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What changed in Sinclair, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Sinclair, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+359 added−370 removedSource: 10-K (2025-02-26) vs 10-K (2024-02-29)

Top changes in Sinclair, Inc.'s 2024 10-K

359 paragraphs added · 370 removed · 261 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

102 edited+23 added−64 removed37 unchanged
Biggest changeSinclair Broadcast Group, LLC Sources and Uses of Cash The following table sets forth SBG's cash flows for the years ended December 31, 2023, 2022, and 2021 (in millions): 2023 2022 2021 Net cash flows from operating activities $ 260 $ 799 $ 327 Cash flow from (used in) investing activities: Acquisition of property and equipment $ (90) $ (105) $ (80) Spectrum repack reimbursements 8 4 24 Proceeds from the sale of assets — 9 43 Deconsolidation of subsidiary cash — (315) — Purchases of investments (39) (75) (256) Distributions from investments 204 99 26 Other, net 1 2 (3) Net cash flows from (used in) investing activities $ 84 $ (381) $ (246) Cash flows used in financing activities: Proceeds from notes payable and commercial bank financing $ — $ 728 $ 357 Repayments of notes payable, commercial bank financing, and finance leases (85) (863) (601) Repurchase of outstanding Old Sinclair Class A Common Stock (153) (120) (61) Dividends paid on Old Sinclair Class A and Class B Common Stock (18) (70) (60) Dividends paid on redeemable subsidiary preferred equity — (7) (5) Redemption of redeemable subsidiary preferred equity (190) — — Distribution to member (448) — — Distributions to noncontrolling interests (12) (12) (95) Distributions to redeemable noncontrolling interests — — (6) Other, net (3) (9) (53) Net cash flows used in financing activities $ (909) $ (353) $ (524) Operating Activities Net cash flows from SBG's operating activities decreased during the year ended December 31, 2023, when compared to the same period in 2022, primarily related to a decrease in cash collections related to political revenue and a decrease in cash collections from Distributors, as well as the partial period impact related to the Deconsolidation and Reorganization.
Biggest changeFinancing Activities Net cash flows used in Sinclair’s financing activities decreased for the year ended December 31, 2024, when compared to the same period in 2023, primarily due to the repurchase of outstanding Common Stock and the redeemable subsidiary preferred equity in the prior period and a decrease in the repayment of debt in the current period. 66 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Sinclair Broadcast Group, LLC Sources and Uses of Cash The following table sets forth SBG’s cash flows for the years ended December 31, 2024, 2023, and 2022 (in millions): 2024 2023 2022 Net cash flows from operating activities $ 71 $ 260 $ 799 Cash flows (used in) from investing activities: Acquisition of property and equipment $ (80) $ (90) $ (105) Deconsolidation of subsidiary cash — — (315) Purchases of investments (4) (39) (75) Distributions and proceeds from investments 43 204 99 Other, net 3 9 15 Net cash flows (used in) from investing activities $ (38) $ 84 $ (381) Cash flows used in financing activities: Proceeds from notes payable and commercial bank financing $ — $ — $ 728 Repayments of notes payable, commercial bank financing, and finance leases (61) (85) (863) Repurchase of outstanding Old Sinclair Class A Common Stock — (153) (120) Dividends paid on Old Sinclair Class A and Class B Common Stock — (18) (70) Dividends paid on redeemable subsidiary preferred equity — — (7) Repurchase of redeemable subsidiary preferred equity — (190) — Contributions from (distribution to) member, net 10 (448) — Distributions to noncontrolling interests (10) (12) (12) Other, net — (3) (9) Net cash flows used in financing activities $ (61) $ (909) $ (353) Operating Activities Net cash flows from SBG’s operating activities decreased for the year ended December 31, 2024, when compared to the same period in 2023, primarily due to the payment of the DSG litigation settlement and an increase in production and overhead costs, partially offset by an increase in cash collections related to political revenue and Distributors, as well as the impact of the Reorganization, as discussed in Company Reorganization under Note 1.
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates including those related to revenue recognition, goodwill and intangible assets, program contract costs, income taxes and variable interest entities.
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates including those related to revenue recognition, goodwill and intangible assets, program costs, income taxes and variable interest entities.
Future changes in operating and/or taxable income or other changes in facts and circumstances could significantly impact the ability to realize our deferred tax assets which could have a material effect on our consolidated financial statements. 54 Table of Contents Management periodically performs a comprehensive review of our tax positions, and we record a liability for unrecognized tax benefits if such tax positions are more likely than not to be sustained upon examination based on their technical merits, including the resolution of any appeals or litigation processes.
Future changes in operating and/or taxable income or other changes in facts and circumstances could significantly impact the ability to realize our deferred tax assets which could have a material effect on our consolidated financial statements. 53 Table of Contents Management periodically performs a comprehensive review of our tax positions, and we record a liability for unrecognized tax benefits if such tax positions are more likely than not to be sustained upon examination based on their technical merits, including the resolution of any appeals or litigation processes.
(c) Media expenses for the years ended December 31, 2023, 2022, and 2021 include $1 million, $11 million, and $1 million, respectively, of intercompany expenses primarily related to certain services provided by the local media segment, which are eliminated in consolidation.
(c) Media expenses for the years ended December 31, 2023 and 2022 include $1 million and $11 million, respectively, of intercompany expenses primarily related to certain services provided by the local media segment, which are eliminated in consolidation.
Any resulting impairment loss could have a material adverse impact on our consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows. Program Contract Costs . As discussed in Broadcast Television Programming under Note 1.
Any resulting impairment loss could have a material adverse impact on our consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows. Program Costs . As discussed in Broadcast Television Programming under Note 1.
However, certain factors, including but not limited to the war in Ukraine, conflict in the Middle East, and other geopolitical matters, natural disasters, and pandemics, and their resulting effect on the economy, Sinclair's and SBG's advertisers, and Sinclair's and SBG's Distributors and their subscribers, could affect Sinclair's and SBG's liquidity and first lien leverage ratio which could affect Sinclair's and SBG's ability to access the full borrowing capacity under the Bank Credit Agreement.
However, certain factors, including but not limited to the war in Ukraine, conflict in the Middle East, and other geopolitical matters, natural disasters, and pandemics, and their resulting effect on the economy, Sinclair’s and SBG’s advertisers, and Sinclair’s and SBG’s Distributors and their subscribers, could affect Sinclair’s and SBG’s liquidity and first lien leverage ratio which could affect Sinclair’s and SBG’s ability to access the full borrowing capacity under the New Credit Agreement.
Based on this analysis, the status of ongoing audits and the expiration of applicable statute of limitations, liabilities are adjusted as necessary. The resolution of audits is unpredictable and could result in tax liabilities that are significantly higher or lower than for what we have provided. See Note 12. Income Taxes within Sinclair's Consolidated Financial Statements and Note 11.
Based on this analysis, the status of ongoing audits and the expiration of applicable statute of limitations, liabilities are adjusted as necessary. The resolution of audits is unpredictable and could result in tax liabilities that are significantly higher or lower than for what we have provided. See Note 11. Income Taxes within Sinclair’s Consolidated Financial Statements and Note 10.
As of December 31, 2023 and 2022, a valuation allowance has been provided for deferred tax assets related to certain temporary basis differences, and a substantial amount of our available state net operating loss carryforwards based on past operating results, expected timing of the reversals of existing temporary basis differences, alternative tax strategies and projected future taxable income.
As of December 31, 2024 and 2023, a valuation allowance has been provided for deferred tax assets related to certain temporary basis differences, and a substantial amount of our available state net operating loss carryforwards based on past operating results, expected timing of the reversals of existing temporary basis differences, alternative tax strategies and projected future taxable income.
Network programming agreements may include variable fee components such as subscriber levels, which in certain circumstances have been estimated and reflected in the previous amounts based on current subscriber amounts. See Note 7. Notes Payable and Commercial Bank Financing , Note 8. Leases , and Note 9. Program Contracts within Sinclair's C onsolidated Financial Statements and Note 7.
Network programming agreements may include variable fee components such as subscriber levels, which in certain circumstances have been estimated and reflected in the previous amounts based on current subscriber amounts. See Note 6. Notes Payable and Commercial Bank Financing , Note 7. Leases , and Note 8. Program Contracts within Sinclair’s C onsolidated Financial Statements and Note 6.
All of these popularly viewed events can have an impact on our advertising revenues. 52 Table of Contents CRITICAL ACCOUNTING POLICIES AND ESTIMATES This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States.
All of these popularly viewed events can have an impact on our advertising revenues. 51 Table of Contents CRITICAL ACCOUNTING POLICIES AND ESTIMATES This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States.
If we conclude that it is more-likely-than-not that a reporting unit or an indefinite-lived intangible asset is impaired, we apply the quantitative assessment, which involves comparing the estimated fair value of the reporting unit or indefinite-lived intangible asset to its respective carrying value. See Impairment of Goodwill, Intangibles and Other Assets under Note 1.
If we conclude that it is more-likely-than-not that a reporting unit or an indefinite-lived intangible asset is impaired, we apply the quantitative assessment, which involves comparing the estimated fair value of the reporting unit or indefinite-lived intangible asset to its respective carrying value. See Impairment of Goodwill, Indefinite-lived Intangible Assets and Other Long-lived Assets under Note 1.
Income Taxes within Sinclair's Consolidated Financial Statements for further information. 63 Table of Contents SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS Any references to the first, second, third, or fourth quarters are to the three months ended March 31, June 30, September 30, or December 31, respectively, for the year being discussed.
Income Taxes within Sinclair’s Consolidated Financial Statements for further information. 60 Table of Contents SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS Any references to the first, second, third, or fourth quarters are to the three months ended March 31, June 30, September 30, or December 31, respectively, for the year being discussed.
The first and fourth quarter operating results are usually higher than the second and third quarters' because of the amount and significance of tournaments that are played during those periods. Consolidated Operating Data The following table sets forth certain of our consolidated operating data for the years ended December 31, 2023, 2022, and 2021 (in millions).
The first and fourth quarter operating results are usually higher than the second and third quarters’ because of the amount and significance of tournaments that are played during those periods. Consolidated Operating Data The following table sets forth certain of our consolidated operating data for the years ended December 31, 2024, 2023, and 2022 (in millions).
RESULTS OF OPERATIONS Any references to the first, second, third, or fourth quarters are to the three months ended March 31, June 30, September 30, or December 31, respectively, for the year being discussed. As of December 31, 2023, we had two reportable segments for accounting purposes, local media and tennis.
RESULTS OF OPERATIONS Any references to the first, second, third, or fourth quarters are to the three months ended March 31, June 30, September 30, or December 31, respectively, for the year being discussed. As of December 31, 2024, we had two reportable segments for accounting purposes, local media and tennis.
(d) Non-media expenses for the years ended December 31, 2023, 2022, and 2021 include $1 million, $7 million, and $8 million, respectively, of intercompany expenses related to certain services provided by the local media segment, which are eliminated in consolidation. (e) Represents the activity prior to the Reorganization on June 1, 2023.
(d) Non-media expenses for the years ended December 31, 2023 and 2022 include $1 million and $7 million, respectively, of intercompany expenses related to certain services provided by the local media segment, which are eliminated in consolidation. (e) Represents the activity prior to the Reorganization on June 1, 2023.
Transactions with Related Parties. We have determined that we conduct certain business-related transactions with related persons or entities. See Note 15. Related Person Transactions within Sinclair's Consolidated Financial Statements and Note 14. Related Person Transactions within SBG's Consolidated Financial Statements for discussion of these transactions. RECENT ACCOUNTING PRONOUNCEMENTS See Recent Accounting Pronouncements under Note 1.
Transactions with Related Parties. We have determined that we conduct certain business-related transactions with related persons or entities. See Note 14. Related Person Transactions within Sinclair’s Consolidated Financial Statements and Note 13. Related Person Transactions within SBG’s Consolidated Financial Statements for discussion of these transactions. RECENT ACCOUNTING PRONOUNCEMENTS See Recent Accounting Pronouncements under Note 1.
(c) Media expenses for the years ended December 31, 2023, 2022, and 2021 include $2 million, $7 million, and $1 million, respectively, of intercompany expenses primarily related to certain services provided by the local media segment, which are eliminated in consolidation.
(c) Media expenses for the years ended December 31, 2023 and 2022 include $2 million and $7 million, respectively, of intercompany expenses primarily related to certain services provided by the local media segment, which are eliminated in consolidation.
(b) Non-media revenues for the years ended December 31, 2023, 2022, and 2021 include $1 million, $10 million, and $7 million, respectively, of intercompany revenues related to certain services and sales provided to the local media segment, which are eliminated in consolidation.
(b) Non-media revenues for the years ended December 31, 2023 and 2022 include $1 million and $10 million, respectively, of intercompany revenues related to certain services and sales provided to the local media segment, which are eliminated in consolidation.
Under the Bank Credit Agreement, a financial maintenance covenant is only applicable if 35% or more of the capacity (as a percentage of total commitments) under the revolving credit facility, measured as of the last day of each fiscal quarter, is drawn under the revolving credit facility as of such date.
Under the Bank Credit Agreement, a financial maintenance covenant was only applicable if 35% or more of the capacity (as a percentage of total commitments) under the revolving credit facility, measured as of the last day of each fiscal quarter, was drawn under the revolving credit facility as of such date.
Sinclair anticipates that existing cash and cash equivalents and cash flow from the tennis segment and other's operations will be sufficient to satisfy the tennis segment and other's debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months.
Sinclair anticipates that existing cash and cash equivalents and cash flow from SBG, the tennis segment and other’s operations will be sufficient to satisfy SBG’s, the tennis segment and other’s debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months.
Local Media Segment Refer to Local Media Segment above under Sinclair's Results of Operations for a discussion of SBG's local media segment, which is the same as Sinclair's local media segment for all of the years ended December 31, 2023, 2022, and 2021.
Local Media Segment Refer to Local Media Segment above under Sinclair’s Results of Operations for a discussion of SBG’s local media segment, which is the same as Sinclair’s local media segment for all of the years ended December 31, 2024, 2023, and 2022.
Nature of Operations and Summary of Significant Accounting Policies within each of Sinclair's Consolidated Financial Statements and SBG's Consolidated Financial Statements for a discussion of recent accounting policies and their impact on Sinclair's and SBG's financial statements. 55 Table of Contents SINCLAIR, INC. RESULTS OF OPERATIONS SINCLAIR, INC.
Nature of Operations and Summary of Significant Accounting Policies within each of Sinclair’s Consolidated Financial Statements and SBG’s Consolidated Financial Statements for a discussion of recent accounting policies and their impact on Sinclair’s and SBG’s financial statements. 54 Table of Contents SINCLAIR, INC. RESULTS OF OPERATIONS SINCLAIR, INC.
Sinclair and SBG anticipate that existing cash and cash equivalents, cash flow from the local media segment's operations, and borrowing capacity under the Bank Credit Agreement will be sufficient to satisfy the local media segment's debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months.
Sinclair and SBG anticipate that existing cash and cash equivalents, cash flow from the local media segment’s operations, and borrowing capacity under the Amended Credit Agreement and the New Credit Agreement will be sufficient to satisfy the local media segment’s debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months.
As of December 31, 2023, Sinclair's consolidated balance sheet included $2,082 million and $150 million of goodwill and indefinite-lived intangible assets, respectively, and SBG's consolidated balance sheet included $2,016 million and $123 million of goodwill and indefinite-lived intangible assets, respectively.
As of December 31, 2024, Sinclair’s consolidated balance sheet included $2,082 million and $150 million of goodwill and indefinite-lived intangible assets, respectively, and SBG’s consolidated balance sheet included $2,016 million and $123 million of goodwill and indefinite-lived intangible assets, respectively.
(b) Non-media revenues for the years ended December 31, 2023, 2022, and 2021 include $6 million, $10 million, and $7 million, respectively, of intercompany revenues related to certain services and sales provided to the local media segment, which are eliminated in consolidation.
(b) Non-media revenues for the years ended December 31, 2024, 2023, and 2022 include $6 million, $6 million, and $10 million, respectively, of intercompany revenues related to certain services and sales provided to the local media segment, which are eliminated in consolidation.
(d) Non-media expenses for the years ended December 31, 2023, 2022, and 2021 include $4 million, $7 million, and $8 million, respectively, of intercompany expenses related to certain services provided by the local media segment, which are eliminated in consolidation. Revenue.
(d) Non-media expenses for the years ended December 31, 2024, 2023, and 2022 include $3 million, $4 million, and $7 million, respectively, of intercompany expenses related to certain services provided by the local media segment, which are eliminated in consolidation. Revenue.
Since there was no utilization under the revolving credit facility as of December 31, 2023, STG was not subject to the financial maintenance covenant under the Bank Credit Agreement. The Bank Credit Agreement contains other restrictions and covenants with which STG was in compliance as of December 31, 2023.
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 contained other restrictions and covenants with which STG was in compliance as of December 31, 2024.
Income Taxes within SBG's Consolidated Financial Statements , for further discussion of accrued unrecognized tax benefits. Variable Interest Entities ("VIEs"). As discussed in Note 14. Variable Interest Entities within Sinclair's Consolidated Financial Statements and Note 13.
Income Taxes within SBG’s Consolidated Financial Statements , for further discussion of accrued unrecognized tax benefits. Variable Interest Entities (“VIEs”). As discussed in Note 13. Variable Interest Entities within Sinclair’s Consolidated Financial Statements and Note 12.
Goodwill, Indefinite-Lived Intangible Assets, and Other Intangible Assets within each of Sinclair's Consolidated Financial Statements and SBG's Consolidated Financial Statements for further discussion of the significant judgments and estimates inherent in both qualitatively assessing whether impairment may exist and estimating the fair values of the reporting units and indefinite-lived intangible assets if a quantitative assessment is deemed necessary. 53 Table of Contents We are required to analyze our long-lived assets, including definite-lived intangible assets, for impairment.
Nature of Operations and Summary of Significant Accounting Policies within each of Sinclair’s Consolidated Financial Statements and SBG’s Consolidated Financial Statements for further discussion of the significant judgments and estimates inherent in both qualitatively assessing whether impairment may exist and estimating the fair values of the reporting units and indefinite-lived intangible assets if a quantitative assessment is deemed necessary. 52 Table of Contents We are required to analyze our long-lived assets, including definite-lived intangible assets, for impairment.
The Bank Credit Agreement includes a financial maintenance covenant, the first lien leverage ratio (as defined in the Bank Credit Agreement), which requires such ratio not to exceed 4.5x, measured as of the end of each fiscal quarter. As of December 31, 2023, the STG first lien leverage ratio was below 4.5x.
As of December 31, 2024, the Bank Credit Agreement included a financial maintenance covenant, the first lien leverage ratio (as defined in the Bank Credit Agreement), which required such ratio not to exceed 4.5x, measured as of the end of each fiscal quarter. As of December 31, 2024, the STG first lien leverage ratio was below 4.5x.
In addition to the sources described above, Sinclair and SBG may rely upon various sources for long-term liquidity needs, such as but not limited to, the issuance of long-term debt, the issuance of Sinclair equity, for Sinclair only, the issuance of Ventures equity or debt, or other instruments convertible into or exchangeable for Sinclair equity, or the sale of assets.
In addition to the sources described above, Sinclair and SBG may rely upon various sources for long-term liquidity needs, such as but not limited to, the issuance of long-term debt (including, for example, an accounts receivable securitization facility), the issuance of Sinclair equity, for Sinclair only, the issuance of Ventures equity or debt, or other instruments convertible into or exchangeable for Sinclair equity, or the sale of assets.
Nature of Operations and Summary of Significant Accounting Policies within each of Sinclair's Consolidated Financial Statements and SBG's Consolidated Financial Statements , we generate advertising revenue primarily from the sale of advertising spots/impressions on our broadcast television, digital platforms, and, prior to the Deconsolidation, the RSNs. Advertising revenue is recognized in the period in which the advertising spots/impressions are delivered.
Nature of Operations and Summary of Significant Accounting Policies within each of Sinclair’s Consolidated Financial Statements and SBG’s Consolidated Financial Statements , we generate advertising revenue primarily from the sale of advertising spots/impressions on our broadcast television, digital platforms, and, prior to the Deconsolidation, the RSNs.
(b) Includes $6 million and $4 million for the years ended December 31, 2023 and 2022, respectively, of intercompany revenue related to certain advertising services provided by the local media segment to the tennis segment, which is eliminated in consolidation.
(b) Includes $9 million, $6 million, and $4 million for the years ended December 31, 2024, 2023, and 2022, respectively, of intercompany revenue related to certain services provided to the tennis segment, which is eliminated in consolidation.
Cash on hand, cash generated by SBG's operations, and borrowing capacity under the Bank Credit Agreement are used as SBG's primary sources of liquidity.
As of December 31, 2024, cash on hand, cash generated by SBG’s operations, and borrowing capacity under the Bank Credit Agreement were used as SBG’s primary sources of liquidity.
Cash on hand, cash generated by Sinclair's operations, and borrowing capacity under the Bank Credit Agreement are used as Sinclair's primary sources of liquidity. As of December 31, 2023, SBG had net negative working capital of approximately $1 million, including $319 million in cash and cash equivalent balances and $650 million of available borrowing capacity.
As of December 31, 2024, cash on hand, cash generated by Sinclair’s operations, and borrowing capacity under the Bank Credit Agreement were used as Sinclair’s primary sources of liquidity. As of December 31, 2024, SBG had net working capital of approximately $447 million, including $291 million in cash and cash equivalent balances and approximately $650 million of available borrowing capacity.
RESULTS OF OPERATIONS Other The following table sets forth our revenue and expenses for our non-broadcast digital and internet solutions, technical services, and non-media investments (collectively, "Other") for the years ended December 31, 2023, 2022, and 2021 (in millions): Percent Change Increase / (Decrease) 2023 2022 2021 ‘23 vs.‘22 ‘22 vs.‘21 Revenue: Media revenues (a) $ 28 $ 51 $ 70 (45)% (27)% Non-media revenues (b) $ 34 $ 44 $ 58 (23)% (24)% Operating Expenses: Media expenses (c) $ 35 $ 73 $ 94 (52)% (22)% Non-media expenses (d) $ 39 $ 36 $ 65 8% (45)% Loss (gain) on asset dispositions and other, net of impairments $ 18 $ (12) $ (5) n/m n/m Operating loss $ (44) $ (9) $ (35) n/m (74)% Income (loss) from equity method investments $ 31 $ 46 $ (4) (33)% n/m n/m — not meaningful (a) Media revenues for the years ended December 31, 2023, 2022, and 2021 include $8 million, $12 million, and $35 million, respectively, of intercompany revenues related to certain services and sales provided to the local media segment, which are eliminated in consolidation.
Other The following table sets forth our revenue and expenses for our non-broadcast digital and internet solutions, technical sales and services, and non-media investments (collectively, “Other”) for the years ended December 31, 2024, 2023, and 2022 (in millions): Percent Change Increase / (Decrease) 2024 2023 2022 ‘24 vs.‘23 ‘23 vs.‘22 Revenue: Media revenues (a) $ 33 $ 28 $ 51 18% (45)% Non-media revenues (b) $ 43 $ 34 $ 44 26% (23)% Operating Expenses: Media expenses (c) $ 21 $ 35 $ 73 (40)% (52)% Non-media expenses (d) $ 48 $ 39 $ 36 23% 8% (Gain) loss on asset dispositions and other, net of impairments $ (2) $ 18 $ (12) n/m n/m Operating income (loss) $ 4 $ (44) $ (9) n/m n/m Income from equity method investments $ 121 $ 31 $ 46 n/m (33)% n/m — not meaningful (a) Media revenues for the years ended December 31, 2024, 2023, and 2022 include $13 million, $8 million, and $12 million, respectively, of intercompany revenues related to certain services and sales provided to the local media segment, which are eliminated in consolidation.
However, there can be no assurance that additional financing or capital or buyers of assets will be available, or that the terms of any transactions will be acceptable or advantageous to Sinclair or SBG.
However, there can be no assurance that additional financing or capital or buyers of assets will be available, or that the terms of any transactions will be acceptable or advantageous to Sinclair or SBG. 65 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Sinclair, Inc.
(c) Includes $8 million, $12 million, and $35 million for the years ended December 31, 2023, 2022, and 2021, respectively, of intercompany expense related to certain services provided to the local media segment from other, which is eliminated in consolidation. Revenues Distribution revenue.
(c) Includes $13 million, $8 million, and $12 million for the years ended December 31, 2024, 2023, and 2022, respectively, of intercompany expense related to certain services provided by other, which is eliminated in consolidation. Revenues Distribution revenue.
As of December 31, 2023, Sinclair's and SBG's significant contractual obligations include: Sinclair: • Total debt of Sinclair, defined as current and long-term notes payable, finance leases, and commercial bank financing, including finance leases of affiliates, of $4,175 million, including current debt, due within the next 12 months, of $36 million. • Interest due on Sinclair's total debt in the next twelve months of $298 million, including interest estimated on Sinclair's variable rate debt calculated at an effective weighted average interest rate of 8.42% as of December 31, 2023. • Sinclair's contractual amounts owed through the expiration date of the underlying agreement for active and future television program contracts, network programming rights, and Tennis programming rights of $1,632 million, including $779 million due within the next 12 months.
As of December 31, 2024, Sinclair’s and SBG’s significant contractual obligations included: Sinclair: • Total debt of Sinclair, defined as current and long-term notes payable, finance leases, and commercial bank financing, including finance leases of affiliates, of $4,129 million, including current debt, due within the next 12 months, of $38 million. • Interest due on Sinclair’s total debt in the next twelve months of $274 million, including interest estimated on Sinclair’s variable rate debt calculated at an effective weighted average interest rate of 7.66% as of December 31, 2024. • Sinclair’s contractual amounts owed through the expiration date of the underlying agreement for active and future television program contracts, network programming rights, and Tennis programming rights of $2,548 million, including $1,084 million due within the next 12 months.
Prior to the Deconsolidation, we had one additional reportable segment for accounting purposes, local sports. Seasonality / Cyclicality The operating results of our local media segment are usually subject to cyclical fluctuations from political advertising. In even numbered years, political spending is usually significantly higher than in odd numbered years due to advertising expenditures preceding local and national elections.
As of December 31, 2024, SBG had one reportable segment for accounting purposes, local media. Seasonality / Cyclicality The operating results of SBG’s local media segment are usually subject to cyclical fluctuations from political advertising. In even numbered years, political spending is usually significantly higher than in odd numbered years due to advertising expenditures preceding local and national elections.
The increase in the effective tax rate from 2022 to 2023 is primarily due to the 2023 benefit from the release of valuation allowance on deferred tax assets relating to deductibility of interest expense under the IRC Section 163(j). The 2021 income tax benefit for SBG’s pre-tax loss of $499 million resulted in an effective tax rate of 34.7%.
The 2023 income tax benefit for SBG’s pre-tax loss of $604 million resulted in an effective tax rate of 59.4%. The decrease in the effective tax rate from 2023 to 2024 is primarily due to the 2023 benefit from the release of valuation allowance on deferred tax assets relating to deductibility of interest expense under the IRC Section 163(j).
The amortization of program contract costs decreased $10 million during 2023, when compared to the same period in 2022, and $3 million during 2022, when compared to the same period in 2021, primarily related to reduced programming costs. Corporate general and administrative expenses. See explanation under Corporate and Unallocated Expenses. Non-media expenses.
Amortization of program costs. The amortization of program costs decreased $6 million during 2024, when compared to the same period in 2023, primarily due to reduced programming costs. Corporate general and administrative expenses. See explanation under Corporate and Unallocated Expenses. Non-media expenses.
Corporate and Unallocated Expenses The following table presents SBG's corporate and unallocated expenses for the years ended December 31, 2023, 2022, and 2021 (in millions): Percent Change Increase/ (Decrease) 2023 2022 2021 ‘23 vs.‘22 ‘22 vs.‘21 Corporate general and administrative expenses $ 654 $ 160 $ 170 n/m (6)% Loss (gain) on deconsolidation of subsidiary $ 10 $ (3,357) $ — n/m n/m Other expense, net $ (43) $ (129) $ (14) n/m n/m Income tax benefit (provision) $ 359 $ (913) $ 173 n/m n/m n/m — not meaningful Corporate general and administrative expenses .
Corporate and Unallocated Expenses The following table presents SBG’s corporate and unallocated expenses for the years ended December 31, 2024, 2023, and 2022 (in millions): Percent Change Increase/ (Decrease) 2024 2023 2022 ‘24 vs.‘23 ‘23 vs.‘22 Corporate general and administrative expenses $ 123 $ 654 $ 160 (81)% n/m Loss (gain) on deconsolidation of subsidiary $ — $ 10 $ (3,357) n/m n/m Income tax (provision) benefit $ (60) $ 359 $ (913) n/m n/m n/m — not meaningful Corporate general and administrative expenses .
RESULTS OF OPERATIONS Corporate and Unallocated Expenses The following table presents our corporate and unallocated expenses for the years ended December 31, 2023, 2022, and 2021 (in millions): Percent Change Increase/ (Decrease) 2023 2022 2021 ‘23 vs.‘22 ‘22 vs.‘21 Corporate general and administrative expenses $ 694 $ 160 $ 170 n/m (6)% Loss (gain) on deconsolidation of subsidiary $ 10 $ (3,357) $ — n/m n/m Other expense, net $ (45) $ (129) $ (14) (65)% n/m Income tax benefit (provision) $ 358 $ (913) $ 173 n/m n/m n/m — not meaningful Corporate general and administrative expenses .
RESULTS OF OPERATIONS Corporate and Unallocated Expenses The following table presents our corporate and unallocated expenses for the years ended December 31, 2024, 2023, and 2022 (in millions): Percent Change Increase/ (Decrease) 2024 2023 2022 ‘24 vs.‘23 ‘23 vs.‘22 Corporate general and administrative expenses $ 185 $ 694 $ 160 (73)% n/m Loss (gain) on deconsolidation of subsidiary $ — $ 10 $ (3,357) n/m n/m Income tax (provision) benefit $ (76) $ 358 $ (913) n/m n/m n/m — not meaningful Corporate general and administrative expenses .
Other Events • In January 2024, Sinclair announced that it has agreed, subject to Sinclair and DSG completing definitive documentation, to a global settlement and release of all claims associated with the litigation filed by DSG and DSG’s wholly-owned subsidiary, Diamond Sports Net, LLC, in July 2023. The settlement terms include Sinclair’s cash payment to DSG of $495 million.
Other Events • In January 2024, Sinclair announced that it has agreed, subject to Sinclair and Diamond Sports Group, LLC (“DSG”) completing definitive documentation, to a global settlement and release of all claims associated with the litigation filed by DSG and DSG’s wholly-owned subsidiary, Diamond Sports Net, LLC, in July 2023 and on March 1, 2024, the court approved the settlement.
Years Ended December 31, 2023 2022 2021 Media revenues $ 2,968 $ 3,894 $ 6,083 Non-media revenues 10 34 51 Total revenues 2,978 3,928 6,134 Media programming and production expenses 1,543 1,942 4,291 Media selling, general and administrative expenses 719 812 908 Depreciation and amortization expenses 252 321 591 Amortization of program contract costs 80 90 93 Non-media expenses 24 44 57 Corporate general and administrative expenses 654 160 170 Loss (gain) on deconsolidation of subsidiary 10 (3,357) — Gain on asset dispositions and other, net of impairment (2) (64) (71) Operating (loss) income $ (302) $ 3,980 $ 95 Net (loss) income attributable to SBG $ (257) $ 2,652 $ (414) A discussion regarding SBG's financial results and operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 and for the year ended December 31, 2022 compared to the year ended December 31, 2021 is presented below.
Years Ended December 31, 2024 2023 2022 Media revenues $ 3,254 $ 2,968 $ 3,894 Non-media revenues — 10 34 Total revenues 3,254 2,978 3,928 Media programming and production expenses 1,536 1,543 1,942 Media selling, general and administrative expenses 742 719 812 Depreciation and amortization expenses 231 252 321 Amortization of program costs 74 80 90 Non-media expenses 8 24 44 Corporate general and administrative expenses 123 654 160 Loss (gain) on deconsolidation of subsidiary — 10 (3,357) Gain on asset dispositions and other, net of impairment (18) (2) (64) Operating income (loss) $ 558 $ (302) $ 3,980 Net income (loss) attributable to SBG $ 229 $ (257) $ 2,652 A discussion regarding SBG’s financial results and operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 is presented below.
The table above and the explanation that follows cover total consolidated corporate general and administrative expenses. Corporate general and administrative expenses increased by $494 million during 2023, when compared to the same period in 2022, primarily due to an increase in legal, consulting, and regulatory costs, primarily related to the litigation discussed under Note 12.
The table above and the explanation that follows cover total consolidated corporate general and administrative expenses. Corporate general and administrative expenses decreased $509 million in 2024, when compared to the same period in 2023, primarily due to a decrease in legal, consulting, and regulatory costs, primarily related to the litigation discussed under Note 12.
Income Taxes within the SBG's C onsolidated Financial Statements for further information. 66 Table of Contents LIQUIDITY AND CAPITAL RESOURCES LIQUIDITY AND CAPITAL RESOURCES As of December 31, 2023, Sinclair had net working capital of approximately $372 million, including $662 million in cash and cash equivalent balances and $650 million of available borrowing capacity.
Income Taxes within SBG’s Consolidated Financial Statements for further information. 63 Table of Contents LIQUIDITY AND CAPITAL RESOURCES LIQUIDITY AND CAPITAL RESOURCES As of December 31, 2024, Sinclair had net working capital of approximately $880 million, including $697 million in cash and cash equivalent balances and approximately $650 million of available borrowing capacity.
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.
Core and political advertising revenue is recognized in the period in which the advertising spots/impressions are delivered. In arrangements where we provide audience ratings guarantees, to the extent that there is a ratings shortfall, we will defer a proportionate amount of revenue until the ratings shortfall is settled through the delivery of additional advertising.
RESULTS OF OPERATIONS Tennis Segment The following table sets forth our revenue and expenses for our tennis segment for the periods presented (in millions): Percent Change Increase / (Decrease) 2023 2022 2021 ‘23 vs.‘22 ‘22 vs.‘21 Revenue: Distribution revenue $ 189 $ 179 $ 192 6% (7)% Advertising revenue 37 33 29 12% 14% Other media revenues 2 5 3 (60)% 67% Media revenues $ 228 $ 217 $ 224 5% (3)% Operating Expenses: Media programming and production expenses $ 115 $ 97 $ 92 19% 5% Media selling, general and administrative expenses (a) $ 41 $ 47 $ 40 (13)% 18% Depreciation and amortization expenses $ 21 $ 21 $ 21 —% —% Operating income $ 50 $ 52 $ 71 (4)% (27)% (a) Includes $6 million and $4 million for years ended December 31, 2023 and 2022, respectively, of intercompany expense related to certain advertising services provided by the local media segment, which is eliminated in consolidation.
Tennis Segment The following table sets forth our revenue and expenses for our tennis segment for the periods presented (in millions): Percent Change Increase / (Decrease) 2024 2023 2022 ‘24 vs.‘23 ‘23 vs.‘22 Revenue: Distribution revenue $ 203 $ 189 $ 179 7% 6% Core advertising revenue 39 37 33 5% 12% Other media revenues 5 2 5 n/m (60)% Media revenues $ 247 $ 228 $ 217 8% 5% Operating Expenses: Media programming and production expenses $ 125 $ 115 $ 97 9% 19% Media selling, general and administrative expenses (a) 53 41 47 29% (13)% Depreciation and amortization expenses 21 21 21 —% —% Corporate general and administrative expenses 2 1 — n/m n/m Operating income $ 46 $ 50 $ 52 (8)% (4)% n/m - not meaningful (a) Includes $9 million, $6 million, and $4 million for years ended December 31, 2024, 2023, and 2022 , respectively, of intercompany expense related to certain advertising services provided by the local media segment, which is eliminated in consolidation.
Local Sports Segment Refer to Local Sports Segment above under Sinclair's Results of Operations for a discussion of SBG's local sports segment, which is the same as Sinclair's local sports segment for the years ended December 31, 2022 and 2021. 64 Table of Contents SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS Other The following table sets forth SBG's revenue and expenses for tennis, non-broadcast digital and internet solutions, technical services, and non-media investments (collectively, "Other") for the years ended December 31, 2023, 2022, and 2021 (in millions): Percent Change Increase / (Decrease) 2023 2022 2021 ‘23 vs.‘22 ‘22 vs.‘21 Revenue: (e) Distribution revenue $ 76 $ 179 $ 192 (58)% (7)% Advertising revenue 29 74 93 (61)% (20)% Other media revenues 3 15 9 (80)% 67% Media revenues (a) $ 108 $ 268 $ 294 (60)% (9)% Non-media revenues (b) $ 11 $ 44 $ 58 (75)% (24)% Operating Expenses: Media expenses (c) $ 86 $ 217 $ 226 (60)% (4)% Non-media expenses (d) $ 10 $ 36 $ 65 (72)% (45)% Loss (gain) on asset dispositions and other, net of impairments $ 13 $ (12) $ (5) n/m n/m Operating income $ — $ 43 $ 36 n/m 19% Income (loss) from equity method investments $ 31 $ 46 $ (4) (33)% n/m n/m — not meaningful (a) Media revenues for the years ended December 31, 2023, 2022, and 2021 include $3 million, $12 million, and $35 million, respectively, of intercompany revenues related to certain services and sales provided to the local media segment, which are eliminated in consolidation.
As of December 31, 2024 and for the year ended December 31, 2024 there were no restricted subsidiaries that were non-guarantors (as defined in the Bank Credit Agreement) of SBG. 61 Table of Contents SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS Other The following table sets forth SBG’s revenue and expenses for tennis, non-broadcast digital and internet solutions, technical services, and non-media investments (collectively, “Other”) for the years ended December 31, 2023 and 2022 (in millions): Percent Change Increase / (Decrease) 2023 2022 ‘23 vs.‘22 Revenue: (e) Distribution revenue $ 76 $ 179 (58)% Core advertising revenue 29 74 (61)% Other media revenues 3 15 (80)% Media revenues (a) $ 108 $ 268 (60)% Non-media revenues (b) $ 11 $ 44 (75)% Operating Expenses: Media expenses (c) $ 86 $ 217 (60)% Non-media expenses (d) $ 10 $ 36 (72)% Loss (gain) on asset dispositions and other, net of impairments $ 13 $ (12) n/m Operating income $ — $ 43 n/m Income from equity method investments $ 31 $ 46 (33)% n/m — not meaningful (a) Media revenues for the years ended December 31, 2023 and 2022 include $3 million and $12 million, respectively, of intercompany revenues related to certain services and sales provided to the local media segment, which are eliminated in consolidation.
Years Ended December 31, 2023 2022 2021 Media revenues $ 3,106 $ 3,894 $ 6,083 Non-media revenues 28 34 51 Total revenues 3,134 3,928 6,134 Media programming and production expenses 1,611 1,942 4,291 Media selling, general and administrative expenses 747 812 908 Depreciation and amortization expenses 271 321 591 Amortization of program contract costs 80 90 93 Non-media expenses 49 44 57 Corporate general and administrative expenses 694 160 170 Loss (gain) on deconsolidation of subsidiary 10 (3,357) — Loss (gain) on asset dispositions and other, net of impairment 3 (64) (71) Operating (loss) income $ (331) $ 3,980 $ 95 Net (loss) income attributable to Sinclair $ (291) $ 2,652 $ (414) A discussion regarding our financial results and operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 and for the year ended December 31, 2022 compared to the year ended December 31, 2021 is presented below. 56 Table of Contents SINCLAIR, INC.
Years Ended December 31, 2024 2023 2022 Media revenues $ 3,511 $ 3,106 $ 3,894 Non-media revenues 37 28 34 Total revenues 3,548 3,134 3,928 Media programming and production expenses 1,661 1,611 1,942 Media selling, general and administrative expenses 794 747 812 Depreciation and amortization expenses 250 271 321 Amortization of program costs 74 80 90 Non-media expenses 53 49 44 Corporate general and administrative expenses 185 694 160 Loss (gain) on deconsolidation of subsidiary — 10 (3,357) (Gain) loss on asset dispositions and other, net of impairment (20) 3 (64) Operating income (loss) $ 551 $ (331) $ 3,980 Net income (loss) attributable to Sinclair $ 310 $ (291) $ 2,652 A discussion regarding our financial results and operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 is presented below.
During the year ended December 31, 2023, STG purchased $30 million aggregate principal amount of the Term Loan B-2 for consideration of $26 million. In January 2024, STG purchased $27 million aggregate principal amount of the Term Loan B-2 for consideration of $25 million.
In January 2024, STG purchased $27 million aggregate principal amount of the Term Loan B-2 for consideration of $25 million.
RESULTS OF OPERATIONS Local Media Segment The following table sets forth our revenue and expenses for our local media segment for the years ended December 31, 2023, 2022, and 2021 (in millions): Percent Change Increase / (Decrease) 2023 2022 2021 ‘23 vs.‘22 ‘22 vs.‘21 Revenue: Distribution revenue $ 1,491 $ 1,531 $ 1,476 (3)% 4% Advertising revenue 1,236 1,518 1,230 (19)% 23% Other media revenue (a) 139 144 181 (3)% (20)% Media revenues (b) $ 2,866 $ 3,193 $ 2,887 (10)% 11% Operating Expenses: Media programming and production expenses $ 1,488 $ 1,450 $ 1,389 3% 4% Media selling, general and administrative expenses (c) 694 704 644 (1)% 9% Depreciation and amortization expenses 243 243 248 —% (2)% Amortization of program contract costs 80 90 93 (11)% (3)% Corporate general and administrative expenses 134 117 148 15% (21)% Non-media expenses 14 15 — (7)% n/m Gain on asset dispositions and other, net of impairment (14) (17) (23) (18)% (26)% Operating income $ 227 $ 591 $ 388 (62)% 52% Interest expense including amortization of debt discount and deferred financing costs $ 305 $ 226 $ 183 35% 23% Gain (loss) on extinguishment of debt $ 15 $ 3 $ (7) n/m n/m n/m - not meaningful (a) Includes $26 million and $111 million for the years ended December 31, 2022 and 2021, respectively, of intercompany revenue related to certain services provided by the local media segment to other and the local sports segment, prior to the Deconsolidation, under management services agreements, which was eliminated in consolidation, and $52 million and $39 million of revenue for the years ended December 31, 2023 and 2022, respectively, for services provided by the local media segment under management services agreements after the Deconsolidation, which is not eliminated in consolidation.
RESULTS OF OPERATIONS Local Media Segment The following table sets forth our revenue and expenses for our local media segment for the years ended December 31, 2024, 2023, and 2022 (in millions): Percent Change Increase / (Decrease) 2024 2023 2022 ‘24 vs.‘23 ‘23 vs.‘22 Revenue: Distribution revenue $ 1,543 $ 1,491 $ 1,531 4% (3)% Core advertising revenue 1,152 1,192 1,186 (3)% 1% Political advertising revenue 405 44 332 n/m (87)% Other media revenue (a) 154 139 144 11% (3)% Media revenues (b) $ 3,254 $ 2,866 $ 3,193 14% (10)% Operating Expenses: Media programming and production expenses $ 1,536 $ 1,488 $ 1,450 3% 3% Media selling, general and administrative expenses (c) 742 694 704 7% (1)% Depreciation and amortization expenses 231 243 243 (5)% —% Amortization of program costs 74 80 90 (8)% (11)% Corporate general and administrative expenses 117 134 117 (13)% 15% Non-media expenses 8 14 15 (43)% (7)% Gain on asset dispositions and other, net of impairment (18) (14) (17) 29% (18)% Operating income $ 564 $ 227 $ 591 n/m (62)% Interest expense including amortization of debt discount and deferred financing costs $ 304 $ 305 $ 226 —% 35% Gain on extinguishment of debt $ 1 $ 15 $ 3 (93)% n/m Other income, net $ 40 $ 33 $ 28 21% 18% n/m - not meaningful (a) Includes $26 million for the year ended December 31, 2022 of intercompany revenue related to certain services provided by the local media segment to other and the local sports segment, prior to the Deconsolidation, under management services agreements, which is eliminated in consolidation.
Expenses Media programming and production expenses. Media programming and production expenses increased $38 million during 2023, when compared to the same period in 2022, primarily related to an increase in fees pursuant to network affiliation agreements as a result of increased contractual rates, and an increase in employee compensation cost.
Media programming and production expenses increased $48 million in 2024, when compared to the same period in 2023, primarily due to an increase in fees pursuant to network affiliation agreements as a result of increased contractual rates and an increase in information technology cost. Media selling, general and administrative expenses.
Sources and Uses of Cash The following table sets forth Sinclair's cash flows for the years ended December 31, 2023, 2022, and 2021 (in millions): 2023 2022 2021 Net cash flows from operating activities $ 235 $ 799 $ 327 Cash flow from (used in) investing activities: Acquisition of property and equipment $ (92) $ (105) $ (80) Spectrum repack reimbursements 8 4 24 Proceeds from the sale of assets 1 9 43 Deconsolidation of subsidiary cash — (315) — Purchases of investments (72) (75) (256) Distributions from investments 206 99 26 Other, net 1 2 (3) Net cash flows from (used in) investing activities $ 52 $ (381) $ (246) Cash flows used in financing activities: Proceeds from notes payable and commercial bank financing $ — $ 728 $ 357 Repayments of notes payable, commercial bank financing, and finance leases (85) (863) (601) Repurchase of outstanding Class A Common Stock (153) (120) (61) Dividends paid on Class A and Class B Common Stock (65) (70) (60) Dividends paid on redeemable subsidiary preferred equity — (7) (5) Redemption of redeemable subsidiary preferred equity (190) — — Distributions to noncontrolling interests (13) (12) (95) Distributions to redeemable noncontrolling interests — — (6) Other, net (3) (9) (53) Net cash flows used in financing activities $ (509) $ (353) $ (524) Operating Activities Net cash flows from Sinclair's operating activities decreased during the year ended December 31, 2023, when compared to the same period in 2022, primarily related to a decrease in cash collections related to political revenue and a decrease in cash collections from Distributors, as well as the partial period impact related to the Deconsolidation.
Sources and Uses of Cash The following table sets forth Sinclair’s cash flows for the years ended December 31, 2024, 2023, and 2022 (in millions): 2024 2023 2022 Net cash flows from operating activities $ 98 $ 235 $ 799 Cash flow from (used in) investing activities: Acquisition of property and equipment $ (84) $ (92) $ (105) Deconsolidation of subsidiary cash — — (315) Purchases of investments (50) (72) (75) Distributions and proceeds from investments 203 206 99 Other, net 8 10 15 Net cash flows from (used in) investing activities $ 77 $ 52 $ (381) Cash flows used in financing activities: Proceeds from notes payable and commercial bank financing $ — $ — $ 728 Repayments of notes payable, commercial bank financing, and finance leases (61) (85) (863) Repurchase of outstanding Class A Common Stock — (153) (120) Dividends paid on Class A and Class B Common Stock (66) (65) (70) Dividends paid on redeemable subsidiary preferred equity — — (7) Repurchase of redeemable subsidiary preferred equity — (190) — Distributions to noncontrolling interests (12) (13) (12) Other, net (1) (3) (9) Net cash flows used in financing activities $ (140) $ (509) $ (353) Operating Activities Net cash flows from Sinclair’s operating activities decreased for the year ended December 31, 2024, when compared to the same period in 2023, primarily due to the payment of the DSG litigation settlement and an increase in production and overhead costs, partially offset by an increase in cash collections related to political revenue and Distributors.
Gain on extinguishment of debt. During the year ended December 31, 2023, we purchased $64 million in aggregate principal across multiple tranches of debt and recognized a gain on extinguishment of approximately $15 million. See Bank Credit Agreement and STG Notes under Note 7.
For the year ended December 31, 2023, we repurchased $64 million in aggregate principal across multiple tranches of debt and recognized a gain on extinguishment of approximately $15 million. See Bank Credit Agreement and STG Notes under Note 6. Notes Payable and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements . Other income, net.
Non-media expenses increased $15 million during 2022, when compared to the same period in 2021, primarily related to an increase in expenses associated with our broadcast technology related initiatives. Depreciation and amortization expenses.
Non-media expenses decreased $6 million during 2024, when compared to the same period in 2023, primarily related to a decrease in expenses associated with our broadcast technology related initiatives. Depreciation and amortization expenses.
The FCC "must-carry" rules only apply to a station's primary digital stream. • Seasonal advertising increases within our local media segment occur in the second and fourth quarters due to the anticipation of certain seasonal and holiday spending by consumers. • Broadcasters have found ways to increase returns on their news programming initiatives while continuing to maintain locally produced content through the use of news sharing arrangements. • 'Big Tech' has begun offering OTT platforms. • Broadcast networks have begun launching and expanding their own DTC platforms. • Advertising revenue on digital platforms continues to grow. • Advertising revenue related to the Summer Olympics occurs in even numbered years, with the exception of 2020 which was postponed due to COVID-19 and took place in Summer 2021.
The FCC “must-carry” rules only apply to a station’s primary digital stream. • Seasonal advertising increases within our local media segment occur in the second and fourth quarters due to the anticipation of certain seasonal and holiday spending by consumers. • Broadcasters have found ways to increase returns on their news programming initiatives while continuing to maintain locally produced content through the use of news sharing arrangements. • Viewership of content on connected or smart TV’s continues to rise which has led to the shifting of advertising spend to this content from other forms of media. • Professional sporting events have begun to migrate back to broadcast television. • Big Tech (such as Alphabet, Amazon, Apple, Meta, and Microsoft) has begun offering OTT platforms. • Broadcast networks have begun launching and expanding their own DTC platforms. • Advertising revenue on digital platforms continues to grow. • Advertising revenue related to the Summer Olympics occurs in even numbered years.
During the year ended December 31, 2023, we recognized a loss of $12 million related to the sale of Stadium. During the year ended December 31, 2022, we recognized a gain of $14 million related to one of our investments.
For the year ended December 31, 2023, we recognized a loss of $12 million related to the sale of Stadium. Income from equity method investments.
RESULTS OF OPERATIONS The following table sets forth our primary types of programming and their approximate percentages of advertising revenue, excluding digital revenue, for the periods presented: Percent of Advertising Revenue (Excluding Digital) for the Twelve Months Ended December 31, 2023 2022 2021 Local news 34% 35% 32% Syndicated/Other programming 28% 27% 30% Network programming 18% 21% 21% Sports programming 16% 13% 12% Paid programming 4% 4% 5% The following table sets forth our affiliate percentages of advertising revenue for the years ended December 31, 2023, 2022, and 2021: # of Percent of Advertising Revenue for the Twelve Months Ended December 31, Channels 2023 2022 2021 ABC 40 29% 28% 29% FOX 55 24% 22% 23% CBS 30 20% 19% 19% NBC 25 12% 17% 13% CW 47 5% 5% 5% MNT 39 4% 3% 4% Other 404 6% 6% 7% Total 640 Other media revenue.
The following table sets forth our affiliate percentages of advertising revenue for the years ended December 31, 2024, 2023, and 2022: # of Percent of Advertising Revenue Channels 2024 2023 2022 ABC 40 27% 29% 28% FOX 55 23% 24% 22% CBS 30 20% 20% 19% NBC 24 16% 12% 17% CW 47 4% 5% 5% MNT 39 3% 4% 3% Other 406 7% 6% 6% Total 641 Other media revenue.
Other media revenue decreased $5 million in 2023, when compared to the same period in 2022, primarily due to a decrease related to providing certain services under management service agreements.
Other media revenue increased $15 million in 2024, when compared to the same period in 2023, primarily due to an increase related to providing certain services under management service agreements. Expenses Media programming and production expenses.
SBG: • Total debt of SBG, defined as current and long-term notes payable, finance leases, and commercial bank financing, including finance leases of affiliates, of $4,160 million, including current debt, due within the next 12 months, of $36 million. • Interest due on SBG's total debt in the next twelve months of $298 million, including interest estimated on SBG's variable rate debt calculated at an effective weighted average interest rate of 8.42% as of December 31, 2023. • SBG's contractual amounts owed through the expiration date of the underlying agreement for active and future television program contracts and network programming rights of $1,205 million, including $711 million due within the next 12 months.
Network programming agreements may include variable fee components such as subscriber levels, which in certain circumstances have been estimated and reflected in the previous amounts based on current subscriber amounts. 64 Table of Contents LIQUIDITY AND CAPITAL RESOURCES SBG: • Total debt of SBG, defined as current and long-term notes payable, finance leases, and commercial bank financing, including finance leases of affiliates, of $4,129 million, including current debt, due within the next 12 months, of $38 million. • Interest due on SBG’s total debt in the next twelve months of $274 million, including interest estimated on SBG’s variable rate debt calculated at an effective weighted average interest rate of 7.66% as of December 31, 2024. • SBG’s contractual amounts owed through the expiration date of the underlying agreement for active and future television program contracts and network programming rights of $2,172 million, including $1,023 million due within the next 12 months.
The increase in the effective tax rate from 2022 to 2023 is primarily due to the 2023 benefit from the release of valuation allowance on deferred tax assets relating to deductibility of interest expense under the Internal Revenue Code ("IRC") Section 163(j).
The 2023 income tax benefit for our pre-tax loss of $637 million resulted in an effective tax rate of 56.3%. The decrease in the effective tax rate from 2023 to 2024 is primarily due to the 2023 benefit from the release of valuation allowance on deferred tax assets relating to deductibility of interest expense under the IRC Section 163(j).
If our estimates of future advertising revenues decline, amortization expense could be accelerated or fair value adjustments may be required. Fair Value Measurements of Investments in Bally's Securities. As discussed in Note 6. Other Assets and Note 18. Fair Value Measurements within Sinclair's Consolidated Financial Statements , we entered into a commercial agreement with Bally’s Corporation on November 18, 2020.
If our estimates of future advertising revenues decline, amortization expense could be accelerated or fair value adjustments may be required. Fair Value Measurements of Investments in Bally’s Securities. As discussed in Note 5. Other Assets and Note 17.
As part of this arrangement, we received warrants and options to acquire common equity in the business. These financial instruments are measured each period at fair value.
Fair Value Measurements within Sinclair’s Consolidated Financial Statements , we entered into a commercial agreement with Bally’s Corporation (“Bally’s”) on November 18, 2020. As part of this arrangement, we received warrants and options to acquire common equity in the business. These financial instruments are measured each period at fair value.
Non-media expenses decreased $29 million during 2022, when compared to the same period in 2021, primarily due to the sale of Triangle in the second quarter of 2021 and a decrease in expenses related to our technical services business. Loss (gain) on asset dispositions and other, net of impairments .
Non-media expenses increased $9 million during 2024, when compared to the same period in 2023, primarily due to an increase in expenses related to our technical services business and an increase in expenses associated with higher broadcast equipment sales. (Gain) loss on asset dispositions and other, net of impairments .
Media revenues decreased $23 million during 2023, when compared to the same period in 2022, primarily due to the sale of our Stadium network (Stadium). Media revenues decreased $19 million during 2022, when compared to the same period in 2021, primarily due to a decrease in advertising revenue.
Media revenues increased $5 million during 2024, when compared to the same period in 2023, primarily due to an increase in advertising revenue related to our digital initiatives of $10 million, offset by a decrease in revenue due the sale of the Stadium Network (“Stadium”) of $4 million.
Interest expense including amortization of debt discount and deferred financing costs. Interest expense increased by $79 million in 2023, when compared to the same period in 2022, and $43 million in 2022, when compared to the same period in 2021, primarily due to increased interest expense related to our variable rate debt as a result of higher interest rates.
Interest expense decreased by $1 million in 2024, when compared to the same period in 2023, primarily due to decreased interest expense related to our variable rate debt as a result of lower interest rates. Gain on extinguishment of debt.
Non-media revenues decreased $14 million during 2022, when compared to the same period in 2021, primarily due to the sale of Triangle in the second quarter of 2021. Expenses. Media expenses decreased $9 million during 2022, when compared to the same period in 2021, primarily due to our digital businesses.
Non-media revenues increased $9 million during 2024, when compared to the same period in 2023, primarily due to an increase in broadcast equipment sales. Expenses. Media expenses decreased $14 million during 2024, when compared to the same period in 2023, primarily due to the sale of Stadium.
Nature of Operations and Summary of Significant Accounting Policies and Note 5.
Nature of Operations and Summary of Significant Accounting Policies within SBG’s Consolidated Financial Statements .
As of December 31, 2023, we had a net deferred tax liability of $252 million as compared to a net deferred tax liability of $610 million as of December 31, 2022.
As of December 31, 2024, we had a net deferred tax liability of $335 million as compared to a net deferred tax liability of $252 million as of December 31, 2023. The increase in net deferred tax liability primarily relates to changes in tax basis of our investment in DSIH.
In even numbered years, political spending is usually significantly higher than in odd numbered years due to advertising expenditures preceding local and national elections. Additionally, every four years, political spending is usually elevated further due to advertising expenditures preceding the presidential election.
Seasonality / Cyclicality The operating results of our local media segment are usually subject to cyclical fluctuations from political advertising. In even numbered years, political spending is usually significantly higher than in odd numbered years due to advertising expenditures preceding local and national elections.
Under the terms of the settlement, Sinclair will provide transition services to DSG to allow DSG to become a self-standing entity going forward. 51 Table of Contents Industry Trends • During the last few years, the number of subscribers to Distributor services in the United States has been declining, as technological advancements have driven changes in consumer behavior and have empowered consumers to seek more control over when, where, and how they consume news, sports, and other entertainment, including through the so-called "cutting the cord" and other consumption strategies. • The Distributor industry has continued to undergo significant consolidation, which gives top Distributors purchasing power. • vMVPDs have continued to gain increasing importance and have quickly become a critical segment of the market.
On January 2, 2025, DSG announced that it had emerged from bankruptcy, at which time, Sinclair’s and SBG’s equity interest in DSG was terminated. • In December 2024, Sinclair acquired SK Telecom's stake in CAST.ERA, previously a joint venture with the leading mobile operator in South Korea, to develop wireless, cloud infrastructure and artificial intelligence technologies related to NextGen Broadcasting. 50 Table of Contents Industry Trends • During the last few years, the number of subscribers to Distributor services in the United States has been declining, as technological advancements have driven changes in consumer behavior and have empowered consumers to seek more control over when, where, and how they consume news, sports, and other entertainment, including through the so-called “cutting the cord” and other consumption strategies. • The Distributor industry has continued to undergo significant consolidation, which gives top Distributors negotiating power. • vMVPDs have continued to gain increasing importance and have quickly become a critical segment of the market.
As of December 31, 2022, we had $17 million of gross unrecognized tax benefits, all of which, if recognized, would favorably affect our effective tax rate. We recognized $1 million and $2 million of income tax expense for interest related to uncertain tax positions for the years ended December 31, 2023 and 2022, respectively. See Note 12.
We recognized $1 million of income tax expense for interest related to uncertain tax positions for both of the years ended December 31, 2024 and 2023. See Note 11.
Also, the second and fourth quarters' operating results are usually higher than the first and third quarters' operating results because advertising expenditures are increased in anticipation of certain seasonal and holiday spending by consumers. Consolidated Operating Data The following table sets forth certain of SBG's consolidated operating data for the years ended December 31, 2023, 2022, and 2021 (in millions).
Additionally, every four years, political spending is usually elevated further due to advertising expenditures preceding the presidential election. Also, the second and fourth quarters’ operating results are usually higher than the first and third quarters’ operating results because advertising expenditures are increased in anticipation of certain seasonal and holiday spending by consumers.
Corporate general and administrative expenses increased by $534 million during 2023, when compared to the same period in 2022, primarily due to a $495 million litigation settlement accrual related to the DSG litigation, an $18 million increase in legal, consulting, and regulatory costs, primarily related to the litigation discussed under Note 13.
The table above and the explanation that follows cover total consolidated corporate general and administrative expenses. Corporate general and administrative expenses decreased $531 million in 2024, when compared to the same period in 2023, primarily due to a decrease in legal, consulting, and regulatory costs, primarily related to the litigation discussed under Note 11.
For the year ending December 31, 2024, Sinclair expects capital expenditures to be within the range of $110 million to $117 million, primarily related to station technical, maintenance, and building projects, and SBG expects capital expenditures to be within the range of $107 million to $114 million, primarily related to station technical, maintenance, and building projects. 67 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Sinclair and SBG have various contractual obligations which are recorded as liabilities in Sinclair's and SBG's consolidated financial statements, such as notes payable, finance leases, and commercial bank financing; operating leases; and active television program contracts.
Sinclair and SBG have various contractual obligations which are recorded as liabilities in Sinclair’s and SBG’s consolidated financial statements, such as notes payable, finance leases, and commercial bank financing; operating leases; and active television program contracts.
As of December 31, 2022, SBG had $17 million of gross unrecognized tax benefits, all of which, if recognized, would favorably affect SBG’s effective tax rate. SBG recognized less than $1 million and $2 million of income tax expense for interest related to uncertain tax positions for the years ended December 31, 2023 and 2022, respectively. See Note 11.
SBG recognized $1 million of income tax expense for interest related to uncertain tax positions for both of the years ended December 31, 2024 and 2023. See Note 10.
Advertising revenue increased $288 million in 2022, when compared to the same period in 2021, primarily due to an increase in political advertising revenue, as 2022 was a political year, compared to 2021 which was a non-political year. 57 Table of Contents SINCLAIR, INC.
Political advertising revenue increased $361 million in 2024, when compared to the same period in 2023, primarily due to 2024 being a presidential political year, compared to 2023 which was an off-year election cycle, and therefore only had a small number of political races and correspondingly less political advertising spend. 56 Table of Contents SINCLAIR, INC.

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Biggest changeEnvironmental Responsibility Our mission is to identify and implement ways to reduce our impact on the environment through the education and engagement of internal and external audiences around sustainable solutions that can be adopted. We have accelerated actions within our organization to lessen our use of electricity over time and to measure and eventually report on our electricity usage.
Biggest changeOur news team hosts News Reporter and Producer Academies, a series of interactive, virtual workshops for college students interested in pursuing careers in journalism, including reporting, producing, and weather. 25 Table of Contents Environmental Responsibility Our mission is to identify and implement ways to reduce our impact on the environment through the education and engagement of internal and external audiences around sustainable solutions that can be adopted.
The FCC's network non-duplication rules allow local broadcast, network affiliated stations to require that cable operators black out duplicate network programming carried on distant signals. Both rules are subject to various exceptions and limitations.
The FCC’s network non-duplication rules allow local broadcast, network affiliated stations to require that cable operators black out duplicate network programming carried on distant signals. Both rules are subject to various exceptions and limitations.
In a number of markets in which we own or program stations affiliated with a network, a station that is affiliated with the same network in a nearby market is carried on cable systems in our markets. Such significantly viewed signals are not subject to black out pursuant to the FCC's network non-duplication rules.
In a number of markets in which we own or program stations affiliated with a network, a station that is affiliated with the same network in a nearby market is carried on cable systems in our markets. Such significantly viewed signals are not subject to black out pursuant to the FCC’s network non-duplication rules.
The carriage of two network stations on the same cable system could result in a decline of viewership, adversely affecting the revenues of our owned or programmed stations.
The carriage of two network stations on the same cable system could result in a decline of viewership, adversely affecting the revenues of our owned or programmed stations.
Our employee compensation includes market-competitive pay; a 401(k) plan; an employee stock purchase plan; healthcare benefits; three weeks minimum paid time off; family leave, including six weeks of paid parental leave; and employer paid life and disability insurance. We continue to improve our compensation offerings.
Compensation. Our employee compensation includes market-competitive pay; a 401(k) plan; an employee stock purchase plan; healthcare benefits; three weeks minimum paid time off; family leave, including six weeks of paid parental leave; and employer paid life and disability insurance. We continue to improve our compensation offerings.
We remain committed to finding the best representation to drive success in the organization in the years ahead. Diversity of thought, skills, background, and experience are important elements the Company looks for in its leadership team. The Board includes a regulatory committee and a nominating and corporate governance committee.
We remain committed to finding the best representation to drive success in the organization in the years ahead. Diversity of thought, skills, background, and experience are important elements the Company looks for in its leadership team. The Board includes a regulatory, nominating and corporate governance committee.
In May 2020, the FCC revised its good faith negotiation rules to specify that certain small MVPDs can meet the obligation to negotiate in good faith by negotiating with a large station group through a qualified MVPD buying group and that large station groups have an obligation to negotiate in good faith with such MVPD buying groups.
In May 2020, the FCC revised its good faith negotiation rules to specify that certain small MVPDs can meet the obligation to negotiate in good faith by negotiating with a large station group through a qualified MVPD buying group and that large station groups have an obligation to negotiate in good faith with such MVPD buying groups.
These increased disclosure obligations have required and may continue to require us to implement new practices and reporting processes, and have created, and will continue to create, additional compliance risk. These increased disclosure obligations could also cause us to incur increased costs to track, measure and report on the results of these practices and could impact our operating results negatively.
These increased disclosure obligations have required and may continue to require us to implement new practices and reporting processes, and have created, and will continue to create, additional compliance risk. These increased disclosure obligations could also cause us to incur increased costs to track, measure, and report on the results of these practices and could negatively impact our operating results.
This proceeding is pending and we cannot predict when or how the FCC will resolve that rulemaking. 19 Table of Contents Digital Television FCC rules provide that television broadcast licensees may use their digital television ("DTV") channels for a wide variety of services such as HD television, multiple standard definition television programming, audio, data, and other types of communications, subject to the requirement that each broadcaster provide at least one free video channel equal in quality to the current technical standard and further subject to the requirement that broadcasters pay a fee of 5% of gross revenues from any DTV ancillary or supplementary service for which there is a subscription fee or for which the licensee receives a fee from a third party.
This proceeding is pending and we cannot predict when or how the FCC will resolve that rulemaking. 19 Table of Contents Digital Television FCC rules provide that television broadcast licensees may use their digital television (“DTV”) channels for a wide variety of services such as HD television, multiple standard definition television programming, audio, data, and other types of communications, subject to the requirement that each broadcaster provide at least one free video channel equal in quality to the current technical standard and further subject to the requirement that broadcasters pay a fee of 5% of gross revenues from any DTV ancillary or supplementary service for which there is a subscription fee or for which the licensee receives a fee from a third party.
The pendency and indeterminacy of the outcome of these ownership rules and the CIDs, which may limit our ability to provide services to additional or existing stations pursuant to licenses, LMAs, outsourcing agreements or otherwise, expose us to a certain amount of volatility, particularly if the outcomes are adverse to us.
The pendency and indeterminacy of the outcome of these ownership rules, which may limit our ability to provide services to additional or existing stations pursuant to licenses, LMAs, outsourcing agreements or otherwise, expose us to a certain amount of volatility, particularly if the outcomes are adverse to us.
For more information on the risks, see " The FCC's multiple ownership rules and federal antitrust regulation may limit our ability to operate multiple television stations in some markets and may result in a reduction in our revenue or prevent us from reducing costs.
For more information on the risks, see “ The FCC’s multiple ownership rules and federal antitrust regulation may limit our ability to operate multiple television stations in some markets and may result in a reduction in our revenue or prevent us from reducing costs.
Commitments and Contingencies within the Consolidated Financial Statements, on May 22, 2020, the FCC released an Order and Consent Decree pursuant to which we agreed to pay $48 million and implement a four year compliance plan to resolve various matters and on September 21, 2022 issued a Notice of Apparent Liability (NAL) alleging violations of the FCC’s limits on commercial matter in children’s television programming and proposing a forfeiture of $2.7 million against the Company, and fines ranging from $20,000 to $26,000 per station for other licensees covered by the NAL (including certain stations with whom the Company has an LMA, JSA, and/or SSA), for a total of $3.4 million.
Commitments and Contingencies within the Consolidated Financial Statements, on May 22, 2020, the FCC released an Order and Consent Decree pursuant to which we agreed to pay $48 million and implement a four year compliance plan to resolve various matters (which compliance plan terminated on May 29, 2024) and on September 21, 2022 issued a Notice of Apparent Liability (NAL) alleging violations of the FCC’s limits on commercial matter in children’s television programming and proposing a forfeiture of $2.7 million against the Company, and fines ranging from $20,000 to $26,000 per station for other licensees covered by the NAL (including certain stations with whom the Company has an LMA, JSA, and/or SSA), for a total of $3.4 million.
We also compete for viewers and advertisers with OTT and DTC, mobile media, radio, motion picture, home video, stadiums and arenas, podcasts, outdoor advertising and other sources of information and entertainment and advertising services.
We also compete for viewers, listeners and advertisers with OTT and DTC, mobile media, radio, motion picture, home video, stadiums and arenas, podcasts, outdoor advertising and other sources of information and entertainment and advertising services.
On June 20, 2023, the FCC adopted a Third Report and Order and Fourth Further Notice of Proposed Rulemaking that (1) generally adopted the proposals to allow a Next Gen TV station to seek modification of its license to include certain multicast streams that are aired on host stations; (2) extended the sunsets of the substantially similar rule for simulcast streams and the requirement to comply with the ATSC A/322 standard on primary ATSC 3.0 streams to July 17, 2027; and (3) sought comment on the current marketplace for ATSC 3.0 standard essential patents and the ability of third parties to develop products that rely upon them.
On June 20, 2023, the FCC adopted a Third Report and Order and Fourth Further Notice of Proposed Rulemaking that (1) generally adopted the proposals to allow a NextGen TV station to seek modification of its license to include certain multicast streams that are aired on host stations; (2) extended the sunsets of the substantially similar rule for simulcast streams and the requirement to comply with the ATSC A/322 standard on primary ATSC 3.0 streams to July 17, 2027; and (3) sought comment on the current marketplace for ATSC 3.0 standard essential patents and the ability of third parties to develop products that rely upon them.
If the FCC requires us to terminate the existing arrangements, we may enter into one or more alternative arrangements. Any such arrangements may be on terms that are less beneficial to us than the existing arrangements. See Changes in the Rules of Television Ownership, Local Marketing Agreements, Joint Sales Agreements, Retransmission Consent Negotiations, and National Ownership Cap under Note 13.
If the FCC requires us to terminate the existing arrangements, we may enter into one or more alternative arrangements. Any such arrangements may be on terms that are less beneficial to us than the existing arrangements. See Changes in the Rules of Television Ownership, Local Marketing Agreements, Joint Sales Agreements, Retransmission Consent Negotiations, and National Ownership Cap under Note 12.
Although we generally purchase programming content from others rather than produce such content ourselves, our program suppliers engage the services of writers, directors, actors and on-air and other talent, trade employees, and others, some of whom are subject to these collective bargaining agreements. Approximately 590 of our employees and freelance employees are represented by labor unions under collective bargaining agreements.
Although we generally purchase programming content from others rather than produce such content ourselves, our program suppliers engage the services of writers, directors, actors and on-air and other talent, trade employees, and others, some of whom are subject to these collective bargaining agreements. Approximately 580 of our employees and freelance employees are represented by labor unions under collective bargaining agreements.
As discussed in Local Marketing and Outsourcing Agreements under Federal Regulation of Television Broadcasting within Item 1. Business certain of our stations have entered into outsourcing or joint sales agreements ("JSAs") pursuant to which we may sell more than 15% of advertising time on a separately owned television station in the same market.
As discussed in Local Marketing and Outsourcing Agreements under Federal Regulation of Television Broadcasting within Item 1. Business certain of our stations have entered into outsourcing or joint sales agreements (“JSAs”) pursuant to which we may sell more than 15% of advertising time on a separately owned television station in the same market.
In December 2022, the FCC adopted the 2018 Quadrennial Ownership Order and declined to reconsider JSA attribution. The 2022 Quadrennial Regulatory Review proceeding remains pending. We have entered into JSAs whereby 34 stations provide various non-programming related services such as sales, operational and managerial services to or by other stations within the same markets.
In December 2022, the FCC adopted the 2018 Quadrennial Ownership Order and declined to reconsider JSA attribution. The 2022 Quadrennial Regulatory Review proceeding remains pending. We have entered into JSAs whereby 34 stations provide various non-programming related services such as sales, operational, and managerial services to other stations within the same markets.
However, future losses of Distributors, continued elevated level of subscriber erosion, and any other factors that cause a deterioration in our financial results could result in future impairments charges. For additional information regarding impairments to our goodwill and intangible assets, see Valuation of Goodwill and Indefinite-Lived Intangible Assets under Critical Accounting Policies and Estimates within
However, future losses of Distributors, continued elevated level of subscriber erosion, and any other factors that cause a deterioration in our financial results could result in future impairments charges. For additional information regarding impairments to our goodwill and intangible assets, see Valuation of Goodwill and Indefinite-Lived Intangible Assets under Critical Accounting Policies and Estimates within Item 7.
We are subject to such rules regardless of whether the programming is produced by us or by third parties. Violation of the indecency, children's programming, closed captioning or sponsorship identification rules could potentially subject us to penalties, license revocation, or renewal or qualification proceedings. For example, as described under Litigation within FCC Litigation Matters under Note 13.
We are subject to such rules regardless of whether the programming is produced by us or by third parties. Violation of the indecency, children’s programming, closed captioning or sponsorship identification rules could potentially subject us to penalties, license revocation, or renewal or qualification proceedings. For example, as described under Litigation within FCC Matters under Note 12.
The FCC rules governing "good faith" retransmission consent negotiations provide that, among other things, it is a per se violation of the statutory duty to negotiate in good faith for a television broadcast station to negotiate retransmission consent jointly with another station in the same market if the stations are not commonly owned.
The FCC rules governing “good faith” retransmission consent negotiations provide that, among other things, it is a per se violation of the statutory duty to negotiate in good faith for a television broadcast station to negotiate retransmission consent jointly with another station in the same market if the stations are not commonly owned.
Pandemics, such as the COVID-19 pandemic, and public health emergencies have affected and may, in the future, adversely affect our businesses. We experienced adverse business impacts relating to advertising sales, the suspension of content production, delays in the creation and availability of our programming, and other negative effects on our business due to the COVID-19 pandemic.
Pandemics, such as the COVID-19 pandemic, and public health emergencies have affected and may, in the future, adversely affect our businesses. We experienced adverse business impacts relating to advertising sales, the suspension of content production, delays in the creation and availability of our programming, and other negative effects on our business during the COVID-19 pandemic.
Acquisitions involve inherent risks, such as increasing leverage and debt service requirements and combining company cultures and facilities, and we may not be able to successfully implement effective cost controls, achieve expected synergies, or increase revenues as a result of an acquisition.
Acquisitions and investments involve inherent risks, such as increasing leverage and debt service requirements and combining company cultures and facilities, and we may not be able to successfully implement effective cost controls, achieve expected synergies, or increase revenues as a result of an acquisition or investment.
In adopting fiscal year 2020 appropriations legislation, Congress allowed STELAR to sunset on December 31, 2019 but made permanent STELAR’s (1) requirements that broadcasters and Distributors negotiate retransmission content in good faith and (2) distant signal satellite license provisions for recreational vehicles, truckers, tailgaters and short markets. 18 Table of Contents Must-Carry / Retransmission Consent Television broadcasters are required to make triennial elections to exercise either certain "must-carry" or "retransmission consent" rights in connection with their carriage by cable systems in each broadcaster’s local market.
In adopting fiscal year 2020 appropriations legislation, Congress allowed STELAR to sunset on December 31, 2019 but made permanent STELAR’s (1) requirements that broadcasters and Distributors negotiate retransmission content in good faith and (2) distant signal satellite license provisions for recreational vehicles, truckers, tailgaters and short markets. 18 Table of Contents Must-Carry / Retransmission Consent Television broadcasters are required to make triennial elections to exercise either certain “must-carry” or “retransmission consent” rights in connection with their carriage by cable systems in each broadcaster’s local market.
Approximately 590 employees are represented by labor unions under certain collective bargaining agreements. We support our employees by ensuring that we provide a fair, ethical, and safe workplace. • We take pride in our practices to ensure the safety, health, and well-being of our employees.
Approximately 580 employees are represented by labor unions under certain collective bargaining agreements. We support our employees by ensuring that we provide a fair, ethical, and safe workplace. • We take pride in our practices to ensure the safety, health, and well-being of our employees.
As of December 31, 2021, we provide services under exempted LMAs to eight television stations owned by third parties. See Note 14. Variable Interest Entities within the Consolidated Financial Statements for further discussion of our LMAs which we consolidate as variable interest entities.
As of December 31, 2021, we provide services under exempted LMAs to eight television stations owned by third parties. See Note 13. Variable Interest Entities within the Consolidated Financial Statements for further discussion of our LMAs which we consolidate as variable interest entities.
The proposed rulemaking sought comment on new factors and evidence to consider in its evaluation of claims of bad faith negotiation, including service interruptions prior to a "marquee sports or entertainment event," restrictions on online access to broadcast programming during negotiation impasses, broadcasters' ability to offer bundles of broadcast signals with other broadcast stations or cable networks, and broadcasters’ ability to invoke the FCC’s exclusivity rules during service interruptions.
The proposed rulemaking sought comment on new factors and evidence to consider in its evaluation of claims of bad faith negotiation, including service interruptions prior to a “marquee sports or entertainment event,” restrictions on online access to broadcast programming during negotiation impasses, broadcasters’ ability to offer bundles of broadcast signals with other broadcast stations or cable networks, and broadcasters’ ability to invoke the FCC’s exclusivity rules during service interruptions.
Moreover, technological advances and regulatory changes affecting programming delivery through fiber optic lines, video compression, and new wireless uses could lower entry barriers for new video channels and encourage the further development of increasingly specialized "niche" programming.
Moreover, technological advances and regulatory changes affecting programming delivery through fiber optic lines, video compression, and new wireless uses could lower entry barriers for new video channels and encourage the further development of increasingly specialized “niche” programming.
For additional information, refer to Television Markets and Stations within Item 1. Business. See Note 14. Variable Interest Entities within the Consolidated Financial Statements for further discussion of our JSAs which we consolidate as variable interest entities.
For additional information, refer to Television Markets and Stations within Item 1. Business. See Note 13. Variable Interest Entities within the Consolidated Financial Statements for further discussion of our JSAs which we consolidate as variable interest entities.
The FCC's prohibition on certain joint retransmission consent negotiations and the possible elimination or modification of the network non-duplication and syndicated exclusivity protection rules may affect our ability to sustain our current level of 28 Table of Contents distribution revenues or grow such revenues in the future and could have an adverse effect on our business, financial condition and results of operations.
The FCC’s prohibition on certain joint retransmission consent negotiations and the possible elimination or modification of the network non-duplication and syndicated exclusivity protection rules may affect our ability to sustain our current level of distribution revenues or grow such revenues in the future and could have an adverse effect on our business, financial condition and results of operations.
Changes in these rules may threaten our existing strategic approach to certain television markets." under Item 1A. Risk Factors and Changes in the Rules of Television Ownership, Local Marketing Agreements, Joint Sales Agreements, Retransmission Consent Negotiations, and National Ownership Cap under Note 13. Commitments and Contingencies within the Consolidated Financial Statements for further discussion. Antitrust Regulation .
Changes in these rules may threaten our existing strategic approach to certain television markets.” under Item 1A. Risk Factors and Changes in the Rules of Television Ownership, Local Marketing Agreements, Joint Sales Agreements, Retransmission Consent Negotiations, and National Ownership Cap under Note 12. Commitments and Contingencies within the Consolidated Financial Statements for further discussion. Antitrust Regulation .
We actively promote our internal job announcement program as a part of our efforts to support employee growth by taking on new career opportunities within Sinclair. Our innovation project is a strategic lever that drives revenue, reduces waste, and engages employees to serve our customers and shareholders as a pioneer in the industry.
We actively promote our internal job announcement program as a part of our efforts to support employee growth by taking on new career opportunities within Sinclair. 23 Table of Contents Our innovation project is a strategic lever that drives revenue, reduces waste, and engages employees to serve our customers and shareholders as a pioneer in the industry.
In addition, a replay of each of our quarterly earnings conference calls is available on our website until the subsequent quarter’s earnings call. The information contained on, or otherwise accessible through, our website is not a part of this Annual Report on Form 10-K and is not incorporated herein by reference. ITEM 1A.
In addition, a replay of each of our quarterly earnings conference calls is available on our website until the subsequent quarter’s earnings call. The information contained on, or otherwise accessible through, our website is not a part of this Annual Report on Form 10-K and is not incorporated herein by reference. 26 Table of Contents ITEM 1A.
In addition, our comprehensive enterprise risk management program is designed to both identify risks across the Company and to take actions to mitigate those risks. 26 Table of Contents AVAILABLE INFORMATION We regularly use our website as a source of company information and it can be accessed at www.sbgi.net.
In addition, our comprehensive enterprise risk management program is designed to both identify risks across the Company and to take actions to mitigate those risks. AVAILABLE INFORMATION We regularly use our website as a source of company information and it can be accessed at www.sbgi.net.
We evaluate our goodwill and indefinite-lived intangible assets for impairment annually, or more frequently, if events or changes in circumstances indicate an impairment may exist. During the year ended December 31, 2023, we did not identify any indicators that our definite-lived intangible assets may not be recoverable or that our goodwill or indefinite-lived assets were impaired.
We evaluate our goodwill and indefinite-lived intangible assets for impairment annually, or more frequently, if events or changes in circumstances indicate an impairment may exist. For the year ended December 31, 2024, we did not identify any indicators that our definite-lived intangible assets may not be recoverable or that our goodwill or indefinite-lived assets were impaired.
Over the last six years, Sinclair Cares has spearheaded the Company’s efforts, including fund-raising and blood donations during weather and climate catastrophes, and raising funds and awareness for important social causes.
Over the last seven years, Sinclair Cares has spearheaded the Company’s efforts, including fund-raising and blood donations during weather and climate catastrophes, and raising funds and awareness for important social causes.
Our ability to sell advertising time depends on: • the levels of automotive and services advertising, which historically have represented a large portion of our advertising revenue; • the levels of political advertising, which are significantly higher in even-number years and elevated further every four years related to the presidential election (as was the case in 2020), historically have represented a large portion of our advertising revenue; for the year ended December 31, 2023 (a non-political year), political advertising represented 4% of local media segment advertising revenue, and for the year ended December 31, 2022 (a political year), political advertising represented 22% of local media segment advertising revenue; • the levels of political advertising and volume of ballot issues, which are affected by political beliefs, public opinion, campaign finance laws, and the ability of political candidates and political action committees to raise and spend funds which are subject to seasonal fluctuations; • the health of the economy in the areas where our television stations are located and in the nation as a whole; • the popularity of our programming and that of our competition; • the effects of declining live/appointment viewership as reported through rating systems and local television efforts to adopt and receive credit for same day viewing plus viewing on-demand thereafter; • the effects of new rating methodologies; • changes in the makeup of the population in the areas where our stations are located; 33 Table of Contents • the financial health of our underlying advertisers' businesses and demand for their products; • the activities of our competitors, including increased competition from other forms of advertising-based mediums, such as other broadcast television stations, radio stations, Distributors, internet and broadband content providers and other print, outdoor, social media, and media outlets serving in the same markets; • OTT, DTC and other emerging technologies and their potential impact on cord-cutting; • the impact of Distributors and OTT distributors offering "skinny" programming or sports bundles that may not include all programming of television broadcast stations and/or cable channels, such as Tennis; • changes in pricing and sellout levels; • the financial health of our underlying customers' that we provide management services to; • the effectiveness of our salespeople; and • other factors that may be beyond our control.
Our ability to sell advertising time depends on: • the levels of automotive and services advertising, which historically have represented a large portion of our advertising revenue; • the levels of political advertising, which are significantly higher in even-number years and elevated further every four years related to the state, congressional, and presidential election cycles (as was the case in 2024), historically have represented a large portion of our advertising revenue; for the year ended December 31, 2024 (a political year), political advertising represented 26% of local media segment advertising revenue, and for the year ended December 31, 2023 (a non-political year), political advertising represented 4% of local media segment advertising revenue; • the levels of political advertising and volume of ballot issues, which are affected by political beliefs, public opinion, campaign finance laws, and the ability of political candidates and political action committees to raise and spend funds which are subject to seasonal fluctuations; • the health of the economy in the areas where our television stations are located and in the nation as a whole; • the popularity of our programming and that of our competition; • the effects of declining live/appointment viewership as reported through rating systems and local television efforts to adopt and receive credit for same day viewing plus viewing on-demand thereafter; • the effects of new rating methodologies; • changes in the makeup of the population in the areas where our stations are located; • the financial health of our underlying advertisers’ businesses and demand for their products; • the activities of our competitors, including increased competition from other forms of advertising-based mediums, such as other broadcast television stations, radio stations, Distributors, internet and broadband content providers and other print, outdoor, social media, and media outlets serving in the same markets; • OTT, DTC, and other emerging technologies and their potential impact on cord-cutting; • the impact of Distributors and OTT distributors offering “skinny” programming or sports bundles that may not include all programming of television broadcast stations and/or cable channels, such as Tennis; • changes in pricing and sellout levels; • the financial health of our underlying customers’ that we provide management services to; • the effectiveness of our salespeople; and • other factors that may be beyond our control.
Programming and Operations The Communications Act requires broadcasters to serve the "public interest." The FCC has relaxed or eliminated many of the more formalized procedures it had developed in the past to promote the broadcast of certain types of programming responsive to the needs of a station’s community of license.
Programming and Operations The Communications Act requires broadcasters to serve the “public interest.” The FCC has relaxed or eliminated many of the more formalized procedures it had developed in the past to promote the broadcast of certain types of programming responsive to the needs of a station’s community of license.
Despite our efforts and the efforts of our third-party vendors to ensure the integrity of our software, computers, systems and information, we may not be able to anticipate, detect or recognize threats to our systems and assets, or to implement effective preventive measures against all cyber threats, especially because the techniques used are increasingly sophisticated, change frequently, are complex, and are often not recognized until launched.
Despite our efforts and the efforts of our third-party vendors to ensure the integrity of our software, computers, systems and information, we may not be able to anticipate, detect or recognize threats to our systems and assets, or to implement effective preventive measures against all cyber threats, especially because the techniques used are increasingly sophisticated, including the use of artificial intelligence, change frequently, are complex, and are often not recognized until launched.
In addition, we operate in an environment in which there are different and potentially conflicting data privacy laws in effect in the various U.S. states in which we operate, and we must understand and comply with each law and standard in each of these jurisdictions while ensuring the data is secure.
In addition, we operate in an environment in which there are different and potentially conflicting data privacy laws in effect in the 31 Table of Contents various U.S. states in which we operate, and we must understand and comply with each law and standard in each of these jurisdictions while ensuring the data is secure.
Technical obstacles and challenges we encounter in our research and development process may result in delays in or abandonment of product commercialization, substantially increase the costs of development and negatively affect our results of operations. We have limited experience in operating or investing in non-broadcast related businesses.
Technical obstacles and challenges we encounter in our research and development process may result in delays in or abandonment of product commercialization, substantially increase the costs of development and negatively affect our results of operations. 37 Table of Contents We have limited experience in operating or investing in non-broadcast related businesses.
We believe that the "next big idea" could come from anyone or anywhere and with this in mind, we gather innovation ideas from employees company-wide. Our dedicated Innovation & Strategy team builds on our rich history of innovation to accelerate efforts across content, technology, audience development, distribution, marketing services, and business transformation. Health, Safety, and Wellness.
We believe that the “next big idea” could come from anyone or anywhere and with this in mind, we gather innovation ideas from employees company-wide. Our dedicated Innovation & Strategy team builds on our rich history of innovation to accelerate efforts across content, technology, audience development, distribution, marketing services, and business transformation. Health, Safety, and Wellness.
If the rate of decline in the number of subscribers to Distributor services increases or these subscribers shift to other services or bundles that do not include our stations or programming networks, there may be a material adverse effect on our revenues.
RISKS RELATING TO OUR OPERATIONS If the rate of decline in the number of subscribers to Distributor services increases or these subscribers shift to other services or bundles that do not include our stations or programming networks, there may be a material adverse effect on our revenues.
The number of subscribers to Distributor services in the United States has been declining as technological advancements have driven changes in consumer behavior and have empowered consumers to seek more control over when, where and how they consume news, sports, and other entertainment, including through the so-called "cutting the cord" and other consumption strategies.
The number of subscribers to Distributor services in the United States has been declining as technological advancements have driven changes in consumer behavior and have empowered consumers to seek more control over when, where and how they consume news, sports, and other entertainment, including through the so-called “cutting the cord” and other consumption strategies.
Further, resolution of these ownership rules and the CIDs has been and will likely continue to be a cost burden and a distraction to our management and the continued absence of a resolution may have a negative effect on our business. 37 Table of Contents We have invested and will continue to invest in new technology initiatives which may not result in usable technology or intellectual property.
Further, resolution of these ownership rules has been and will likely continue to be a cost burden and a distraction to our management and the continued absence of a resolution may have a negative effect on our business. We have invested and will continue to invest in new technology initiatives which may not result in usable technology or intellectual property.
The emerging measurement currencies generally undercount over-the-air viewing and Nielsen has not prioritized over-the-air enhancements. If measurement evolves in a direction that is unfavorable to over-the-air viewing it could reduce the attractiveness of our audiences to advertisers.
The emerging measurement currencies generally undercount over-the-air viewing and Nielsen has not prioritized over-the-air enhancements. If measurement evolves in a 29 Table of Contents direction that is unfavorable to over-the-air viewing it could reduce the attractiveness of our audiences to advertisers.
Human Capital Our success is driven by our most important asset - our employees. It is their hard work and dedication that enables us to be a trusted partner to our viewers and a valuable resource to our communities. As of December 31, 2023, we had approximately 7,300 employees, including part-time and temporary employees.
Human Capital Our success is driven by our most important asset - our employees. It is their hard work and dedication that enables us to be a trusted partner to our viewers and a valuable resource to our communities. As of December 31, 2024, we had approximately 7,200 employees, including part-time and temporary employees.
In addition, the impact of an increase in reverse network compensation payments, under which we compensate the network for programming pursuant to our affiliation agreements, may have a negative effect on our financial condition or results of operations. See Television Markets and Stations within Item 1. Business for a listing of current expirations of our affiliation agreements.
In addition, the impact of an increase in reverse network compensation payments, under which we compensate the network for programming pursuant to our affiliation agreements, may have a negative effect on our financial condition or results of operations. See Television Markets and Stations within Item 1.
In addition, we believe that we benefit from the operation of multiple broadcast and network properties, affording us certain non-quantifiable economies of scale and competitive advantages in the purchase of programming. 22 Table of Contents ENVIRONMENTAL, SOCIAL, AND GOVERNANCE ACTIVITIES AND PRACTICES We have a long history of supporting environmental, social, and governance ("ESG") activities and, in the past few years, we have taken steps to better measure and quantify our progress in these areas.
In addition, we believe that we benefit from the operation of multiple broadcast and network properties, affording us certain non-quantifiable economies of scale and competitive advantages in the purchase of programming. 22 Table of Contents CORPORATE SOCIAL RESPONSIBILITY PRACTICES We have a long history of supporting corporate social responsibility activities and, in the past few years, we have taken steps to better measure and quantify our progress in these areas.
Business .) The FCC's multiple ownership rules and federal antitrust regulation may limit our ability to operate multiple television stations in some markets and may result in a reduction in our revenue or prevent us from reducing costs. Changes in these rules may threaten our existing strategic approach to certain television markets.
Business .) 35 Table of Contents The FCC’s multiple ownership rules and federal antitrust regulation may limit our ability to operate multiple television stations in some markets and may result in a reduction in our revenue or prevent us from reducing costs. Changes in these rules may threaten our existing strategic approach to certain television markets.
We are also subject to domestic laws associated with the collection, storage, use and protection of personal, confidential or sensitive data, including under several comprehensive U.S. state privacy laws, including the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA), in addition to other laws and regulations.
We are also subject to domestic laws associated with the collection, storage, use and protection of personal, confidential or sensitive data, including under several comprehensive U.S. state privacy laws, including the California Consumer Privacy Act (“CCPA”) and the California Privacy Rights Act (“CPRA”), in addition to other laws and regulations.
The occurrence of such an event could also result in damage to our software, computers or systems, or otherwise cause 31 Table of Contents interruptions or malfunctions in our, our customers', our counterparties' or third parties' operations.
The occurrence of such an event could also result in damage to our software, computers or systems, or otherwise cause interruptions or malfunctions in our, our customers’, our counterparties’ or third parties’ operations.
The proposed rulemaking seeks comment on new factors and evidence to consider in its evaluation of claims of bad faith negotiation, including service interruptions prior to a "marquee sports or entertainment event," restrictions on online access to broadcast programming during negotiation impasses, broadcasters' ability to offer bundles of broadcast signals with other broadcast stations or cable networks, and broadcasters' ability to invoke the FCC's exclusivity rules during service interruptions.
The proposed rulemaking seeks comment on new factors and evidence to consider in its evaluation of claims of bad faith negotiation, including service 27 Table of Contents interruptions prior to a “marquee sports or entertainment event,” restrictions on online access to broadcast programming during negotiation impasses, broadcasters’ ability to offer bundles of broadcast signals with other broadcast stations or cable networks, and broadcasters’ ability to invoke the FCC’s exclusivity rules during service interruptions.
If certain of these arrangements are no longer permitted, we would be forced to sell these assets, restructure our agreements or find another use for them.
If certain of these arrangements are no longer permitted, we 36 Table of Contents would be forced to sell these assets, restructure our agreements or find another use for them.
In 2023, we again offered our employees the opportunity for additional time off through the Vacation Exchange Program.
In 2024, we again offered our employees the opportunity for additional time off through the Vacation Exchange Program.
We have distributed more than $315,000 in tuition assistance since 2013, with a goal to invest in the future of the broadcast industry and to help students from diverse backgrounds, who reflect our audiences nationwide, complete their education and pursue careers in broadcast journalism, digital storytelling, and marketing.
We have distributed nearly $400,000 in tuition assistance since 2013, with a goal to invest in the future of the broadcast industry and to help students from diverse backgrounds, who reflect our audiences nationwide, complete their education and pursue careers in broadcast journalism, digital storytelling, and marketing.
Business for a detailed listing of our stations and channels as of December 31, 2023. 34 Table of Contents As network affiliation agreements come up for renewal, we (or licensees of the stations we provide programming and/or sales services to), may not be able to negotiate terms comparable to or more favorable than our current agreements.
Business for a detailed listing of our stations and channels as of December 31, 2024. As network affiliation agreements come up for renewal, we (or licensees of the stations we provide programming and/or sales services to), may not be able to negotiate terms comparable to or more favorable than our current agreements.
Satellite Carriage The Satellite Home Viewer Act, as extended by The Satellite Home Viewer Improvement Act of 1999, the Satellite Home Viewer Extension and Reauthorization Act, the Satellite Television Extension and Localism Act of 2010 and the Satellite Television Extension and Localism Act Reauthorization Act of 2014 ("STELAR") among other things, (i) allows satellite carriers to provide local television signals by satellite within a station market, and requires them to carry all local signals that asserted carriage rights in any market where they carry any local signals, (ii) requires all television stations to elect to exercise certain "must-carry" or "retransmission consent" rights in connection with their carriage by satellite carriers, and (iii) authorizes satellite delivery of distant network signals, significantly viewed signals and local low-power television station signals into local markets under defined circumstances.
Satellite Carriage The Satellite Home Viewer Act, as extended by The Satellite Home Viewer Improvement Act of 1999, the Satellite Home Viewer Extension and Reauthorization Act, the Satellite Television Extension and Localism Act of 2010 and the Satellite Television Extension and Localism Act Reauthorization Act of 2014 (“STELAR”) among other things, (i) allows satellite carriers to provide local television signals by satellite within a station market, and requires them to carry all local signals that asserted carriage rights in any market where they carry any local signals, (ii) requires all television stations to elect to exercise certain “must-carry” or “retransmission consent” rights in connection with their carriage by satellite carriers, and (iii) authorizes satellite delivery of distant network signals, significantly viewed signals and local low-power television station signals into local markets under defined circumstances.
In August 2016, the FCC amended its ownership rules to provide for the attribution of JSAs under certain circumstances. The subsequent Ownership Order on Reconsideration eliminated the JSA attribution rule. In the 2018 Ownership Order adopted on December 22, 2023 the FCC declined to reconsider JSA attribution.
In August 2016, the FCC amended its ownership rules to provide for the attribution of JSAs under certain circumstances. The subsequent Ownership Order on Reconsideration eliminated the JSA attribution rule. In the 2018 Ownership Order the FCC declined to reconsider JSA attribution.
Network Non-Duplication / Syndicated Exclusivity / Territorial Exclusivity The FCC’s syndicated exclusivity rules allow local broadcast television stations to demand that cable operators black out syndicated non-network programming carried on "distant signals" (i.e., signals of broadcast stations, including so-called "superstations," which serve areas substantially removed from the cable systems’ local community).
Network Non-Duplication / Syndicated Exclusivity / Territorial Exclusivity The FCC’s syndicated exclusivity rules allow local broadcast television stations to demand that cable operators black out syndicated non-network programming carried on “distant signals” (i.e., signals of broadcast stations, including so-called “superstations,” which serve areas substantially removed from the cable systems’ local community).
We rely on our information technology systems to manage our data, communications, news, and advertising content, digital products, and other business processes, including many third-party systems and software, which are subject to supply chain and other cyber attacks.
Our information technology systems are critically important to operating our business efficiently and effectively. We rely on our information technology systems to manage our data, communications, news, and advertising content, digital products, and other business processes, including many third-party systems and software, which are subject to supply chain and other cyber- attacks.
Telecommunication companies are permitted to provide video distribution services, on a common carrier basis, as "cable systems" or as "open video systems," each pursuant to different regulatory schemes. Additionally, OTT services allow consumers to consume programming on-demand through access to the Internet and without a subscription with a Distributor.
Telecommunication companies are permitted to provide video distribution services, on a common carrier basis, as “cable systems” or as “open video systems,” each pursuant to different regulatory schemes. Additionally, OTT services allow consumers to consume programming on-demand through access to the Internet and without a subscription with a Distributor.
In 2023, we began a program to match certain employee charitable cash donations in order to encourage our employees to make charitable contributions to support activities and efforts that are important to them, and we held our first annual Sinclair Day of Service whereby all employees were encouraged to volunteer that day for charitable causes.
We sponsor a program to match certain employee charitable cash donations in order to encourage our employees to make charitable contributions to support activities and efforts that are important to them, and, in 2024, we held our second annual Sinclair Day of Service whereby all employees were encouraged to volunteer that day for charitable causes.
A party may own television stations in adjoining markets, even if there is a digital noise limited service contour overlap between the two stations’ broadcast signals, and generally may own two stations in the same market ("local television ownership rule") only (i) if there is no digital overlap between the stations; or (ii) not more than one station is among the top-four rated stations in the market ("the Top-Four Prohibition").
A party may own television stations in adjoining markets, even if there is a digital noise limited service contour overlap between the two stations’ broadcast signals, and generally may own two stations in the same market (“local television ownership rule”) only (i) if there is no digital overlap between the stations; or (ii) not more than one station is among the top-four rated stations in the market (“the Top-Four Prohibition”).
This also offers the hundreds of Congressional Members in our news markets their own media voice in their home districts. In our 12-year history of producing "Your Voice Your Future" Town Halls, we’ve produced over 1,350 productions. This distinctive series recognizes the importance of producing disruptive programming, with disciplined discussions and solutions for the communities we serve.
This also offers the hundreds of Congressional Members in our news markets their own media voice in their home districts. In our 13-year history of producing “Your Voice Your Future” Town Halls, we’ve produced over 1,600 productions. This distinctive series recognizes the importance of producing disruptive programming, with disciplined discussions and solutions for the communities we serve.
Further, in September 2015, the FCC released a Notice of Proposed Rulemaking in response to a Congressional directive in STELAR to examine the "totality of the circumstances test" for good-faith negotiations of retransmission consent.
Further, in September 2015, the FCC released a Notice of Proposed Rulemaking in response to a Congressional directive in STELAR to examine the “totality of the circumstances test” for good-faith negotiations of retransmission consent.
The FCC's syndicated exclusivity rules allow local broadcast television stations to demand that cable operators black out syndicated non-network programming carried on "distant signals" (i.e., signals of broadcast stations, including so-called "superstations," which serve areas substantially removed from the cable systems' local community).
The FCC’s syndicated exclusivity rules allow local broadcast television stations to demand that cable operators black out syndicated non-network programming carried on “distant signals” (i.e., signals of broadcast stations, including so-called “superstations,” which serve areas substantially removed from the cable systems’ local community).
In May 2023, we published our 2022 ESG report, detailing our ESG achievements and underscoring our core strategies, which are the foundation of our ESG commitments, including: • Identifying and implementing ways to reduce our impact on the environment through the education and engagement around sustainable solutions that can be adopted; • Supporting employees by ensuring a fair, ethical, and safe workplace where our employees can grow, develop, and thrive; • Supporting diversity at all levels; • Providing news consumers with access to a broad range of ideas and perspectives, both on-air and online, and connecting people with important, informational content, everywhere; and • Providing transparency, accountability, and diverse thinking that seeks to minimize risk, while ensuring all stakeholders understand the direction, performance, and financial stability of the organization.
In April 2024, we published our 2023 Corporate Social Responsibility report, detailing our achievements and underscoring our core strategies, which are the foundation of our corporate social responsibility commitments, including: • Identifying and implementing ways to reduce our impact on the environment through the education and engagement of internal and external audiences around sustainable solutions that can be adopted; • Supporting employees by ensuring a fair, ethical, and safe workplace where our employees can grow, develop, and thrive; • Providing news consumers with access to a broad range of ideas and perspectives, both on-air and online, and connecting people with important, informational content, everywhere; and • Providing transparency, accountability, and diverse thinking that seeks to minimize risk, while ensuring all stakeholders understand the direction, performance, and financial stability of the organization.
Since 2017, we have installed 131 new, energy efficient television transmitters, which are typically 25% more energy efficient than the units that they replace and generate less waste heat, and are currently installing, or have plans to install, an additional 24 during 2024 and 2025.
Since 2017, we have installed 145 new, energy efficient television transmitters, which are typically 25% more energy efficient than the units that they replace and generate less waste heat, and are currently installing, or have plans to install, an additional 18 during 2025 and 2026.
In September 2015, the FCC released a Notice of Proposed Rulemaking in response to a Congressional directive in STELAR to examine the "totality of the circumstances test" for good-faith negotiations of retransmission consent.
In September 2015, the FCC released a Notice of Proposed Rulemaking in response to a Congressional directive in STELAR to examine the “totality of the circumstances test” for good-faith negotiations of retransmission consent.
The Department of Justice ("DOJ") and the Federal Trade Commission have increased their scrutiny of the television industry and have reviewed matters related to the concentration of ownership within markets (including "LMAs" and "outsourcing agreements") even when ownership or the LMA or other outsourcing agreement in question is permitted under the laws administered by the FCC or by FCC rules and regulations.
The Department of Justice (“DOJ”) and the Federal Trade Commission have increased their scrutiny of the television industry and have reviewed matters related to the concentration of ownership within markets (including “LMAs” and “outsourcing agreements”) even when ownership or the LMA or other outsourcing agreement in question is permitted under the laws administered by the FCC or by FCC rules and regulations.
We face intense, wide-ranging competition for viewers and advertisers. We compete, in certain respects and to varying degrees, for viewers and advertisers with other programming networks, pay-per-view, video on demand, online streaming services, and other content offered by Distributors.
We compete, in certain respects and to varying degrees, for viewers and advertisers with other programming networks, pay-per-view, video on demand, online streaming services, and other content offered by Distributors.
In the future, we may not be able to identify attractive acquisitions or investment targets, or we may not be able to fund additional acquisitions or investments.
In the future, we may not be able to identify attractive acquisitions and investments, or we may not be able to fund additional acquisitions and investments.
Broadcast networks have also introduced DTC platforms that have impacted the number of subscribers to Distributor services. 27 Table of Contents If Distributor service offerings are not attractive to consumers for any reason (pricing, increased competition from OTT and DTC services, increased dissatisfaction with the quality of Distributor services, poor economic conditions or other factors), more consumers may (i) cancel their Distributor service subscriptions, (ii) elect to instead subscribe to OTT and DTC services, which in some cases may be offered at lower prices, or (iii) elect to subscribe to Distributors with smaller bundles of programming which may not include our programming networks.
If Distributor service offerings are not attractive to consumers for any reason (pricing, increased competition from OTT and DTC services, increased dissatisfaction with the quality of Distributor services, poor economic conditions or other factors), more consumers may (i) cancel their Distributor service subscriptions, (ii) elect to instead subscribe to OTT and DTC services, which in some cases may be offered at lower prices, or (iii) elect to subscribe to Distributors with smaller bundles of programming which may not include our programming networks.
COMPETITION Our stations and networks compete for audience share and advertising revenue with other television stations and cable networks in their markets, as well as with other advertising media such as Distributors, other OTT distributors, cable networks, video on-demand, radio, newspapers, magazines, outdoor advertising, transit advertising, telecommunications providers, direct mail, internet, podcasts, other digital media, and 'Big Tech'.
COMPETITION Our stations and networks compete for audience share and advertising revenue with other television stations and cable networks in their markets, as well as with other advertising media such as Distributors, other OTT distributors, cable networks, video on-demand, radio, newspapers, magazines, outdoor advertising, transit advertising, telecommunications providers, direct mail, internet, podcasts, other digital media, and Big Tech (such as Alphabet, Amazon, Apple, Meta, and Microsoft).
Sinclair Cares is our Company-wide community service and relief campaign program, which utilizes the strength of our properties to uplift organizations and inspire our audiences and employees to make a positive impact in our communities.
We believe it is our responsibility to be involved in our local communities. Sinclair Cares is our Company-wide community service and relief campaign program, which utilizes the strength of our properties to uplift organizations and inspire our audiences and employees to make a positive impact in our communities.
We may be subject to investigations or fines from governmental authorities, such as, but not limited to penalties related to violations of FCC indecency, children's programming, sponsorship identification, closed captioning and other FCC rules and policies, the enforcement of which has increased in recent years, and complaints related to such violations may delay our FCC license renewal applications with the FCC.
Business for a listing of current expirations of our affiliation agreements. 34 Table of Contents We may be subject to investigations or fines from governmental authorities, such as, but not limited to penalties related to violations of FCC indecency, children’s programming, sponsorship identification, closed captioning and other FCC rules and policies, the enforcement of which has increased in recent years, and complaints related to such violations may delay our FCC license renewal applications with the FCC.
During 2023, we implemented a battery recycling operation across our station footprint in order to reduce the amount of waste moving to landfills. In conjunction with this, we have begun a company-wide transition to the use of rechargeable batteries for all studio operations at our stations, which we expect to be completed in the middle of 2024.
We successfully implemented a battery recycling operation across our television station footprint in order to reduce the amount of waste moving to landfills. In conjunction with this, we have begun a company-wide transition to the use of rechargeable batteries for all studio operations at our stations.
We have pursued and intend to selectively continue to pursue strategic acquisitions and investments, subject to market conditions, our liquidity, and the availability of attractive acquisition and investment candidates, with the goal of enhancing or expanding our existing business and to acquire and develop new products and services.
We have pursued and intend to selectively continue to pursue divestitures, acquisitions and investments, which may include, mergers, station swaps and joint ventures, subject to market conditions, our liquidity, and the availability of attractive acquisition and investment candidates, with the goal of enhancing or expanding our existing business and to acquire and develop new products and services.
There can be no assurance that future acquisitions will be approved by the FCC or other regulatory authorities, or that a requirement to divest existing stations or businesses will not have an adverse outcome on the transaction.
There can be no assurance that future acquisitions and investments will be approved by the FCC or other regulatory authorities, or that a requirement to divest existing stations or businesses will not have an adverse outcome on the transaction. We face intense, wide-ranging competition for viewers and advertisers.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe regularly test defenses by performing simulations and drills at both a 44 Table of Contents technical level (including penetration tests) and by reviewing our operational policies and procedures with third-party experts.
Biggest changeWe regularly test defenses by performing simulations and drills at both a technical level (including penetration tests) and by reviewing our operational policies and procedures with third-party experts. We view cybersecurity as a shared responsibility throughout the Company, and we periodically perform simulations and tabletop exercises at technical and management levels and incorporate external resources and advisors as needed.
In addition to assessing our own cybersecurity preparedness, we also consider and evaluate cybersecurity risks associated with the use of third-party service providers. Our Internal Audit team conducts an annual review of third-party hosted applications with a specific focus on any sensitive data shared with third parties.
In addition to assessing our own cybersecurity preparedness, we also consider and evaluate cybersecurity risks associated with the use of third-party service providers. Our Internal Audit team conducts an annual review of third-party hosted applications with a specific focus on sensitive data shared with third parties.
The internal business owners of the hosted applications are required to document user access reviews at least annually and provide from the vendor a System and Organization Controls ("SOC") 1 or SOC 2 report.
The internal business owners of the hosted applications are required to document user access reviews at least annually and provide from the vendor a System and Organization Controls (“SOC”) 1 or SOC 2 report.
For more information about the cybersecurity risks we face and have experienced, see the risk factor entitled “We have experienced a cyber security breach in the past and may be vulnerable to future security breaches, data privacy, and other information technology failures that could have a material adverse effect on our financial performance and operating results and disrupt our operations” within Item 1A- Risk Factors .
For more information about the cybersecurity risks we face and have experienced, see the risk factor entitled “ We have experienced a cyber security breach in the past and may be vulnerable to future security breaches, data privacy, and other information technology failures that could have a material adverse effect on our financial performance and operating results and disrupt our operations” within Item 1A- Risk Factors .
The processes used to assess the risk level include preparing a monthly cyber scorecard, regularly collecting data on cybersecurity threats and risk areas and conducting an annual risk assessment. To assure risks are reduced and maintained, we conduct periodic external penetration tests, red team testing, and maturity testing to assess our processes and procedures and the threat landscape.
The processes used to assess the risk level includes preparing a monthly cyber scorecard, regularly collecting data on cybersecurity threats and risk areas, and conducting an annual risk assessment. To assure risks are reduced and maintained, we conduct periodic external penetration tests, red team testing, and maturity testing to assess our processes and procedures and the threat landscape.
We have in the past experienced threats to and breaches of our data and systems, including ransomware, malware and computer virus attacks, including a ransomware attack in October 2021 which had a material adverse impact on our business strategy, results of operations or financial condition to date.
We have in the past experienced threats to and breaches of our data and systems, including ransomware, malware and computer virus attacks, including a ransomware attack in 2021 which had a material adverse impact on our business strategy and results of operations in 2021.
At the management level, our IT security team identifies risks by regularly monitoring alerts, meeting to discuss threat levels, trends, and remediation and immediately informs the Chief Information Security Officer, whom leads the IT security team, upon the occurrence of any material event.
At the management level, our IT security team identifies risks by regularly monitoring alerts, meeting to discuss threat levels, trends, and remediation, and immediately informing the CISO, whom leads the IT security team, upon the occurrence of any material event.
The Board oversees Sinclair’s cybersecurity risk exposures and the steps taken by management to monitor and mitigate cybersecurity risks. The Company's Chief Information Security Officer briefs the Board on the effectiveness of Sinclair’s cyber risk management program, typically on a quarterly basis.
The Board oversees the Company’s cybersecurity risk exposures and the steps taken by management to monitor and mitigate cybersecurity risks. The CISO briefs the Board on the effectiveness of the Company’s cyber risk management program, typically on a quarterly basis.
ITEM 1C. CYBERSECURITY Sinclair maintains a cyber risk management program designed to identify, assess, manage, mitigate, and respond to cybersecurity threats. This program is integrated within the Company’s enterprise risk management system and disclosure committee. The program addresses the corporate information technology environment, third-party service providers and customer-facing products and applications.
ITEM 1C. CYBERSECURITY Sinclair maintains a cyber risk management program designed to identify, assess, manage, mitigate, and respond to cybersecurity threats. This program is integrated within the Company’s enterprise risk management system and disclosure committee.
All employees are required to complete cybersecurity training at least once a year and have access to more frequent cybersecurity online training. We also require employees in certain roles to complete additional role-based, specialized cybersecurity training.
These tests and assessments are useful tools for maintaining a robust cybersecurity program to protect our investors, customers, employees, vendors, and intellectual property. All employees are required to complete cybersecurity training at least once a year and have access to more frequent cybersecurity online training. We also require employees in certain roles to complete additional role-based, specialized cybersecurity training.
The Company’s Chief Information Security Officer is responsible for developing and implementing our information security program and reporting on cybersecurity matters to the Board, the audit committee and disclosure committee.
The program addresses the corporate information technology environment, third-party service providers, and customer-facing products and applications. 43 Table of Contents The Company’s Chief Information Security Officer (“CISO”) is responsible for developing and implementing our information security program and reporting on cybersecurity matters to the Board, the audit committee and disclosure committee.
We have continued to expand investments in IT security, including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting, and engaging experts.
Our CISO has over a decade of experience leading cybersecurity oversight, and others on our IT security team have cybersecurity experience or certifications, such as the Certified Information Systems Security Professional certification. We have continued to expand investments in IT security, including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting, and engaging experts.
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Our Chief Information Security Officer has over a decade of experience leading cybersecurity oversight, and others on our IT security team have cybersecurity experience or certifications, such as the Certified Information Systems Security Professional certification.
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We view cybersecurity as a shared responsibility throughout the Company, and we periodically perform simulations and tabletop exercises at technical and management levels and incorporate external resources and advisors as needed. These tests and assessments are useful tools for maintaining a robust cybersecurity program to protect our investors, customers, employees, vendors, and intellectual property.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeCommitments and Contingencies within the Sinclair's Consolidated Financial Statements and Litigation under Note 12 . Commitment s and Contingencies within SBG's Consolidated Financial Statements for discussion related to certain pending lawsuits. ITEM 4. MINE SAFETY DISCLOSURES None. 45 Table of Contents PART II
Biggest changeCommitments and Contingencies within the Sinclair’s Consolidated Financial Statements and Litigation under Note 11. Commitments and Contingencies within SBG’s Consolidated Financial Statements for discussion related to certain pending lawsuits. ITEM 4. MINE SAFETY DISCLOSURES None. 45 Table of Contents PART II
ITEM 3. LEGAL PROCEEDINGS We are a party to lawsuits, claims, and regulatory matters from time to time in the ordinary course of business. Actions currently pending are in various stages and no material judgments or decisions have been rendered by hearing boards or courts in connection with such actions. See Litigation under Note 13.
ITEM 3. LEGAL PROCEEDINGS We are a party to lawsuits, claims, and regulatory matters from time to time in the ordinary course of business. Actions currently pending are in various stages and no material judgments or decisions have been rendered by hearing boards or courts in connection with such actions. 44 Table of Contents See Litigation under Note 12.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeEXECUTIVE OVERVIEW We are a diversified media company with national reach and a strong focus on providing high-quality content on our local television stations, digital platform, and, prior to the Deconsolidation, regional sports networks.
Biggest changeEXECUTIVE OVERVIEW We are a diversified media company with national reach and a strong focus on providing high-quality content on our local television stations and digital platform. The content, distributed through our broadcast platform and third-party platforms, consists of programming provided by third-party networks and syndicators, local news, sports, and other original programming produced by us and our owned networks.
For a complete discussion of forward-looking statements, see the section in this report entitled " Forward-Looking Statements ." Certain risks may cause our actual results, performance, or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see Item 1A. Risk Factors .
For a complete discussion of forward-looking statements, see the section in this report entitled “ Forward-Looking Statements .” Certain risks may cause our actual results, performance, or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see Item 1A. Risk Factors .
This discussion consists of the following sections: Executive Overview — a description of our business, summary of significant events, and information about industry trends; Critical Accounting Policies and Estimates — a discussion of the accounting policies that are most important in understanding the assumptions and judgments incorporated in the Consolidated Financial Statements and a summary of recent accounting pronouncements; Results of Operations — a summary of the components of Sinclair's and SBG's revenues by category and by network affiliation, a summary of other operating data, and an analysis of Sinclair's and SBG's revenues and expenses for 2023, 2022, and 2021, including a comparison between 2023 and 2022 and between 2022 and 2021; and Liquidity and Capital Resources — a discussion of Sinclair's and SBG's primary sources of liquidity and contractual cash obligations and an analysis of Sinclair's and SBG's cash flows from or used in operating activities, investing activities, and financing activities.
This discussion consists of the following sections: Executive Overview — a description of our business, summary of significant events, and information about industry trends; Critical Accounting Policies and Estimates — a discussion of the accounting policies that are most important in understanding the assumptions and judgments incorporated in the Consolidated Financial Statements and a summary of recent accounting pronouncements; Results of Operations — a summary of the components of Sinclair’s and SBG’s revenues by category and by network affiliation, a summary of other operating data, and an analysis of Sinclair’s and SBG’s revenues and expenses for 2024, 2023, and 2022, including a comparison between 2024 and 2023; and Liquidity and Capital Resources — a discussion of Sinclair’s and SBG’s primary sources of liquidity and contractual cash obligations and an analysis of Sinclair’s and SBG’s cash flows from or used in operating activities, investing activities, and financing activities.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES SINCLAIR, INC. Sinclair's Class A Common Stock is listed for trading on the NASDAQ stock market under the symbol "SBGI". Sinclair's Class B Common Stock is not traded on a public trading market or quotation system.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES SINCLAIR, INC. Sinclair’s Class A Common Stock is listed for trading on the NASDAQ stock market under the symbol “SBGI”. Sinclair’s Class B Common Stock is not traded on a public trading market or quotation system.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2018 to December 31, 2023.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2019 to December 31, 2024.
As of February 26, 2024, there are approximately 36 shareholders of record of Sinclair's Class A Common Stock. Many of Sinclair's shares of Class A Common Stock are held by brokers and institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
As of February 24, 2025, there are approximately 32 shareholders of record of Sinclair’s Class A Common Stock. Many of Sinclair’s shares of Class A Common Stock are held by brokers and institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
STG, for which certain assets and results of operations are included in the local media segment and which is one of Sinclair's and SBG's wholly owned subsidiaries, is the primary obligor under the Bank Credit Agreement and the STG Notes. SBG and substantially all of STG’s subsidiaries are guarantors under the STG debt instruments.
As of December 31, 2024, STG, for which certain assets and results of operations are included in the local media segment and which is one of Sinclair and SBG’s wholly owned subsidiaries, was the primary obligor under the Bank Credit Agreement and the STG Notes. SBG and substantially all of STG’s subsidiaries are guarantors under the STG debt instruments.
In February 2024, Sinclair declared a quarterly cash dividend of $0.25 per share. See Note 3.
In February 2025, Sinclair declared a quarterly cash dividend of $0.25 per share. See Note 2.
Sinclair and SBG's local media segment is comprised of our television stations, which are owned and/or operated by Sinclair and SBG's wholly-owned subsidiary, Sinclair Television Group, Inc. ("STG") and its direct and indirect subsidiaries, original networks and content.
As of December 31, 2024, Sinclair had two reportable segments, local media and tennis, and SBG had one reportable segment, local media. Sinclair and SBG’s local media segment is comprised of our television stations, which are owned and/or operated by Sinclair and SBG’s wholly-owned subsidiary, Sinclair Television Group, Inc. (“STG”) and its direct and indirect subsidiaries, original networks and content.
Sinclair also earns revenues from non-broadcast digital and internet services, technical services, and non-media investments, included within "other". Other and corporate are not reportable segments for either Sinclair or SBG.
Sinclair’s tennis segment primarily consists of Tennis Channel, a cable network which includes coverage of many of tennis’ top tournaments and original professional sports and tennis lifestyle shows. Sinclair also earns revenues from non-broadcast digital and internet services, technical services, and non-media investments, included within “other.” Other and corporate are not reportable segments for either Sinclair or SBG.
Company/Index/Market 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 Sinclair, Inc. 100.00 129.03 127.86 108.95 66.79 60.25 NASDAQ Composite Index 100.00 136.69 198.10 242.03 163.28 236.17 NASDAQ Telecommunications Index 100.00 118.74 130.71 133.51 97.62 108.00 Stock Repurchases For the quarter ended December 31, 2023: None SINCLAIR BROADCAST GROUP, LLC Not applicable. ITEM 6. [RESERVED] 47 Table of Contents ITEM 7.
Company/Index/Market 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Sinclair, Inc. 100.00 99.09 84.43 51.76 46.69 62.00 NASDAQ Composite Index 100.00 144.92 177.06 119.45 172.77 223.87 NASDAQ Telecommunications Index 100.00 110.08 112.44 82.21 90.96 103.21 Stock Repurchases For the quarter ended December 31, 2024: None SINCLAIR BROADCAST GROUP, LLC Not applicable. ITEM 6. [RESERVED] 47 Table of Contents ITEM 7.
Removed
The content, distributed through our broadcast platform and third-party platforms, consists of programming provided by third-party networks and syndicators, local news, other original programming produced by us and our owned networks, and, prior to the Deconsolidation, college and professional sports.
Removed
As of December 31, 2023, Sinclair had two reportable segments, local media and tennis, and SBG had one reportable segment, local media. Prior to the Deconsolidation, Sinclair and SBG had one additional reportable segment, local sports.
Removed
Sinclair's tennis segment primarily consists of Tennis Channel, a cable network which includes coverage of many of tennis' top tournaments and original professional sports and tennis lifestyle shows. Sinclair and SBG's local sports segment was comprised of our regional sports networks, which are owned and operated by our subsidiary, Diamond Sports Group, LLC ("DSG").

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeITEM 6. [RESERVED] 47 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 48 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 72 ITEM 8A. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA OF SINCLAIR, INC. 72 ITEM 8B. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA OF SINCLAIR BROADCAST GROUP, LLC 72
Biggest changeITEM 6. [RESERVED] 47 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 48 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 68 ITEM 8A. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA OF SINCLAIR, INC. 68 ITEM 8B. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA OF SINCLAIR BROADCAST GROUP, LLC 68

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Removed
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 5. Goodwill, Indefinite-Lived Intangible Assets, and Other Intangible Assets within the Consolidated Financial Statements . We are subject to risks related to our use of Generative Artificial Intelligence (GAI), a new and emerging technology, which is in the early stages of commercial use.
Added
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations below (“New Credit Agreement”) and (ii) give Cunningham Broadcasting Corporation (“Cunningham”) the right to terminate the LMAs and other outsourcing agreements with Cunningham due to a “change in control.” Any such termination of LMAs could have an adverse effect on our results of operations.
Removed
We continually evaluate the use of GAI in our business processes. In recent years, the use of GAI has come under increased scrutiny.
Added
The FCC’s multiple ownership rules may limit our ability to operate multiple television stations in some markets and may result in a reduction in our revenue or prevent us from reducing costs. Changes in these rules may threaten our existing strategic approach to certain television markets. See the risk factor below regarding the FCC’s multiple ownership rules.
Removed
This technology, which is a new and emerging technology in early stages of commercial use, presents a number of risks inherent in its use, including ethical considerations, public perception and reputation concerns, intellectual property protection, regulatory compliance, privacy and data security concerns and reliability and accuracy of the information produced, all of which could have a material adverse effect on our business, results of operations and financial position.
Added
RISKS RELATING TO OUR DEBT Our substantial debt could adversely affect our financial condition and prevent us from fulfilling our debt obligations. We have a high level of debt, totaling $4,129 million at December 31, 2024, compared to the book value of shareholders’ equity of $516 million on the same date.
Removed
Further, new laws, guidance and decisions in this area may limit our ability to use GAI or decrease its usefulness. As a result, we cannot predict future developments in GAI and related impacts to our business and our industry.
Added
Our high level of debt poses risks, including the following risks, particularly in periods of declining revenues: • we may be unable to service our debt obligations, especially during negative economic, financial credit and market industry conditions; • we may require a significant portion of our cash flow to pay principal and interest on our outstanding debt, especially during negative economic and market industry conditions; • the amount available for joint ventures, working capital, capital expenditures, dividends and other general corporate purposes may be limited because a significant portion of cash flow is used to pay principal and interest on outstanding debt; • if our distribution and advertising revenues decline, we may not be able to service our debt; • our lenders may not be as willing to lend additional amounts to us for future joint ventures, working capital needs, additional acquisitions or other purposes; • our lenders may not be willing to refinance both our fixed and variable rate debt instruments as they come due or the rates the debt is refinanced at are not equal to or lower than the maturing rates; • rating agencies may downgrade our corporate family rating and/or debt ratings which could impair our ability to raise funds, refinance debt, or incur a higher financing cost; • the cost to borrow from lenders may increase or market rates may increase; • our ability to access the capital markets may be limited, and we may be unable to issue securities with pricing or other terms that we find attractive, if at all; • if our cash flow were inadequate to make interest and principal payments, we might have to restructure or refinance our debt or sell an equity interest in one or more of our broadcast stations to reduce debt service obligations; • our interest rate hedges incurring losses and causing us to make additional interest payments; • we may be limited in our flexibility in planning for and reacting to changes in the industry in which we compete; and • we may be more vulnerable to adverse economic and industry conditions than less leveraged competitors and thus, less able to withstand competitive pressures. 40 Table of Contents Any of these events could reduce our ability to generate cash available for debt service, investment, repay, restructure or refinance our debt, seek additional debt or equity capital, make capital improvements or to respond to events that would enhance profitability.
Removed
If we are unable to successfully adapt to new developments related to, and risks and challenges associated with GAI, our business, results of operations and financial position could be negatively impacted.
Added
We may not be able to generate sufficient cash to service all of our debt and may be forced to take other actions to satisfy our obligations under our debt, which may not be successful.
Removed
RISKS RELATING TO OUR CONCENTRATED VOTING STOCK OWNERSHIP The Smiths exercise control over most matters submitted to a stockholder vote and may have interests that differ from other security holders. They may, therefore, take actions that are not in the interests of other security holders. As of December 31, 2023, David D. Smith, Frederick G. Smith, J.
Added
Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, competitive, legislative, regulatory and other factors beyond our control.
Removed
Duncan Smith, and Robert E. Smith (collectively, the "Smiths") hold shares representing approximately 82.6% of our common stock voting rights and, therefore, control the outcome of most matters submitted to a vote of our stockholders, including, but not limited to, electing directors, adopting amendments to our certificate of incorporation, and approving corporate transactions.
Added
We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our debt.
Removed
The Smiths hold substantially all of the Class B Common Stock, which have ten votes per share. Our Class A Common Stock has only one vote per share.
Added
If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures, or to dispose of equity interests in our equity investments, other material assets or operations, seek additional debt or equity capital or restructure or refinance our debt.
Removed
Future transfers by holders of Class B Common Stock will generally result in those shares converting to Class A Common Stock, subject to limited exceptions, such as transfers effected for estate planning purposes.
Added
We may not be able to affect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations.
Removed
The conversion of Class B Common Stock to Class A Common Stock will have the effect, over time, of increasing the relative voting power of those holders of Class B Common Stock who retain their shares in the long term.
Added
The New Credit Agreement, and each of the indentures that govern the STG Notes restrict our ability to dispose of assets and use the proceeds from such dispositions and restrict our ability to raise debt or equity capital to be used to repay other debt when it becomes due.
Removed
In addition, the Smiths hold four of the Board's seats and, therefore, have the power to exert significant influence over our corporate management and policies. The Smiths have entered into a stockholders' agreement pursuant to which they have agreed to vote for each other as candidates for election to the Board until December 31, 2025.
Added
We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.
Removed
Although in the past the Smiths have recused themselves from related person transactions, circumstances may occur in which the interests of the Smiths, as the controlling security holders, could be in conflict with the interests of other security holders and the Smiths would have the ability to cause us to take actions in their interest.
Added
If we cannot make scheduled payments on our debt, we will be in default and holders of our debt could declare all outstanding principal and interest to be due and payable, the lenders under the New Credit Agreement could terminate their commitments to loan us money, the holders of our debt could foreclose against the assets securing their obligations and we and/or STG could be forced into bankruptcy or liquidation.
Removed
In addition, the Smiths could pursue acquisitions, divestitures, or other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to our other security holders.
Added
Despite our current level of debt, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks to our financial condition described herein. We and our subsidiaries may be able to incur additional indebtedness in the future.
Removed
Further, the concentration of ownership the Smiths possess may have the effect of discouraging, delaying, or preventing a future change of control, which could deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our shares. 39 Table of Contents (See Item 12.
Added
Although the terms of the debt instruments to which we are subject contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of qualifications and exceptions, and the additional debt incurred in compliance with these restrictions could be substantial. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness.
Removed
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters and
Added
If new debt is added to our current debt levels, the related risks that we and the guarantors now face could intensify. Our variable rate debt subjects us to interest rate risk, which could cause our debt service obligations to increase significantly. Interest rates may increase in the future.
Added
As a result, interest rates on the obligations under the New Credit Agreement or other variable rate debt offerings could be higher or lower than current levels.
Added
As of December 31, 2024, approximately $2,620 million principal amount of our debt relates to the credit agreement in effect as of the end of 2024 (the “Bank Credit Agreement”) and is subject to variable interest rates.
Added
If interest rates increase, our debt service obligations on our variable rate debt would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our debt, would correspondingly decrease.
Added
While we may continue to enter into interest rate hedging agreements with respect to our borrowings under certain credit agreements, such agreements are not expected to fully mitigate against interest rate risk. In addition, our New Credit Agreement references the Secured Overnight Financing Rate (“SOFR”) as the primary benchmark rate for our variable rate indebtedness.
Added
SOFR is a relatively new reference rate and with a limited history, and changes in SOFR have, on occasion, been more volatile than changes in other benchmark or market rates. As a result, the amount of interest we may pay on our variable rate indebtedness is difficult to predict.
Added
Our use of derivative financial instruments to reduce interest rate risk may result in added volatility in our financial results and cash flows, including increased interest expense . We do not hold or issue derivative financial instruments for trading purposes. However, we do utilize derivative financial instruments to reduce interest rate risk associated with our indebtedness.
Added
To manage variable interest rate risk, we entered into an interest rate swap agreement in February 2023, which will effectively convert a portion of our variable rate indebtedness into 41 Table of Contents a fixed rate loan. The associated impact on our operating results is directly related to changes in prevailing interest rates.
Added
Consequently, these swaps may introduce additional volatility into our operating results by either increasing or decreasing interest costs depending upon the position of the swap.
Added
Commitments we have made to our lenders and noteholders limit our ability to take actions that could increase the value of our securities and business or may require us to take actions that decrease the value of our securities and business. Our financing agreements prevent us from taking certain actions and require us to meet certain tests.
Added
These restrictions and tests may require us to conduct our business in ways that make it more difficult to repay unsecured debt or decrease the value of our securities and business.
Added
These restrictions and tests include the following: • restrictions on the incurrence, assumption or guaranteeing of additional debt, or the issuance of disqualified stock or preferred stock; • restrictions on the payment of dividends, other distributions or repurchases of equity; • restrictions on certain investments and other restricted payments; • restrictions on transactions with affiliates; • restrictions on the creation, incurrence, assumption, or suffering the existence of liens; • restrictions on the sale and disposition of certain assets to third parties; • restrictions on the issuance of guarantees of and pledges for debt; • restrictions on consolidation, merger or sale of all or substantially all of our assets; • restrictions on the ability of certain subsidiaries to limit their ability to pay dividends and make other payments to the Issuers or the guarantors; • restrictions on the ability to designate restricted subsidiaries as unrestricted subsidiaries and on transfers of assets to unrestricted subsidiaries and other non-guarantor subsidiaries; and • restrictions on our ability to refinance, amend, or repay existing debt, including through certain types of liability management transactions and “priming” or similar financing transactions that modify the priority of liens or right of payment with respect to our debt.
Added
Future financing arrangements may contain additional restrictions, tests, and restrictive covenants that may limit our ability to pursue certain opportunities, limit our ability to raise additional debt or equity financing to operate during general economic or business downturns, and prevent us from taking action that could increase the value of our securities or require actions that decrease the value of our securities.
Added
In addition, we may fail to meet the tests and thereby default on one or more of our obligations (particularly if the economy weakens and reduces our advertising revenues). If we default on our obligations, creditors could require immediate payment of the obligations or foreclose on collateral.
Added
If this happens, we could be forced to sell equity interests in our equity investments, broadcast stations or other assets or take other actions that could significantly reduce our value and we may not have sufficient assets or funds to pay our debt obligations.
Added
A failure to comply with covenants under debt instruments could result in a default under such debt instruments, acceleration of amounts due under our debt, and loss of assets securing our loans.
Added
Certain of our debt agreements will contain cross-default provisions with other debt, which means that a default under certain of our debt instruments may cause a default under such other debt.
Added
If we breach certain of our debt covenants, we will be unable to utilize the full borrowing capacity under our debt arrangements and our lenders could require us to repay the debt immediately, and, if the debt is secured, could immediately take possession of the property securing such debt.
Added
In addition, because certain of our debt agreements contain cross-default and cross-acceleration 42 Table of Contents provisions with other debt, if any other debtholder of STG were to declare its loan due and payable as a result of a default, the holders of the respective debt of STG, might be able to require us to pay those debts immediately.
Added
As a result, any default under debt covenants could have a material adverse effect on our financial condition and our ability to meet our obligations. GENERAL RISK FACTORS Financial and economic conditions, including inflation, may have an adverse impact on our industry, business, and results of operations or financial condition.
Added
Financial, economic and geopolitical conditions are by their nature unpredictable and the deterioration or worsening of those conditions could have an adverse effect on the fundamentals of our business, results of operations, and/or financial condition.
Added
Poor economic and industry conditions, including inflation, could have a negative impact on our industry or the industry of those customers who advertise on our stations, including, among others, the automotive industry and service businesses, each of which is a significant source of our advertising revenue. Additionally, financial institutions, capital providers, or other consumers may be adversely affected.
Added
Potential consequences of any financial and economic decline include: • the financial condition of those companies that advertise on our stations and digital platforms, including, among others, the automobile manufacturers and dealers, may be adversely affected and could result in a significant decline in our advertising revenue; • geopolitical conditions, including the war in Ukraine, conflicts in the Middle East and international trade sanctions, could negatively impact global supply prices and disrupt supply chain levels, which could negatively impact the operations of us, our customers’, our vendors’ and our Distributors’; • our ability to pursue the divestiture of certain assets at attractive values may be limited; • the possibility that our business partners, such as counterparties to our outsourcing and news share arrangements, could be negatively impacted and our ability to maintain these business relationships could also be impaired; • our ability to refinance our existing debt on terms and at interest rates we find attractive, if at all, may be impaired; • our ability to make certain capital expenditures may be significantly impaired; • our ability to pursue the acquisition of attractive assets may be limited if we are unable to obtain any necessary additional capital on favorable terms, if at all; • content providers may cut back on the amount of content we can acquire to program stations; and • the possibility of our distribution customers losing subscribers, thereby impacting our distribution revenues.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+1 added−0 removed2 unchanged
Biggest changeAs of December 31, 2023, Sinclair and SBG's total variable rate debt under the Bank Credit Agreement was $2,676 million. Sinclair and SBG estimate that adding 1% to respective interest rates would result in an increase in each of Sinclair and SBG's interest expense of $27 million, exclusive of any impact of our interest rate swap.
Biggest changeBased on Sinclair and SBG’s total variable rate debt under the Bank Credit Agreement as of December 31, 2024 of $2,620 million Sinclair and SBG estimate that adding 1% to respective interest rates would result in an increase in each of Sinclair and SBG’s interest expense of $26 million, exclusive of any impact of our interest rate swap and prior to the impact of the refinancing activities discussed within Note 18.
The swap agreement has a notional amount of $600 million, bears a fixed interest rate of 3.9%, and STG receives a floating rate of interest based on SOFR. See Hedge Accounting in Note 1. Nature of Operations and Summary of Significant Accounting Policies and Interest Rate Swap in Note 7.
The swap agreement has a notional amount of $600 million, bears a fixed interest rate of 3.9%, and STG receives a floating rate of interest based on SOFR. See Hedge Accounting in Note 1. Nature of Operations and Summary of Significant Accounting Policies and Interest Rate Swap in Note 6.
Notes Payable and Commercial Bank Financing within Sinclair's Consolidated Financial Statements . See Hedge Accounting in Note 1. Nature of Operations and Summary of Significant Accounting Policies and Interest Rate Swap in Note 7. Notes Payable and Commercial Bank Financing within SBG's Consolidated Financial Statements .
Notes Payable and Commercial Bank Financing within Sinclair’s Consolidated Financial Statements . See Hedge Accounting in Note 1. Nature of Operations and Summary of Significant Accounting Policies and Interest Rate Swap in Note 6. Notes Payable and Commercial Bank Financing within SBG’s Consolidated Financial Statements .
Sinclair and SBG did not have any outstanding derivative instruments during the years ended December 31, 2022 and 2021. Sinclair and SBG are exposed to risk from the changing interest rates of their variable rate debt issued under the Bank Credit Agreement.
Sinclair and SBG did not have any outstanding derivative instruments during the year ended December 31, 2022. Sinclair and SBG are exposed to risk from the changing interest rates of their variable rate debt issued under the Bank Credit Agreement.
See Note 7. Notes Payable and Commercial Bank Financing within each of Sinclair's Consolidated Financial Statements and SBG's Consolidated Financial Statements for further discussion.
See Note 6. Notes Payable and Commercial Bank Financing within each of Sinclair’s Consolidated Financial Statements and SBG’s Consolidated Financial Statements for further discussion.
Added
Subsequent Events within Sinclair’s Consolidated Financial Statements and Note 16. Subsequent Events within SBG’s Consolidated Financial Statements.

Other SBGI 10-K year-over-year comparisons