax provision includes a $ 212 million decrease related to the release of valuation allowance associated with the federal interest expense carryforwards under the IRC Section 163(j).

(c) Our 2024 income tax provision includes a $ 14 million accrual of interest income attributable to prior years’ pending income tax refund claims, including an immaterial $ 7.5 million correcting adjustment related to the accrual of interest income attributable to prior years’ pending income tax refund claims.

Temporary differences between the financial reporting carrying amounts and the tax bases of assets and liabilities give rise to deferred taxes.

5 unchanged sentences

IRC Section 163(j) interest expense carryforward 139 93

Investment in Bally's securities 83 70

Tax Credits 91 87

Investment in Bally's securities 62 83

Capitalized research and development expenses 52 38

Valuation allowance for deferred tax assets ( 101 ) ( 120 )

7 unchanged sentences

Net deferred tax liabilities $ ( 335 ) $ ( 252 )

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

At December 31, 2024, the Company had approximately $ 411 million and $ 3,377 million of gross federal and state net operating losses, respectively.

5 unchanged sentences

During the year ended December 31, 2024, we decreased our valuation allowance by $ 19 million to $ 101 million.

The decrease was primarily due to the release of valuation allowance related to interest expense carryforwards under the IRC Section 163(j) offset by a change in judgement in the realizability of certain state deferred tax assets.

During the year ended December 31, 2022, we increased our valuation allowance by $ 56 million to $ 312 million.

The increase was primarily due to uncertainty in the realizability of deferred tax assets related to interest expense carryforwards under the IRC Section 163(j), offset by a change in judgement in the realizability of certain state deferred tax assets.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The decrease was primarily a result of a change in recent years from cumulative loss to cumulative earnings in certain state jurisdictions, and a remeasurement of state net deferred tax assets due to state apportionment updates.

During the year ended December 31, 2023, we decreased our valuation allowance by $ 192 million to $ 120 million.

The decrease was primarily due to the release of valuation allowance related to interest expense carryforwards under the IRC Section 163(j) offset by a change in judgment in the realizability of certain state deferred tax assets.

Due to DSG’s emergence from bankruptcy in early 2025, we expect to record a gain upon disposition for tax purposes.

This will result in a material tax payment and movement to certain deferred tax assets and liabilities, primarily those related to investment in DSIH, net operating losses, and tax credits.

The following table summarizes the activity related to our accrued unrecognized tax benefits (in millions):

10 unchanged sentences

We do not anticipate that resolution of these matters will result in a material change to our consolidated financial statements.

In addition, we believe that our liability for unrecognized tax benefits could be reduced by up to $ 1 million, in the next twelve months, as a result of expected statute of limitations expirations and resolution of examination issues and settlements with tax authorities.

In addition, we do not believe that our liability for unrecognized tax benefits would be materially impacted, in the next twelve months, as a result of expected statute of limitations expirations and resolution of examination issues and settlements with tax authorities.

COMMITMENTS AND CONTINGENCIES:

Litigation, Claims, and Regulatory Matters

We are a party to lawsuits, claims, and regulatory matters from time to time in the ordinary course of business.

1 unchanged sentence

Except as noted below, we do not believe the outcome of these matters, individually or in the aggregate, will have a material effect on the Company’s financial statements.

FCC Litigation Matters.

On May 22, 2020, the Federal Communications Commission (“FCC”) released an Order and Consent Decree pursuant to which the Company agreed to pay $ 48 million to resolve the matters covered by a Notice of Apparent Liability for Forfeiture (“NAL”) issued in December 2017 proposing a $ 13 million fine for alleged violations of the FCC’s sponsorship identification rules by the Company and certain of its subsidiaries, the FCC’s investigation of the allegations raised in the Hearing Designation Order issued in connection with the Company’s proposed acquisition of Tribune, and a retransmission related matter.

The Company submitted the $ 48 million payment on August 19, 2020.

As part of the consent decree, the Company also agreed to implement a 4-year compliance plan.

As part of the consent decree, the Company also agreed to implement a four year compliance plan (which compliance plan terminated on May 29, 2024).

Two petitions were filed on June 8, 2020 seeking reconsideration of the Order and Consent Decree.

The Company filed an opposition to the petitions on June 18, 2020, and the petitions remain pending.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

On September 1, 2020, one of the individuals who filed a petition for reconsideration of the Order and Consent Decree filed a petition to deny the license renewal application of WBFF(TV), Baltimore, MD, and the license renewal applications of two other Baltimore, MD stations with which the Company has a JSA or LMA, Deerfield Media station WUTB(TV) and Cunningham Broadcasting Corporation (“Cunningham”) station WNUV(TV).

3 unchanged sentences

An opposition was filed to the motion to dismiss on February 5, 2024, and the Company timely filed its reply on February 13, 2024, and the matter remains pending.

Licensees are authorized to continue operating stations in accordance with their existing licenses while their renewal applications are pending before the FCC.

On September 2, 2020, the FCC adopted a Memorandum Opinion and Order and NAL against the licensees of several stations with whom the Company has LMAs, JSAs, and/or SSAs in response to a complaint regarding those stations’ retransmission consent negotiations.

3 unchanged sentences

A Petition for Reconsideration of the forfeiture order was filed on August 7, 2021.

On March 14, 2022, the FCC released a Memorandum Opinion and Order and Order on Reconsideration, reaffirming the forfeiture order and dismissing (and in the alternative, denying) the Petition for Reconsideration.

On March 14, 2022, the FCC released a Memorandum Opinion and Order and Order on Reconsideration, which reaffirmed the forfeiture order, and dismissed (and in the alternative, denied) the Petition for Reconsideration, and stated that because the fines were not paid within the period stated in the July 2021 forfeiture order the FCC may refer the case to the U.S.

Department of Justice (“DOJ”) for enforcement of the forfeiture pursuant to Section 504 of the Communications Act.

Our understanding is that enforcement remains pending.

The Company is not a party to this forfeiture order;

however, our consolidated financial statements include an accrual of additional expenses of $ 8 million for the above legal matters during the year ended December 31, 2021, as we consolidate these stations as VIEs.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

On September 21, 2022, the FCC released an NAL against the licensees of a number of stations, including 83 Company stations and several stations with whom the Company has LMAs, JSAs, and/or SSAs, for violation of the FCC’s limitations on commercial matter in children’s television programming related to KidsClick network programming distributed by the Company in 2018.

1 unchanged sentence

As of December 31, 2024, we have accrued $ 3.4 million.

On October 21, 2022, the Company filed a written response seeking reduction of the proposed fine amount, and the matter remains pending.

Other Litigation Matters.

On November 6, 2018, the Company agreed to enter into a proposed consent decree with the Department of Justice ("DOJ").

On October 21, 2022, the Company filed a written response seeking reduction of the proposed fine amount.

On September 6, 2024, the FCC denied the Company’s request for reduction of the fine (and similar requests filed by certain other licensees) and issued a forfeiture order imposing the fine as proposed in the NAL.

The Company and all other affected licensees filed a joint petition for reconsideration of the forfeiture order on October 7, 2024 and the matter remains pending.

Other Matters.

On November 6, 2018, the Company agreed to enter into a proposed consent decree with the DOJ.

This consent decree resolves the DOJ’s investigation into the sharing of pacing information among certain stations in some local markets.

6 unchanged sentences

The consent decree also requires the Company’s stations not to exchange pacing and certain other information with other stations in their local markets, which the Company’s management had already instructed them not to do.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Company is aware of twenty-two putative class action lawsuits that were filed against the Company following published reports of the DOJ investigation into the exchange of pacing data within the industry.

4 unchanged sentences

Discovery commenced shortly after that and is continuing.

Under the current schedule set by the Court, fact discovery is scheduled to close 90 days after a Special Master completes his review of the plaintiffs' objections to the defendant's privilege claims.

That privilege review is ongoing.

On August 18, 2023, the defendants filed objections to the Special Master’s First Report and Recommendations with the Court.

The Court overruled the defendants’ objections on January 31, 2024.

The Special Master has not indicated when he expects to complete his privilege review.

On December 8, 2023, the Court granted final approval of the settlements the plaintiffs had reached with four of the original defendants (CBS, Fox, Cox Media, and ShareBuilders), who agreed to pay a total of $ 48 million to settle the plaintiffs’ claims against them.

The plaintiffs are continuing to pursue their claims against the Company and the other non-settling defendants.

Under the current schedule set by the Court, fact discovery is scheduled to close 90 days after a Special Master completes his review of the plaintiffs’ objections to the defendants’ privilege claims.

The plaintiffs have paused their depositions of fact witnesses pending completion of the privilege review.

The privilege review is ongoing and the Special Master has not indicated when he expects it to be completed;

however, the Court, at a status conference in December 2024, urged the parties to restart depositions in April 2025 even if the privilege review is not complete by then.

On December 6, 2024, the plaintiffs filed a motion seeking sanctions against the Company in connection with the loss of certain cell phone data.

On February 4, 2025, following a briefing on that motion, the Court heard arguments and took the motion under advisement.

The Court scheduled the next status conference for March 18, 2025.

The Company and the other non-settling defendants continue to believe the lawsuits are without merit and intend to vigorously defend themselves against all such claims.

On July 19, 2023, as part of the ongoing bankruptcy proceedings of DSG, an independently managed and unconsolidated subsidiary of Sinclair, DSG and its wholly-owned subsidiary, Diamond Sports Net, LLC, filed a complaint (the "Diamond Litigation", under seal, in the United States Bankruptcy Court for the Southern District of Texas naming certain subsidiaries of Sinclair, including SBG and STG, David D.

Smith, Sinclair's Executive Chairman, Christopher S.

Ripley, Sinclair's President and Chief Executive Officer, Lucy A.

Rutishauser, Sinclair's Executive Vice President & Chief Financial Officer, and Scott Shapiro, Sinclair's Executive Vice President, Corporate Development and Strategy, as defendants.

In the complaint, plaintiffs challenge a series of transactions involving SBG and certain of its subsidiaries, on the one hand, and DSG and its subsidiaries, on the other hand, since SBG acquired the former Fox Sports regional sports networks from The Walt Disney Company in August 2019.

The complaint alleges, among other things, that the management services agreement (the "MSA") entered into by STG and DSG was not fair to DSG and was designed to benefit STG and SBG;

that the Bally's Corporation ("Bally's") transaction in November 2020 through which Bally's acquired naming rights to certain regional sports networks was not fair to DSG and was designed to benefit STG and SBG;

On July 19, 2023, as part of the bankruptcy proceedings of DSG, at such time, an independently managed and unconsolidated subsidiary of Sinclair, DSG and its wholly-owned subsidiary, Diamond Sports Net, LLC, filed a complaint (the “Diamond Litigation”), under seal, in the United States Bankruptcy Court for the Southern District of Texas naming certain subsidiaries of Sinclair, including SBG and STG and certain officers of SBG and STG, as defendants.

In the complaint, plaintiffs challenged a series of transactions involving SBG and certain of its subsidiaries, on the one hand, and DSG and its subsidiaries, on the other hand, since SBG acquired the former Fox Sports regional sports networks from The Walt Disney Company in August 2019.

The complaint alleged, among other things, that the management services agreement (the “MSA”) entered into by STG and DSG was not fair to DSG and was designed to benefit STG and SBG;

that the Bally’s transaction in November 2020 through which Bally’s acquired naming rights to certain regional sports networks was not fair to DSG and was designed to benefit STG and SBG;

and that certain distributions made by DSG that were used to pay down preferred equity of DSH, were inappropriate and were conducted at a time when DSG was insolvent.

The complaint alleges that SBG and its subsidiaries (other than DSG and its subsidiaries) received payments or indirect benefits of approximately $ 1.5 billion as a result of the alleged misconduct.

The complaint asserts a variety of claims, including certain fraudulent transfers of assets, unlawful distributions and payments, breaches of contracts, unjust enrichment and breaches of fiduciary duties.

The plaintiffs are seeking, among other relief, avoidance of fraudulent transfers and unlawful distributions, and unspecified monetary damages to be determined.

The complaint also alleged that SBG and its subsidiaries (other than DSG and its subsidiaries) received payments or indirect benefits of approximately $ 1.5 billion as a result of the alleged misconduct.

The complaint asserted a variety of claims, including certain fraudulent transfers of assets, unlawful distributions and payments, breaches of contracts, unjust enrichment and breaches of fiduciary duties.

The plaintiffs sought, among other relief, avoidance of fraudulent transfers and unlawful distributions, and unspecified monetary damages to be determined.

On March 1, 2024, the court approved a global settlement and release of all claims associated with the Diamond Litigation, which settlement included an amendment to the MSA.

Sinclair entered into the settlement, without admitting any fault or wrongdoing.

The settlement terms included, among other things, DSG’s dismissal with prejudice of its $ 1.5 billion litigation against Sinclair and all other defendants, along with the full and final satisfaction and release of all claims in that litigation against all defendants, including Sinclair and its subsidiaries, in exchange for Sinclair’s cash payment to DSG of $ 495 million.

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

During the first quarter of 2024, we paid $ 50 million related to the settlement.

The final settlement payment was made during the second quarter of 2024 and of the total $ 495 million settlement amount paid, $ 347 million was paid by STG and $ 148 million was paid by Ventures.

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

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

On January 17, 2024, Sinclair announced that it had agreed, subject to definitive documentation and final court approval, to a global settlement and release of all claims associated with the Diamond Litigation, which settlement includes an amendment to the MSA.

The settlement terms include, among other things, DSG’s dismissal with prejudice of its $ 1.5 billion litigation against Sinclair and all other defendants, along with the full and final satisfaction and release of all claims in that litigation against all defendants, including Sinclair and its subsidiaries, in exchange for Sinclair’s cash payment to DSG of $ 495 million.

The cash payment will be funded by cash on hand at Ventures and 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.

As of December 31, 2023, we have accrued $ 495 million, exclusive of any potential offsetting benefits to be received, related to the above matter, which is recorded within accounts payable and accrued liabilities in our consolidated balance sheets and corporate general and administrative expenses in our consolidated statement of operations.

The settlement is subject to definitive documentation.

On February 26, 2024, the court approved the settlement, subject to Sinclair and DSG completing definitive documentation.

Sinclair has entered into the settlement, without admitting any fault or wrongdoing.

If the settlement does not receive final court approval, Sinclair remains committed to vigorously defending against the claims asserted in the litigation.

As described under Note 6.

Notes Payable and Commercial Bank Financing we have provided a guarantee that requires us to provide funding to the Marquee Sports Network (“Marquee”) under certain circumstances.

On July 19, 2024, Marquee sent us a funding notice seeking $ 29 million under the Marquee guarantee by August 1, 2024 purportedly to make payments under certain agreements to affiliates of the Chicago Cubs, an affiliate of which is also a co-owner of Marquee.

Based on the information provided to us by Marquee, Marquee has sufficient cash to make such payments without funding under the Marquee guarantee.

For this and other reasons, we do not believe we are contractually required to provide funding under the Marquee guarantee at this time and have so informed Marquee.

On August 2, 2024, Marquee sent us another letter claiming that our failure to timely pay the amounts subject to Marquee’s funding notice constitutes a breach of the Marquee guarantee and requesting payment of such amounts no later than August 17, 2024 at which time Marquee has stated it will pursue any and all available remedies pursuant to the Marquee guarantee.

As of January 1, 2025, we believe we have no further obligations related to the guarantee, however, Marquee may not agree with our conclusion.

This dispute may result in litigation, and based on our expectation of Marquee’s claims, we believe we have meritorious defenses and intend to vigorously defend against such claims.

Changes in the Rules of Television Ownership, Local Marketing Agreements, Joint Sales Agreements, Retransmission Consent Negotiations, and National Ownership Cap

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On November 20, 2017, the FCC released an Ownership Order on Reconsideration that eliminated or revised several media ownership rules.

Among other things, the Order on Reconsideration (1) eliminated the “Eight-Voices Test” that previously allowed common ownership of two stations in a single market only if eight or more independently-owned television stations would remain in the market (allowing common ownership of up to two stations in a market as long as such ownership does not violate the Top-Four Prohibition), and (3) eliminated the JSA attribution rule.

Among other things, the Order on Reconsideration (1) retained the “Top-Four Prohibition” (which generally restricts common ownership of two top-four rated stations in a market) but introduced a process by which entities could seek a waiver of the Top-Four Prohibition on a case-by-case basis;

(2) eliminated the “Eight-Voices Test” that previously allowed common ownership of two stations in a single market only if eight or more independently-owned television stations would remain in the market (allowing common ownership of up to two stations in a market as long as such ownership does not violate the Top-Four Prohibition), and (3) eliminated the JSA attribution rule.

The Ownership Order on Reconsideration was vacated and remanded by the U.S.

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Changes to the national ownership cap could limit our ability to make television station acquisitions.

On December 13, 2018, the FCC released a Notice of Proposed Rulemaking to initiate the 2018 Quadrennial Regulatory Review of the FCC’s broadcast ownership rules.

With respect to the local television ownership rule specifically, among other things, the Notice of Proposed Rulemaking sought comment on possible modifications to the rule’s operation, including the relevant product market, the numerical limit, the Top-Four Prohibition, and the implications of multicasting, satellite stations, low power television ("LPTV") stations and the Next Generation broadcasting standard.

On December 22, 2023, the FCC completed its 2018 Quadrennial Regulatory Review (the “2018 Ownership Order”).

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The expanded rule prohibits a broadcaster with a top-four-rated television station from acquiring the network affiliation of another top-four rated station in the market and airing that second top-four network on a multicast stream or commonly owned LPTV station under certain circumstances.

Affiliation arrangements existing as of the release of the 2018 Ownership Order that would otherwise violate the expanded Top-Four Prohibition will not be subject to divestiture, but such arrangements will not be transferrable or assignable.

The 2018 Ownership Order also revised the methodology for determining whether a station is rated among the top-four stations in the market, retained the SSA disclosure requirement, and declined to attribute SSAs or JSAs.

The 2018 Ownership Order’s expansion of the Top-Four Prohibition to multicast streams and LPTV stations may affect the Company’s ability to acquire programming or to sell or acquire stations due to the need to divest grandfathered affiliations.

Broadcast industry parties filed three separate appeals of the 2018 Ownership Order which were consolidated in March 2024 and remain pending before the U.S.

Court of Appeals for the Eighth Circuit.

We cannot predict the outcome of these appeals.

On December 22, 2022, the FCC released a Public Notice to initiate the 2022 Quadrennial Regulatory Review, seeking comment on the Local Radio Ownership Rule, the Local Television Ownership Rule, and the Dual Network Rule.

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The fees paid between us and the licensees pursuant to these arrangements are eliminated in consolidation.

A subsidiary of DSIH is a party to a joint venture associated with Marquee.

Marquee is party to a long term telecast rights agreement which provides the rights to air certain live game telecasts and other content, which we guarantee.

In connection with a prior acquisition, we became party to a joint venture associated with one other regional sports network.

DSIH participated significantly in the economics and had the power to direct the activities which significantly impacted the economic performance of these regional sports networks, including sales and certain operational services.

As of December 31, 2021, we consolidated these regional sports networks because they were variable interest entities and we were the primary beneficiary.

As of March 1, 2022, as a result of the Deconsolidation, we no longer consolidate these regional sports networks.

See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1.

Nature of Operations and Summary of Significant Accounting Policies.

SINCLAIR, INC.

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Notes payable, finance leases, and commercial bank financing, less current portion 5 6

Program contracts payable, less current portion — 1

Other long-term liabilities 3 3

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The amounts above represent the combined assets and liabilities of the VIEs described above, for which we are the primary beneficiary.

Total liabilities associated with certain outsourcing agreements and purchase options with certain VIEs, which are excluded from above, were $ 130 million as of both December 31, 2023 and December 31, 2022, as these amounts are eliminated in consolidation.

Total liabilities associated with certain outsourcing agreements and purchase options with certain VIEs, which are excluded from above, were $ 128 million and $ 130 million as of December 31, 2024 and December 31, 2023, respectively, as these amounts are eliminated in consolidation.

The assets of each of these consolidated VIEs can only be used to settle the obligations of the VIE.

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Our maximum exposure is equal to the carrying value of our investments.

The income and loss related to equity method investments and other equity investments are recorded in income from equity method investments and other expense, net, respectively, in our consolidated statements of operations.

We recorded gains of $ 27 million, $ 58 million, and $ 37 million for the years ended December 31, 2023, 2022, and 2021, respectively, related to these investments.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In conjunction with the Transaction, the composition of the DSIH board of managers was modified resulting in our loss of voting control over DSIH.

We hold substantially all of the equity of DSIH and provide certain management and general and administrative services to DSIH.

However, it was determined that we are not the primary beneficiary because we lack the ability to control the activities that most significantly drive the economics of the business.

The carrying amount of our investment in DSIH is zero and there is no obligation for us to provide additional financial support.

We are also party to an A/R facility held by an indirect wholly-owned subsidiary of DSIH which has a maturity date of September 23, 2024.

There was no outstanding balance as of December 31, 2023 and an outstanding balance of $ 193 million as of December 31, 2022, which is recorded within other assets in our consolidated balance sheets.

As of December 31, 2023, the maximum aggregate commitment under the A/R Facility is $ 50 million.

The income and loss related to equity method investments and other equity investments are recorded in income from equity method investments and other income (expense), net, respectively, in our consolidated statements of operations.

We recorded a loss of $ 65 million, a gain of $ 27 million, and a gain of $ 58 million for the years ended December 31, 2024, 2023, and 2022, respectively, related to these investments.

Prior to DSG’s emergence from bankruptcy on January 2, 2025, we held substantially all the equity of DSIH and provided certain management and general and administrative services to subsidiaries of DSIH.

However, it was determined that we were not the primary beneficiary because we lacked the ability to control the activities that most significantly drove the economics of the business.

As of December 31, 2024, the carrying amount of our investment in DSIH was zero and there was no obligation for us to provide additional financial support.

We were also party to the A/R Facility held by an indirect wholly-owned subsidiary of DSIH which had a maturity date of September 23, 2024.

The A/R Facility was terminated on March 14, 2024.

See Note Receivable within Note 5.

Other Assets .

The amounts drawn under the A/R facility represent our maximum loss exposure.

SINCLAIR, INC.

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Certain assets used by us and our operating subsidiaries are leased from entities owned by the controlling shareholders.

Lease payments made to these entities were $ 6 million for both years ended December 31, 2023 and 2022 and $ 5 million for the year ended December 31, 2021.

Lease payments made to these entities were $ 6 million for each of the years ended December 31, 2024, 2023, and 2022.

Finance leases payable related to the aforementioned relationships were $ 12 million, net of $ 2 million interest, and $ 7 million, net of $ 1 million interest, as of December 31, 2024 and 2023, respectively.

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For all leases, we incurred aggregate expenses of $ 0.1 million, $ 0.2 million and $ 0.4 million for the years ended December 31, 2024, 2023, and 2022, respectively.

For the year ended December 31, 2023, we made a $ 22 million investment in a company in which certain of our controlling shareholders also hold an equity interest.

During the year ended December 31, 2023, we made an investment of $ 22 million in a company in which certain of our controlling shareholders also hold an equity interest.

Real Estate Sales .

A real estate project we had an investment in was purchased by a controlling shareholder during the year ended December 31, 2024.

We recognized a gain of $ 4 million for the year ended December 31, 2024 as a result of this transaction.

The Baltimore Sun .

David Smith is the majority shareholder of The Baltimore Sun.

We have entered into agreements with The Baltimore Sun to provide independent contractor services, sales representation, news resource sharing, and content sharing.

In relation to these agreements, we recorded revenue of $ 0.3 million for the year ended December 31, 2024.

Cunningham Broadcasting Corporation

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We consolidate certain subsidiaries of Cunningham with which we have variable interests through various arrangements related to the Cunningham Stations.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The services provided to WNUV-TV, WMYA-TV, WTTE-TV, WRGT-TV and WVAH-TV are governed by a master agreement which has a current term that expires on July 1, 2028 and there is one additional five-year renewal terms remaining with final expiration on July 1, 2033.

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Additionally, we provide services to WDBB-TV pursuant to an LMA, which expires April 22, 2030, and have a purchase option to acquire for $ 0.2 million.

We paid Cunningham, under these agreements, $ 12 million, $ 10 million, and $ 11 million for the years ended December 31, 2023, 2022, and 2021, respectively.

The agreements with KBVU-TV/KCVU-TV, KRNV-DT/KENV-DT, WBSF-TV, WDBB-TV, WEMT-TV, WGTU-TV/WGTQ-TV, WPFO-TV, and WYDO-TV expire between April 2025 and November 2029, and certain stations have renewal provisions for successive eight-year periods.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

We paid Cunningham, under these agreements, $ 12 million for each of the years ended December 31, 2024 and 2023 and $ 10 million for the year ended December 31, 2022.

The agreements with KBVU-TV/KCVU-TV, KRNV-DT/KENV-DT, WBSF-TV, WDBB-TV, WEMT-TV, WGTU-TV/WGTQ-TV, WPFO-TV, and WYDO-TV expire between August 2025 and April 2030, and certain stations have renewal provisions for successive eight-year periods.

As we consolidate the licensees as VIEs, the amounts we earn or pay under the arrangements are eliminated in consolidation and the gross revenues of the stations are reported in our consolidated statements of operations.

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and Greenville, North Carolina markets.

In exchange for carriage of these networks in their markets, we paid $ 2 million, $ 1 million, and $ 2 million for the years ended December 31, 2023, 2022, and 2021, respectively, under these agreements.

MileOne Autogroup, Inc.

We sell advertising time to certain operating subsidiaries of MileOne Autogroup, Inc.

("MileOne"), including automobile dealerships, body shops, and an automobile leasing company.

David Smith, our Executive Chairman, has a controlling interest in, and is a member of the Board of Directors of, MileOne.

We received payments for advertising totaling less than $ 0.1 million for each of the years ended December 31, 2023 and 2022 and $ 0.1 million for the year December 31, 2021.

In exchange for carriage of these networks in their markets, we paid $ 2 million for each of the years ended December 31, 2024 and 2023 and $ 1 million for the year ended December 31, 2022 under these agreements.

Leased Property by Real Estate Ventures

Certain of our real estate ventures have entered into leases with entities owned by members of the Smith Family.

Prior to September 2024, certain of our real estate ventures entered into leases with entities owned by members of the Smith Family.

Total rent received under these leases was $ 1 million for each of the years ended December 31, 2024, 2023, and 2022.

WG Communications Group.

The wife of Robert Weisbord, our Chief Operating Officer and President of Local Media, has an ownership interest in WG Communications Group (“WGC”).

We received revenue from advertisers represented by WGC of $ 0.3 million for each of the years ended December 31, 2024, 2023, and 2022 and made payments to WGC of $ 0.1 million for the year ended December 31, 2024 and less than $ 0.1 million each of the years ended December 31, 2023 and 2022.

Diamond Sports Intermediate Holdings LLC

Subsequent to February 28, 2022, we account for our equity interest in DSIH as an equity method investment.

Up until DSG’s emergence from bankruptcy on January 2, 2025, we accounted for our equity interest in DSIH as an equity method investment, however we no longer hold an equity interest in DSIH subsequent to DSG’s emergence.

Management Services Agreement.

In 2019, we entered into a management services agreement with DSG, a wholly-owned subsidiary of DSIH, in which we provide DSG with affiliate sales and marketing services and general and administrative services.

The contractual annual amount due from DSG for these services during the fiscal year ended December 31, 2023 is $ 78 million, which is subject to increases on an annual basis.

Additionally, the agreement contains an incentive fee payable to us calculated based on certain terms contained within new or renewed distribution agreements with Distributors.

As a condition to the Transaction, DSG will defer the cash payment of a portion of its management fee payable to the Company over the next four years .

Pursuant to this agreement, excluding the amounts deferred as part of the Transaction, the local media segment recorded $ 49 million and $ 60 million of revenue for the years ended December 31, 2023 and 2022 related to both the contractual and incentive fees, of which $ 24 million was eliminated in consolidation prior to the Deconsolidation for the year ended December 31, 2022.

We will not recognize the portion of deferred management fees as revenue until such fees are determined to be collectible.

The terms of this agreement are subject to change depending upon the outcome of the settlement with DSG discussed in Note 13.

Commitments and Contingencies .

Distributions .

DSIH made distributions to DSH for tax payments on the dividends of the Redeemable Subsidiary Preferred Equity of $ 7 million for the year ended December 31, 2022.

We had a management services agreement with DSG, a wholly-owned subsidiary of DSIH, in which we provided DSG with affiliate sales and marketing services and general and administrative services.

Pursuant to this agreement, the local media segment recorded $ 60 million, $ 49 million, and $ 60 million of revenue for the years ended December 31, 2024, 2023, and 2022, respectively, of which $ 24 million was eliminated in consolidation prior to the Deconsolidation for the year ended December 31, 2022.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Distributions .

DSIH made distributions to DSH for tax payments on the dividends of the Redeemable Subsidiary Preferred Equity of $ 7 million for the year ended December 31, 2022.

Note receivable .

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For the year ended December 31, 2022, we received payments totaling $ 60 million from DSPV and funded an additional $ 40 million related to the note receivable associated with the A/R Facility.

We recorded revenue of $ 19 million and $ 15 million for the years ended December 31, 2023 and 2022, respectively, within other related to certain other transactions between DSIH and the Company.

We recorded revenue of $ 14 million, $ 19 million, and $ 15 million for the years ended December 31, 2024, 2023, and 2022, respectively, within other related to certain other transactions between DSIH and the Company.

Other Equity Method Investees

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The agreement will automatically renew for two 2-year renewal terms, with a final expiration on August 29, 2029.

Pursuant to the terms of the agreement, the YES Network paid us a management services fee of $ 1 million and $ 6 million for the years ended December 31, 2022 and 2021, respectively.

DSIH has a minority interest in certain mobile production businesses.

Pursuant to the terms of the agreement, the YES Network paid us a management services fee of $ 1 million for the year ended December 31, 2022.

DSIH had a minority interest in certain mobile production businesses.

Prior to the Deconsolidation, we accounted for these as equity method investments.

DSIH made payments to these businesses for production services totaling $ 5 million and $ 45 million for the years ended December 31, 2022 and 2021, respectively.

We have a minority interest in a sports marketing company, which we account for as an equity method investment.

We made payments to this business for marketing services totaling $ 2 million and $ 17 million for the years ended December 31, 2022 and 2021, respectively.

DSIH made payments to these businesses for production services totaling $ 5 million for the year ended December 31, 2022.

Sports Programming Rights

Affiliates of six professional teams had non-controlling equity interests in certain of DSIH's regional sports networks.

DSIH paid $ 61 million and $ 424 million, net of rebates, for the years ended December 31, 2022 and 2021, respectively, under sports programming rights agreements covering the broadcast of regular season games associated with these professional teams.

Affiliates of professional teams had non-controlling equity interests in certain of the RSNs.

DSIH paid $ 61 million for the year ended December 31, 2022 under sports programming rights agreements covering the broadcast of regular season games associated with these professional teams.

Prior to the Deconsolidation, these payments were recorded in our consolidated statements of operations and cash flows.

Jason Smith, an employee of the Company, is the son of Frederick Smith, who is a Vice President of the Company and a member of the Board.

Jason Smith received total compensation of $ 0.8 million, $ 0.6 million, and $ 0.2 million, consisting of salary and bonus, for the years ended December 31, 2023, 2022, and 2021, respectively, consisting of salary and bonus, and was granted 2,239 shares of restricted stock, vesting over two years , during the year ended December 31, 2021.

Jason Smith, Executive Vice Chairman of the Company, is the son of Frederick Smith, who is a Vice President of the Company and a member of the Board.

Jason Smith received total compensation of $ 1 million, consisting of salary and bonus, for each of the years ended December 31, 2024, 2023, and 2022 and was granted 37,566 shares of restricted stock, vesting over two years , and 500,000 stock appreciation rights, vesting over two years , for the year ended December 31, 2024.

Ethan White, an employee of the Company, is the son-in-law of J.

Duncan Smith, who is a Vice President of the Company and Secretary of the Board.

Ethan White received total compensation of $ 0.2 million, consisting of salary and bonus, for the year ended December 31, 2023 and $ 0.1 million, consisting of salary and bonus, for each of the years ended December 31, 2022 and 2021, and was granted 1,252 shares of restricted stock, vesting over two years , during the year ended December 31, 2023.

Ethan White received total compensation of $ 0.2 million for each of the years ended December 31, 2024 and 2023 and $ 0.1 million for the year ended December 31, 2022, consisting of salary and bonus, and was granted 1,503 shares of restricted stock, vesting over two years , and 1,252 shares of restricted stock, vesting over two years , for the years ended December 31, 2024 and 2023, respectively.

Amberly Thompson, an employee of the Company, is the daughter of Donald Thompson, who is an Executive Vice President and Chief Human Resources Officer of the Company.

Amberly Thompson received total compensation of $ 0.2 million, $ 0.1 million, and $ 0.2 million, consisting of salary and bonus, for the years ended December 31, 2023, 2022, and 2021, respectively.

Edward Kim, an employee of the company, is the brother-in-law of Christopher Ripley, who is the President and Chief Executive Officer of the Company.

Edward Kim received total compensation of $ 0.2 million, consisting of salary, for each of the years ended December 31, 2023, 2022, and 2021 and was granted 516 and 302 shares of restricted stock, vesting over two years , during the years ended December 31, 2023 and 2022, respectively.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Amberly Thompson received total compensation of $ 0.2 million for each of the years ended December 31, 2024 and 2023 and $ 0.1 million for the year ended December 31, 2022, consisting of salary and bonus.

Frederick Smith is the brother of David Smith, Executive Chairman of the Company and Chairman of the Board;

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Duncan Smith received total compensation of $ 1 million for each of the years ended December 31, 2024, 2023, and 2022, consisting of salary and bonus.

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

EARNINGS PER SHARE:

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SEGMENT DATA:

During the year ended December 31, 2023, we modified our segment reporting to align with the new organizational structure of the Company discussed within Company Reorganization under Note 1.

Nature of Operations and Summary of Significant Accounting Policies .

The segment information within the comparative periods have been recast to reflect this new presentation.

During the year ended December 31, 2023, we measured segment performance based on operating income (loss).

For the year ended December 31, 2024, we had two reportable segments:

local media and tennis.

Prior to the Deconsolidation on March 1, 2022, we had one additional reportable segment:

local sports.

Our local media segment includes our television stations, original networks and content and provides these through free over-the-air programming to television viewing audiences for stations in markets located throughout the continental United States, as well as distributes the content of these stations to MVPDs for distribution to their customers in exchange for contractual fees.

Our tennis segment provides viewers coverage of many of tennis’ top tournaments and original professional sport and tennis lifestyle shows.

Prior to the Deconsolidation, our local sports segment provided viewers with live professional sports content and included the Bally RSNs, Marquee, and our investment in the YES Network.

Prior to the Deconsolidation on March 1, 2022, we had one additional reportable segment:

local sports.

Our local sports segment consisted of RSNs, which owned the exclusive rights to air, among other sporting events, the games of professional sports teams in designated local viewing areas.

Other and corporate are not reportable segments but are included for reconciliation purposes.

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Corporate costs primarily include our costs to operate as a public company and to operate our corporate headquarters location.

All of our businesses are located within the United States.

As a result of the Reorganization, the local media segment assets are owned and operated by SBG, the assets of the tennis segment are owned and operated by Ventures, and the other Transferred Assets, which are included in other and corporate, are owned and operated by Ventures.

Segment financial information is included in the following tables for the years ended December 31, 2023, 2022, and 2021 (in millions):

All of our businesses and operations are located within the United States.

We define our segments on the basis of the way in which internally reported financial information is reviewed by our chief operating decision maker (“CODM”).

Our chief executive officer is the CODM of the organization.

The CODM meets regularly with segment managers to review performance, significant initiatives, opportunities, and key operating processes.

The CODM measures segment performance based on operating income (loss) and considers budget-to-actual and forecast-to-actual variances on a quarterly basis for making decisions on the Company’s strategy and allocation of resources.

Segment financial information reviewed by the CODM is included in the following tables for the years ended December 31, 2024, 2023, and 2022 (in millions):

As of December 31, 2024 Local media Tennis Other & Corporate Eliminations Consolidated

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Assets 4,747 293 1,048 ( 3 ) 6,085

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2024 Local media Tennis Other & Corporate Eliminations Consolidated

Revenue $ 2,866 (a) $ 228 $ 62 $ ( 22 ) (c) $ 3,134

Revenue $ 3,254 $ 247 $ 76 $ ( 29 ) (b) $ 3,548

Media programming and production expenses 1,536 125 — — 1,661

Media selling, general and administrative expenses 742 53 21 ( 22 ) 794

Depreciation of property and equipment and amortization of definite-lived intangible assets and other assets 231 21 2 ( 4 ) 250

Amortization of program contract costs 80 — — — 80

Amortization of program costs 74 — — — 74

Corporate general and administrative expenses 117 2 66 — 185

Loss on deconsolidation of subsidiary — — 10 — 10

(Gain) loss on asset dispositions and other, net of impairment ( 14 ) (b) — 17 — 3

Operating income (loss) 227 (b) 50 ( 608 ) — ( 331 )

Gain on asset dispositions and other, net of impairment ( 18 ) — ( 2 ) — ( 20 )

Other segment items (a) 8 — 48 ( 3 ) 53

Operating income (loss) $ 564 $ 46 $ ( 59 ) $ — $ 551

Interest expense including amortization of debt discount and deferred financing costs $ 304 $ — $ — $ — $ 304

(Loss) income from equity method investments — ( 3 ) 121 — 118

Gain on extinguishment of debt 1 — — — 1

Other income (expense), net 40 — ( 11 ) — 29

Income before income taxes $ 395

Capital expenditures $ 80 $ 1 $ 5 $ ( 2 ) $ 84

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2022 Local media Tennis Local sports (d) Other & Corporate Eliminations Consolidated

Revenue $ 3,193 (a) $ 217 $ 482 $ 95 $ ( 59 ) (c) $ 3,928

For the year ended December 31, 2023 Local media Tennis Other & Corporate Eliminations Consolidated

Revenue $ 2,866 $ 228 $ 62 $ ( 22 ) (b) $ 3,134

Media programming and production expenses 1,488 115 13 ( 5 ) 1,611

Media selling, general and administrative expenses 694 41 22 ( 10 ) 747

Depreciation of property and equipment and amortization of definite-lived intangible assets and other assets 243 21 10 ( 3 ) 271

Amortization of sports programming rights (e) — — 326 — — 326

Amortization of program contract costs 90 — — — — 90

Amortization of program costs 80 — — — 80

Corporate general and administrative expenses 134 1 559 — 694

Gain on deconsolidation of subsidiary — — — ( 3,357 ) (f) — ( 3,357 )

Gain on asset dispositions and other, net of impairment ( 17 ) (b) — — ( 47 ) — ( 64 )

Operating income (loss) 591 (b) 52 ( 4 ) 3,341 — 3,980

Loss on deconsolidation of subsidiary — — 10 — 10

(Gain) loss on asset dispositions and other, net of impairment ( 14 ) — 17 — 3

Other segment items (a) 14 — 39 ( 4 ) 49

Operating income (loss) $ 227 $ 50 $ ( 608 ) $ — $ ( 331 )

Interest expense including amortization of debt discount and deferred financing costs $ 305 $ — $ — $ — $ 305

Income from equity method investments — — 10 46 — 56

(Loss) income from equity method investments — ( 2 ) 31 — 29

Gain on extinguishment of debt 15 — — — 15

Other income (expense), net 33 — ( 78 ) — ( 45 )

Loss before income taxes $ ( 637 )

Capital expenditures $ 86 $ 1 $ 5 $ — $ 92

For the year ended December 31, 2021 Local media Tennis Local sports Other & Corporate Eliminations Consolidated

Revenue $ 2,887 $ 224 $ 3,056 $ 128 $ ( 161 ) (c) $ 6,134

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2022 Local media Tennis Local sports (c) Other & Corporate Eliminations Consolidated

Revenue $ 3,193 $ 217 $ 482 $ 95 $ ( 59 ) (b) $ 3,928

Media programming and production expenses 1,450 97 376 (d) 30 ( 11 ) 1,942

Media selling, general and administrative expenses 704 47 55 43 ( 37 ) 812

Depreciation of property and equipment and amortization of definite-lived intangible assets and other assets 243 21 54 7 ( 4 ) 321

Amortization of sports programming rights (e) — — 2,350 — — 2,350

Amortization of program contract costs 93 — — — — 93

Amortization of program costs 90 — — — — 90

Corporate general and administrative expenses 117 — 1 42 — 160

Gain on asset dispositions and other, net of impairment ( 23 ) (b) — ( 43 ) (b) ( 5 ) — ( 71 )

Operating income (loss) 388 (b) 71 ( 317 ) (b) ( 47 ) — 95

Gain on deconsolidation of subsidiary — — — ( 3,357 ) (e) — ( 3,357 )

Gain on asset dispositions and other, net of impairment ( 17 ) — — ( 47 ) — ( 64 )

Other segment items (a) 15 — — 36 ( 7 ) 44

Operating income (loss) $ 591 $ 52 $ ( 4 ) $ 3,341 $ — $ 3,980

Interest expense including amortization of debt discount and deferred financing costs $ 226 $ — $ 72 $ 6 $ ( 8 ) $ 296

Income (loss) from equity method investments — — 49 ( 4 ) — 45

Income from equity method investments — — 10 46 — 56

Gain on extinguishment of debt 3 — — — — 3

Other income (expense), net 28 1 ( 3 ) ( 153 ) ( 2 ) ( 129 )

Income before income taxes $ 3,614

Capital expenditures $ 96 $ 1 $ 2 $ 6 $ — $ 105

SINCLAIR, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(a) Includes $ 52 million and $ 39 million for the year ended December 31, 2023 and 2022, respectively, of revenue for services provided by local media under management services agreements after the Deconsolidation, which is not eliminated in consolidation.

(b) Local media includes gains of $ 8 million, $ 4 million, and $ 24 million related to reimbursements for spectrum repack costs for the years ended December 31, 2023, 2022, and 2021, respectively.

Local sports includes $ 43 million related to the fair value of equipment that we received for the C-Band spectrum repack for the year ended December 31, 2021.

Acquisitions and Dispositions of Assets.

(c) Includes $ 26 million, and $ 111 million of revenue for the years ended December 31, 2022 and 2021, respectively, for services provided by local media to local sports and other and $ 8 million, $ 12 million, and $ 35 million for the year ended December 31, 2023, 2022, and 2021, respectively, for services provided by other to local media, which are eliminated in consolidation.

(d) Represents the activity prior to the Deconsolidation on March 1, 2022.

(e) The amortization of sports programming rights is included within media programming and production expenses on our consolidated statements of operations.

(f) Represents the gain recognized on the Deconsolidation.

(a) Other segment items relate primarily to non-media expenses.

(b) Includes $ 13 million, $ 8 million, and $ 12 million for the years ended December 31, 2024, 2023, and 2022, respectively, of revenue for services provided by other to local media, which is eliminated in consolidation.

(d) Includes amortization of sports programming rights of $ 326 million for the year ended December 31, 2022.

(e) Represents the gain recognized as a result of the Deconsolidation.

FAIR VALUE MEASUREMENTS:

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N/A - Not applicable

(a) Consists of unrestricted warrants to acquire marketable common equity securities.

(a) Consists of warrants to acquire marketable common equity securities.

The fair value of the warrants are derived from the quoted trading prices of the underlying common equity securities less the exercise price.

(b) See Hedge Accounting within Note 1.

(b) The fair value of the interest rate swap was an asset as of both December 31, 2024 and December 31, 2023.

See Hedge Accounting within Note 1.

Nature of Operations and Summary of Significant Accounting Policies and Interest Rate Swap within Note 6.

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(c) Amounts are carried in our consolidated balance sheets net of debt discount and deferred financing costs, which are excluded in the above table, of $ 36 million and $ 46 million as of December 31, 2024 and 2023, respectively.

(d) On November 18, 2020, we entered into a commercial agreement with Bally's and received warrants and options to acquire common equity in the business.

During the years ended December 31, 2023, 2022, and 2021, we recorded a fair value adjus tment loss of $ 29 million, loss of $ 112 million, and loss of $ 50 million, respectively, related to these interests.

(d) Amounts primarily relate to warrants and options to acquire common equity in Bally’s.

For the years ended December 31, 2024, 2023, and 2022, we recorded a fair value ad justment gain of $ 19 million, loss of $ 29 million, and loss of $ 112 million, respectively, related to these interests.

The fair value of the warrants is primarily derived from the quoted trading prices of the underlying common equity.

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Measurement adjustments ( 29 )

Transfer to Level 2 ( 95 )

Fair Value at December 31, 2023 46

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SUBSEQUENT EVENTS:

On January 17, 2024, we announced that we 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, which settlement includes an amendment to the management services agreement between STG and DSG.

The settlement is subject to definitive documentation, including finalization of certain transition terms, and approval by the U.S.

Bankruptcy Court in Houston overseeing DSG’s chapter 11 case.

A motion for approval of the settlement was filed with the court on January 23, 2024.

On February 26, 2024, the court approved the settlement, subject to Sinclair and DSG completing definitive documentation.

Commitments and Contingencies for additional information regarding the settlement.

In February 2025, STG substantially completed a series of financing transactions (the “Transactions”), including a new money financing and debt recapitalization, which strengthened the Company’s balance sheet and better positioned it for long-term growth, as follows:

• STG issued $ 1,430 million aggregate principal amount of 8.125 % first-out first lien secured notes due 2033 (the “New First-Out Notes”), which mature on February 15, 2033.

• Approximately $ 711.4 million aggregate principal amount outstanding of Term Loan B-3 was exchanged on a dollar-for-dollar basis into second-out first lien Term Loan B-6 maturing December 31, 2029, issued under a new credit agreement (the “New Credit Agreement”) and bear interest at SOFR plus 3.30 % .

• All of the $ 731.3 million aggregate principal amount outstanding of Term Loan B-4 was exchanged into second-out first lien Term Loan B-7 maturing December 31, 2030, issued under the New Credit Agreement and bear interest at SOFR plus 4.10 % .

• $ 575 million of commitments under the existing revolving credit facility were exchanged into new first-out first lien revolving commitments (the “First-Out Revolving Credit Facility”) under the New Credit Agreement, which mature February 12, 2030 and borrowings thereunder will bear interest at SOFR plus 2.00 % .

• We expect $ 432 million of the existing 4.125 % Senior Secured Notes due 2030 will be exchanged into new 9.750 % senior secured second lien notes due 2033 (the “New Second Lien Notes”), which mature on February 15, 2033.

• Approximately $ 242 million of the existing 4.125 % Senior Secured Notes due 2030 are expected to be exchanged into new 4.375 % second-out first lien secured notes due 2032 (the “New Second-Out Notes”), which mature on December 31, 2032, pursuant to an exchange offer and consent solicitation which expires March 7, 2025, assuming all eligible holders tender thereunder.

Any existing 4.125 % Senior Secured Notes due 2030 held by eligible holders who do not tender have effectively become unsecured obligations as the related indenture was amended to release all liens on the collateral and eliminate substantially all covenants and certain events of default.

• The full $ 1,175 million outstanding balance of Term Loan B-2 was repaid in full.

• Approximately $ 63.6 million aggregate principal amount of 4.125 % Senior Secured Notes due 2030 were repurchased at 84 % of the principal amount.

• Approximately $ 104 million aggregate principal amount of 5.125 % Senior Notes due 2027 were repurchased at 97 % of the principal amount.

• The existing Bank Credit Agreement was amended concurrent with the Transactions and entering into the New Credit Agreement, subordinating the secured obligations thereunder and eliminating substantially all covenants and certain events of default.

As a result, the remaining $ 2.7 million of Term Loan B-3 and the remaining $ 75 million of commitments under the existing revolving credit facility are ranked as third lien obligations.

The New Credit Agreement and the indentures for the New First-Out Notes, New Second-Out Notes, and New Second Lien Notes (collectively, the “New Indentures”) contain certain restrictive covenants including, but not limited to, restrictions on indebtedness, liens, restricted payments (including repayment of certain subordinated debt), investments, mergers, consolidations, sales and other dispositions of assets and affiliate transactions.

These covenants are subject to a number of exceptions and limitations as described in the New Credit Agreement and New Indentures.

The New Credit Agreement and New Indentures also include events of default, including certain cross-default and cross-acceleration provisions with other debt of STG, customary for agreements of its type.

The First-Out Revolving Credit Facility includes a financial maintenance covenant, which requires the first-out first lien leverage ratio not to exceed 3.5 x, measured as of the end of each fiscal quarter, which is only applicable if more than 35 % of the capacity (as a percentage of total commitments) under the First-Out Revolving Credit Facility, measured as of the last day of each fiscal quarter, is utilized as of such date.

We are currently in the process of evaluating the impact to our financial statements related to the Transactions.

SINCLAIR BROADCAST GROUP, LLC

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Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2023, 2022, and 2021

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statement of Member’s Deficit for the Year Ended December 31, 2024, Consolidated Statement of Member’s Equity (Deficit) and Redeemable Noncontrolling Interests for the Year Ended December 31, 2023, and Consolidated Statement of (Deficit) Equity and Redeemable Noncontrolling Interests for the Year Ended December 31, 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022

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Report of Independent Registered Public Accounting Firm

To the Board of Managers of Sinclair Broadcast Group, LLC and to the Board of Directors of Sinclair, Inc.

To the Board of Managers and Member of Sinclair Broadcast Group, LLC

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Sinclair Broadcast Group, LLC and its subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, of comprehensive (loss) income, and of cash flows for each of the three years in the period ended December 31, 2023, of member’s equity (deficit) and redeemable noncontrolling interests for the year ended December 31, 2023, and of equity (deficit) and redeemable noncontrolling interests for each of the years ended December 31, 2022 and 2021, including the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Sinclair Broadcast Group, LLC and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, of comprehensive income (loss), and of cash flows for each of the three years in the period ended December 31, 2024, of member’s deficit for the year ended December 31, 2024, of member’s equity (deficit) and redeemable noncontrolling interests for the year ended December 31, 2023, and of (deficit) equity and redeemable noncontrolling interests for the year ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”).

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Total assets (a) $ 4,689 $ 4,837

LIABILITIES , REDEEMABLE NON-CONTROLLING INTERESTS, AND EQUITY

LIABILITIES AND EQUITY

Current Liabilities:

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Commitments and contingencies (See Note 11 )

Redeemable noncontrolling interests — 194

SBG member's (deficit) equity:

SBG member’s deficit:

Accumulated deficit ( 560 ) ( 865 )

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Total SBG member's deficit ( 558 ) ( 864 )

Old Sinclair shareholders' equity:

Old Sinclair Class A Common Stock, $ 0.01 par value, 500,000,000 shares authorized and 45,847,879 shares issued and outstanding as of December 31, 2022

Old Sinclair Class B Common Stock, $ 0.01 par value, 140,000,000 shares authorized and 23,775,056 shares issued and outstanding as of December 31, 2022, convertible into Old Sinclair Class A Common Stock

Additional paid-in capital — 624

Retained earnings — 122

Accumulated other comprehensive income — 1

Total Old Sinclair shareholders’ equity — 748

Noncontrolling interests ( 68 ) ( 64 )

Total (deficit) equity ( 928 ) 681

Total liabilities, redeemable noncontrolling interests, and equity $ 4,837 $ 6,704

Total deficit ( 626 ) ( 928 )

Total liabilities and deficit $ 4,689 $ 4,837

The accompanying notes are an integral part of these consolidated financial statements.

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Media selling, general and administrative expenses 742 719 812

Amortization of program contract costs 80 90 93

Amortization of program costs 74 80 90

Non-media expenses 8 24 44

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Total operating expenses (gains) 2,696 3,280 ( 52 )

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

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

OTHER INCOME (EXPENSE):

Interest expense including amortization of debt discount and deferred financing costs ( 304 ) ( 305 ) ( 296 )

Gain (loss) on extinguishment of debt 15 3 ( 7 )

Gain on extinguishment of debt 1 15 3

Income from equity method investments — 31 56

Other expense, net ( 43 ) ( 129 ) ( 14 )

Other income (expense), net 40 ( 43 ) ( 129 )

Total other expense, net ( 263 ) ( 302 ) ( 366 )

(Loss) income before income taxes ( 604 ) 3,614 ( 499 )

INCOME TAX BENEFIT (PROVISION) 359 ( 913 ) 173

NET (LOSS) INCOME ( 245 ) 2,701 ( 326 )

Income (loss) before income taxes 295 ( 604 ) 3,614

INCOME TAX (PROVISION) BENEFIT ( 60 ) 359 ( 913 )

NET INCOME (LOSS) 235 ( 245 ) 2,701

Net loss (income) attributable to redeemable noncontrolling interests — 4 ( 20 )

Net (income) loss attributable to the noncontrolling interests ( 6 ) ( 16 ) ( 29 )

NET (LOSS) INCOME ATTRIBUTABLE TO SBG $ ( 257 ) $ 2,652 $ ( 414 )

NET INCOME (LOSS) ATTRIBUTABLE TO SBG $ 229 $ ( 257 ) $ 2,652

The accompanying notes are an integral part of these consolidated financial statements.

SINCLAIR BROADCAST GROUP, LLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023, AND 2022

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2024 2023 2022

Net (loss) income $ ( 245 ) $ 2,701 $ ( 326 )

Net income (loss) $ 235 $ ( 245 ) $ 2,701

Unrealized gain on interest rate swap, net of taxes 1 — —

Adjustments to post-retirement obligations, net of taxes — — 3

Share of other comprehensive gain of equity method investments — — 3

Comprehensive (loss) income ( 245 ) 2,707 ( 318 )

Comprehensive income (loss) 236 ( 245 ) 2,707

Comprehensive loss (income) attributable to redeemable noncontrolling interests — 4 ( 20 )

Comprehensive income attributable to noncontrolling interests ( 6 ) ( 16 ) ( 29 )

Comprehensive (loss) income attributable to SBG $ ( 257 ) $ 2,658 $ ( 406 )

Comprehensive income (loss) attributable to SBG $ 230 $ ( 257 ) $ 2,658

The accompanying notes are an integral part of these consolidated financial statements.

SINCLAIR BROADCAST GROUP, LLC

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) AND REDEEMABLE NONCONTROLLING INTERESTS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

CONSOLIDATED STATEMENT OF (DEFICIT) EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

FOR THE YEAR ENDED DECEMBER 31, 2022

(In millions, except share data)

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Common Stock Additional

Capital Accumulated Deficit Accumulated

Comprehensive

Loss Noncontrolling

Interests Total Deficit

Shares Values Shares Values

BALANCE, December 31, 2020 $ 190 49,252,671 $ 1 24,727,682 $ — $ 721 $ ( 1,986 ) $ ( 10 ) $ 89 $ ( 1,185 )

Dividends declared and paid on Old Sinclair Class A and Class B Common Stock ($ 0.80 per share)

— — — — — — ( 60 ) — — ( 60 )

Old Sinclair Class B Common Stock converted into Old Sinclair Class A Common Stock — 952,626 — ( 952,626 ) — — — — — —

Repurchases of Old Sinclair Class A Common Stock — ( 2,438,585 ) — — — ( 61 ) — — — ( 61 )

Old Sinclair Class A Common Stock issued pursuant to employee benefit plans — 1,547,591 — — — 31 — — — 31

Distributions to noncontrolling interests, net ( 11 ) — — — — — — — ( 95 ) ( 95 )

Other comprehensive income — — — — — — — 8 — 8

Net income (loss) 18 — — — — — ( 414 ) — 70 ( 344 )

BALANCE, December 31, 2021 $ 197 49,314,303 $ 1 23,775,056 $ — $ 691 $ ( 2,460 ) $ ( 2 ) $ 64 $ ( 1,706 )

The accompanying notes are an integral part of these consolidated financial statements.

SINCLAIR BROADCAST GROUP, LLC

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) AND REDEEMABLE NONCONTROLLING INTERESTS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In millions, except share data)

Old Sinclair Shareholders

Redeemable Noncontrolling Interest Class A

Common Stock Class B

Common Stock Additional

Capital (Accumulated

Deficit) Retained Earnings Accumulated

Capital (Accumulated Deficit) Retained Earnings Accumulated

Comprehensive

(Loss) Income Noncontrolling

Interests Total (Deficit) Equity

Interests Total

(Deficit) Equity

Shares Values Shares Values

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(In millions, except share data)

Redeemable Noncontrolling Interests Old Class A

Noncontrolling

Interests Old Class A

Common Stock Old Class B

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Capital Retained Earnings (Accumulated Deficit) Accumulated

Comprehensive Income Noncontrolling

Interests Total Member's

Equity (Deficit)

Comprehensive

Income Noncontrolling

Interests Total Equity (Deficit)

Shares Values Shares Values

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Repurchase of redeemable subsidiary preferred equity ( 190 ) — — — — — — — — —

Distributions to noncontrolling interests — — — — — — — — ( 12 ) ( 12 )

Distributions to noncontrolling interests, net — — — — — — — — ( 12 ) ( 12 )

Net (loss) income ( 4 ) — — — — — ( 257 ) — 16 ( 241 )

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SINCLAIR BROADCAST GROUP, LLC

CONSOLIDATED STATEMENT OF MEMBER’S DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2024

(In millions)

Accumulated Deficit Accumulated

Comprehensive

Income Noncontrolling

Interests Total Deficit

BALANCE, December 31, 2023 $ ( 865 ) $ 1 $ ( 64 ) $ ( 928 )

Contributions from member, net 76 — — 76

Distributions to noncontrolling interests — — ( 10 ) ( 10 )

Other comprehensive income — 1 — 1

Net income 229 — 6 235

BALANCE, December 31, 2024 $ ( 560 ) $ 2 $ ( 68 ) $ ( 626 )

The accompanying notes are an integral part of these consolidated financial statements.

SINCLAIR BROADCAST GROUP, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income $ ( 245 ) $ 2,701 $ ( 326 )

Adjustments to reconcile net (loss) income to net cash flows from operating activities:

Net income (loss) $ 235 $ ( 245 ) $ 2,701

Adjustments to reconcile net income (loss) to net cash flows from operating activities:

Amortization of sports programming rights — — 326

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Depreciation of property and equipment 102 104 100

Amortization of program contract costs 80 90 93

Stock-based compensation 45 50 60

Deferred tax (benefit) provision ( 359 ) 906 ( 92 )

Amortization of program costs 74 80 90

Equity-based compensation 49 45 50

Deferred tax provision (benefit) 91 ( 359 ) 906

Gain on asset dispositions and other, net of impairment ( 14 ) ( 2 ) ( 11 )

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Income from equity method investments — ( 31 ) ( 56 )

Loss from investments 77 133 38

(Income) loss from investments ( 25 ) 77 133

Distributions from investments — 29 87

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Rebate payments to distributors — — ( 15 )

(Gain) loss on extinguishment of debt ( 15 ) ( 3 ) 7

Gain on extinguishment of debt ( 1 ) ( 15 ) ( 3 )

Changes in assets and liabilities, net of acquisitions, deconsolidation of subsidiary, and asset transfer to Ventures:

Decrease (increase) in accounts receivable 9 20 ( 187 )

(Increase) decrease in accounts receivable ( 20 ) 9 20

Decrease (increase) in prepaid expenses and other current assets 37 4 ( 96 )

Decrease in due from member 43 — —

Increase (decrease) in accounts payable and accrued and other current liabilities 486 ( 14 ) 113

Net change in due to/from member ( 3 ) 43 —

(Decrease) increase in accounts payable and accrued and other current liabilities ( 480 ) 486 ( 14 )

Net change in current and long-term net income taxes payable/receivable

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Net cash flows from operating activities 71 260 799

CASH FLOWS 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:

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Repurchase of redeemable subsidiary preferred equity — ( 190 ) —

Distributions to member ( 448 ) — —

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

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

Distributions to redeemable noncontrolling interests — — ( 6 )

Other, net — ( 3 ) ( 9 )

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Sinclair Broadcast Group, LLC (“SBG”), a Maryland limited liability company and a wholly owned subsidiary of Sinclair, Inc.

("Sinclair"), is a diversified media company with national reach and a strong focus on providing high-quality content on SBG's local television stations, digital platform, and, prior to the Deconsolidation (as defined below in Deconsolidation of Diamond Sports Intermediate Holdings LLC ), regional sports networks.

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

(“Sinclair”), is a diversified media company with national reach and a strong focus on providing high-quality content on SBG’s local television stations and digital platform.

The content, distributed through SBG’s 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 SBG and SBG owned networks.

Additionally, prior to the Reorganization (as defined below in Company Reorganization ) , SBG had interests in, owned, managed, and/or operated Tennis Channel, digital media companies, technical and software services companies, research and development companies 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, SBG had one reportable segment:

Prior to the Deconsolidation (as defined below in Deconsolidation of Diamond Sports Intermediate Holdings LLC ), SBG had one additional reportable segment, local sports.

The local media segment consists primarily of SBG’s 185 broadcast television stations in 86 markets, which SBG owns, provides programming and operating services pursuant to LMAs, or provides sales services and other non-programming operating services pursuant to other outsourcing agreements, such as JSAs and SSAs.

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For the purpose of this report, these 185 stations and 641 channels are referred to as SBG’s stations and channels.

On March 1, 2022, the Bally RSNs, Marquee, and YES Network were deconsolidated from SBG's financial statements.

See Deconsolidation of Diamond Sports Intermediate Holdings LLC below.

Through February 28, 2022, the Bally RSNs and Marquee are referred to as "the RSNs." The RSNs and YES Network own the exclusive rights to air, among other sporting events, the games of professional sports teams in designated local viewing areas.

Prior to the Deconsolidation on March 1, 2022 (as defined below in Deconsolidation of Diamond Sports Intermediate Holdings LLC ), SBG had one additional reportable segment, local sports.

This segment consisted of regional sports networks (“RSNs”), which owned the exclusive rights to air, among other sporting events, the games of professional sports teams in designated local viewing areas.

Principles of Consolidation

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We refer to the Share Exchange and the related steps described above collectively as the “Reorganization.” The Transferred Assets included technical and software services companies, intellectual property 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 well as Compulse, a marketing technology and managed services company, and Tennis Channel and related assets.

As a result of the Reorganization, SBG's consolidated statement of operations the year ended December 31, 2023 includes five months of activity related to the Transferred Assets prior to the Reorganization.

As a result of the Reorganization, SBG’s consolidated statements of operations the year ended December 31, 2023 includes five months of activity related to the Transferred Assets prior to the Reorganization.

Subsequent to June 1, 2023, the assets and liabilities of the Transferred Assets are no longer included within SBG’s consolidated balance sheets.

Any discussions related to results, operations, and accounting policies associated with the Transferred Assets are referring to the periods prior to the Reorganization.

The Reorganization is considered a transaction between entities under common control and therefore the Transferred Assets were transferred from SBG to Ventures at a net book value of $ 1,147 million during the year ended December 31, 2023, which is recognized in SBG's consolidated statements of equity and redeemable noncontrolling interests as a dividend to SBG's parent.

The Reorganization is considered a transaction between entities under common control and therefore the Transferred Assets were transferred from SBG to Ventures at a net book value of $ 1,147 million for the year ended December 31, 2023, which is recognized in SBG’s consolidated statement of member’s equity (deficit) and redeemable noncontrolling interests as a dividend to SBG’s parent.

Deconsolidation of Diamond Sports Intermediate Holdings LLC

On March 1, 2022, Old Sinclair's subsidiary Diamond Sports Intermediate Holdings, LLC, and certain of its subsidiaries (collectively "DSIH") completed a series of transactions (the "Transaction").

As part of the Transaction, the governance structure of DSIH was modified including changes to the composition of its Board of Managers, resulting in the SBG's loss of voting control.

As part of the DSIH Transaction, the governance structure of DSIH was modified including changes to the composition of its Board of Managers, resulting in the SBG’s loss of voting control.

As a result, DSIH, whose operations represented the entirety of SBG’s local sports segment, was deconsolidated from SBG’s consolidated financial statements effective as of March 1, 2022 (the “Deconsolidation”).

SBG's consolidated statement of operations for the year ended December 31, 2022 therefore includes two months of activity related to DSIH prior to the Deconsolidation.

SBG’s consolidated statements of operations for the year ended December 31, 2022 therefore includes two months of activity related to DSIH prior to the Deconsolidation.

Subsequent to February 28, 2022, the assets and liabilities of DSIH are no longer included within SBG’s consolidated balance sheets.

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Upon Deconsolidation, SBG recognized a gain before income taxes of approximately $ 3,357 million, which is recorded within gain on deconsolidation of subsidiary in SBG’s consolidated statements of operations for the year ended December 31, 2022.

During the year ended December 31, 2023, we recorded an adjustment to the deconsolidation gain of $ 10 million.

Subsequent to the Deconsolidation, SBG's equity ownership interest in DSIH is accounted for under the equity method of accounting.

Other Assets for more information.

For the year ended December 31, 2023, we recorded an adjustment to the deconsolidation gain of $ 10 million.

Use of Estimates

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The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

The guidance was effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

SBG adopted this guidance during the first quarter of 2023.

1 unchanged sentence

In November 2023, the FASB issued guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, applied retrospectively.

Early adoption is permitted.

SBG is currently evaluating the impact of this guidance.

The guidance was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, applied retrospectively.

Early adoption was permitted.

SBG adopted this guidance during the fourth quarter of 2024.

Segment Data for more information.

5 unchanged sentences

SBG is currently evaluating the impact of this guidance.

In November 2024, the FASB issued guidance requiring disclosure of disaggregated information about certain income statement expense line items.

The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

SBG is currently evaluating the impact of this guidance.

Cash and Cash Equivalents

1 unchanged sentence

Accounts Receivable

SBG regularly reviews accounts receivable and determine an appropriate estimate for the allowance for doubtful accounts based upon the impact of economic conditions on the merchant's ability to pay, past collection experience, and such other factors which, in management's judgment, deserve current recognition.

SBG regularly reviews accounts receivable and determines an appropriate estimate for the allowance for doubtful accounts based upon the impact of economic conditions on the merchant’s ability to pay, past collection experience, and such other factors which, in management’s judgment, deserve current recognition.

In turn, a provision is charged against earnings in order to maintain the appropriate allowance level.

6 unchanged sentences

Balance at end of period $ 5 $ 4 $ 5

As of December 31, 2023, two customers accounted for 10 % and 10 %, respectively, of our accounts receivable, net.

As of December 31, 2024, four customers accounted for 11 %, 10 %, 10 %, and 10 %, respectively, of SBG’s accounts receivable, net.

As of December 31, 2023, two customers accounted for 10 % and 10 %, respectively, of SBG’s accounts receivable, net.

As of December 31, 2022, one customer accounted for 13 % of SBG’s accounts receivable, net.

As of December 31, 2021, three customers accounted for 15 %, 15 %, and 12 %, respectively, of SBG's accounts receivable, net.