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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

COMMISSION FILE NUMBER: 000-26076

SINCLAIR BROADCAST GROUP, INC.

(Exact name of Registrant as specified in its charter)


Maryland						52-1494660
(State or other jurisdiction of Incorporation or organization)						(I.R.S. Employer Identification No.)

10706 Beaver Dam Road

Hunt Valley, Maryland 21030

(Address of principal executive office, zip code)

(410) 568-1500

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, par value $ 0.01 per share

SBGI

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such file).

Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

						Number of shares outstanding as of
Title of each class						~~November~~May 45, ~~2022~~2023
Class A Common Stock						4539,~~850~~263,~~774~~914
Class B Common Stock						23,775,056

Table of Contents

PART I. FINANCIAL INFORMATION

Table of Contents

SINCLAIR BROADCAST GROUP, INC.

FORM 10-Q

FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2022~~2023

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION			2
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)			3
CONSOLIDATED BALANCE SHEETS			4
CONSOLIDATED STATEMENTS OF OPERATIONS			5
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME			6
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) AND REDEEMABLE NONCONTROLLING INTERESTS			7
CONSOLIDATED STATEMENTS OF CASH FLOWS			9
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS			10
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			3834
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			5246
ITEM 4. CONTROLS AND PROCEDURES			5246
PART II. OTHER INFORMATION			5448
ITEM 1. LEGAL PROCEEDINGS			5448
ITEM 1A. RISK FACTORS			5448
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			5448
ITEM 3. DEFAULTS UPON SENIOR SECURITIES			5448
ITEM 4. MINE SAFETY DISCLOSURES			5448
ITEM 5. OTHER INFORMATION			5448
ITEM 6. EXHIBITS			5549
SIGNATURE			5650

Table of Contents

ITEM 1. FINANCIAL STATEMENTS

Table of Contents

SINCLAIR BROADCAST GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data) (Unaudited)

	As of September 30,2022		As of December 31,2021
	As of March 31,2023		As of December 31,2022
ASSETS
Current assets:
Cash and cash equivalents	$	~~607~~623	$	~~816~~884
Accounts receivable, net of allowance for doubtful accounts of $8 and $7, respectively	586		1,245
Accounts receivable, net of allowance for doubtful accounts of $5 as of both periods	603		612
Income taxes receivable	~~171~~5		~~152~~5
Prepaid sports rights	—		85
Prepaid expenses and other current assets	216		182
Prepaid expenses and other current assets	199		173
Total current assets	1,447		1,683
Total current assets	1,563		2,471
Property and equipment, net	725		728
Property and equipment, net	720		833
Operating lease assets	138		145
Operating lease assets	146		207
Goodwill	2,082		2,088
Deferred tax assets	—		293
Restricted cash	—		3
Goodwill	2,088		2,088
Indefinite-lived intangible assets	150		150
Customer relationships, net	~~464~~424		~~3,904~~444
Other definite-lived intangible assets, net	~~525~~480		~~1,184~~502
Other assets	~~949~~990		~~1,408~~964
Total assets (a)	$	6,~~605~~436	$	126,~~541~~704
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS, AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	~~412~~402	$	~~655~~397
Current portion of notes payable, finance leases, and commercial bank financing	4337		6938
Current portion of operating lease liabilities	2321		3523
Current portion of program contracts payable	~~102~~68		9783
Other current liabilities	~~108~~77		~~346~~67
Total current liabilities	~~688~~605		~~1,202~~608
Notes payable, finance leases, and commercial bank financing, less current portion	4,~~226~~221		124,~~271~~227
Operating lease liabilities, less current portion	~~156~~148		~~205~~154
Program contracts payable, less current portion	1210		2110
Deferred tax liabilities	~~465~~407		—610
Other long-term liabilities	~~228~~214		~~351~~220
Total liabilities (a)	5,~~775~~605		145,~~050~~829
Commitments and contingencies (See Note 6)
Commitments and contingencies (See Note 5)
Redeemable noncontrolling interests	~~190~~—		~~197~~194
Shareholders' equity:
Class A Common Stock, $.01 par value, 500,000,000 shares authorized, 46,073,926 and 49,314,303 shares issued and outstanding, respectively	1		1
Class A Common Stock, $.01 par value, 500,000,000 shares authorized, 44,360,502 and 45,847,879 shares issued and outstanding, respectively	1		1
Class B Common Stock, $.01 par value, 140,000,000 shares authorized, 23,775,056 and 23,775,056 shares issued and outstanding, respectively, convertible into Class A Common Stock	—		—
Additional paid-in capital	~~623~~602		~~691~~624
Retained earnings (accumulated deficit)	84		(2,460)
Retained earnings	289		122
Accumulated other comprehensive loss	(2)		(2)
Accumulated other comprehensive (loss) income	(2)		1
Total Sinclair Broadcast Group shareholders’ equity (deficit)	706		(1,770)
Total Sinclair Broadcast Group shareholders’ equity	890		748
Noncontrolling interests	(6659)		64(67)
Total equity (deficit)	640		(1,706)
Total equity	831		681
Total liabilities, redeemable noncontrolling interests, and equity	$	6,~~605~~436	$	126,~~541~~704

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

(a) Our consolidated total assets as of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022 include total assets of variable interest entities ("VIE") of $~~113~~83 million and $~~217~~115 million, respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022 include total liabilities of VIEs of $1817 million and $6218 million, respectively, for which the creditors of the VIEs have no recourse to us. See Note 98. Variable Interest Entities.

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SINCLAIR BROADCAST GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except share and per share data) (Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2022		2021		2022		2021
	2023		2022
REVENUES:
Media revenues	$	~~836~~766	$	1,~~526~~275	$	~~2,942~~	$	~~4,623~~
Non-media revenues	7		913		26		35
Total revenues	~~843~~773		1,~~535~~288		~~2,968~~		~~4,658~~
OPERATING EXPENSES:
Media programming and production expenses	~~396~~398		~~1,022~~758		~~1,557~~		~~3,390~~
Media selling, general and administrative expenses	~~190~~191		~~228~~220		~~605~~		~~675~~
Amortization of program contract costs	22		2225		68		67
Non-media expenses	12		1113		35		42
Depreciation of property and equipment	24		28		76		84
Corporate general and administrative expenses	3058		3547		~~115~~		~~132~~
Amortization of definite-lived intangible assets	4341		~~120~~93		~~179~~		~~364~~
Gain on deconsolidation of subsidiary	—		—(3,357)		~~(3,357)~~		—
Gain on asset dispositions and other, net of impairment	(28)		(4)		(37)		(26)
Loss (gain) on asset dispositions and other, net of impairment	6		(5)
Total operating expenses (gains)	~~689~~752		1(2,~~462~~178)		~~(759)~~		~~4,728~~
Operating income (loss)	154		73		3,727		(70)
Operating income	21		3,466
OTHER INCOME (EXPENSE):
Interest expense including amortization of debt discount and deferred financing costs	(5974)		(~~155~~115)		~~(228)~~		~~(466)~~
Gain on extinguishment of debt	—		—		3		—
Income from equity method investments	31		12
Income from equity method investments	33		12		48		23
Other income (expense), net	11		(60)
Other income (expense), net	10		(4)		(155)		59
Total other expense, net	(32)		(163)
Total other expense, net	(16)		(147)		(332)		(384)
(Loss) income before income taxes	(11)		3,303
Income (loss) before income taxes	138		(74)		3,395		(454)
INCOME TAX BENEFIT (PROVISION)	204		(687)
INCOME TAX (PROVISION) BENEFIT	(109)		91		(756)		169
NET INCOME	193		2,616
NET INCOME (LOSS)	29		17		2,639		(285)
Net loss (income) attributable to the redeemable noncontrolling interests	4		(4)
Net income attributable to the redeemable noncontrolling interests	(5)		(4)		(14)		(13)
Net income attributable to the noncontrolling interests	(12)		(25)
Net (income) loss attributable to the noncontrolling interests	(3)		6		(28)		(27)
NET INCOME ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP	$	185	$	2,587
NET INCOME (LOSS) ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP	$	21	$	19	$	2,597	$	(325)
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP:
Basic earnings (loss) per share	$	0.32	$	0.25	$	36.59	$	(4.33)
Basic earnings per share	$	2.65	$	35.85
Diluted earnings (loss) per share	$	0.32	$	0.25	$	36.59	$	(4.33)
Diluted earnings per share	$	2.64	$	35.84
Basic weighted average common shares outstanding (in thousands)	69,~~907~~744		7572,~~472~~164		~~70,981~~		~~75,068~~
Diluted weighted average common and common equivalent shares outstanding (in thousands)	69,~~907~~864		7572,~~516~~176		~~70,985~~		~~75,068~~

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

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SINCLAIR BROADCAST GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions) (Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2022		2021		2022		2021
	2023		2022
Net income (loss)	$	29	$	17	$	2,639	$	(285)
Net income	$	193	$	2,616
Share of other comprehensive income of equity method investments	—		1		3		6
Unrealized loss on interest rate swap	(3)		—
Comprehensive income (loss)	29		18		2,642		(279)
Share of other comprehensive income of equity method investments	—		3
Comprehensive income attributable to the redeemable noncontrolling interests	(5)		(4)		(14)		(13)
Comprehensive income	190		2,619
Comprehensive (income) loss attributable to the noncontrolling interests	(3)		6		(28)		(27)
Comprehensive loss (income) attributable to the redeemable noncontrolling interests	4		(4)
Comprehensive income (loss) attributable to Sinclair Broadcast Group	$	21	$	20	$	2,600	$	(319)
Comprehensive income attributable to the noncontrolling interests	(12)		(25)
Comprehensive income attributable to Sinclair Broadcast Group	$	182	$	2,590

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

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SINCLAIR BROADCAST GROUP, INC.

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) AND REDEEMABLE NONCONTROLLING INTERESTS

(in millions, except share and per share data) (Unaudited)

	Nine Months Ended September 30, 2021
	Three Months Ended March 31, 2022
			Sinclair Broadcast Group Shareholders
	Redeemable Noncontrolling Interests		Class ACommon Stock			Class BCommon Stock			AdditionalPaid-InCapital		(Accumulated Deficit) Retained Earnings		AccumulatedOtherComprehensiveLoss		NoncontrollingInterests		Total (Deficit) Equity
			Shares	Values		Shares	Values
BALANCE, December 31, 2020	$	190	49,252,671	$	1	24,727,682	$	—	$	721	$	(1,986)	$	(10)	$	89	$	(1,185)
Dividends declared and paid on Class A and Class B Common Stock ($0.60 per share)	—		—	—		—	—		—		(46)		—		—		(46)
Class B Common Stock converted into Class A Common Stock	—		952,626	—		(952,626)	—		—		—		—		—		—
Class A Common Stock issued pursuant to employee benefit plans	—		1,505,335	—		—	—		26		—		—		—		26
Distributions to noncontrolling interests, net	(9)		—	—		—	—		—		—		—		(63)		(63)
Other comprehensive income	—		—	—		—	—		—		—		6		—		6
Net income (loss)	13		—	—		—	—		—		(325)		—		27		(298)
BALANCE, September 30, 2021	$	194	51,710,632	$	1	23,775,056	$	—	$	747	$	(2,357)	$	(4)	$	53	$	(1,560)
	Three Months Ended September 30, 2021
			Sinclair Broadcast Group Shareholders
	Redeemable Noncontrolling Interests		Class ACommon Stock			Class BCommon Stock			AdditionalPaid-InCapital		Accumulated Deficit		AccumulatedOtherComprehensiveLoss		NoncontrollingInterests		Total Deficit
			Shares	Values		Shares	Values
BALANCE, June 30, 2021	$	190	51,616,924	$	1	23,775,056	$	—	$	740	$	(2,360)	$	(5)	$	72	$	(1,552)
BALANCE, December 31, 2021	$	197	49,314,303	$	1	23,775,056	$	—	$	691	$	(2,460)	$	(2)	$	64	$	(1,706)
Dividends declared and paid on Class A and Class B Common Stock ($0.20 per share)	—		—	—		—	—		—		(16)		—		—		(16)
Dividends declared and paid on Class A and Class B Common Stock ($0.25 per share)	—		—	—		—	—		—		(18)		—		—		(18)
Class A Common Stock issued pursuant to employee benefit plans	—		93,708	—		—	—		7		—		—		—		7
Repurchases of Class A Common Stock	—		(2,472,485)	—		—	—		(68)		—		—		—		(68)
Distributions to noncontrolling interests	—		—	—		—	—		—		—		—		(13)		(13)
Class A Common Stock issued pursuant to employee benefit plans	—		1,092,997	—		—	—		34		—		—		—		34
Other comprehensive income	—		—	—		—	—		—		—		1		—		1
Distributions to noncontrolling interests	(1)		—	—		—	—		—		—		—		(3)		(3)
Net income (loss)	4		—	—		—	—		—		19		—		(6)		13
Other comprehensive income	—		—	—		—	—		—		—		3		—		3
BALANCE, September 30, 2021	$	194	51,710,632	$	1	23,775,056	$	—	$	747	$	(2,357)	$	(4)	$	53	$	(1,560)
Deconsolidation of subsidiary	(16)		—	—		—	—		—		—		(3)		(148)		(151)
Net income	4		—	—		—	—		—		2,587		—		25		2,612
BALANCE, March 31, 2022	$	184	47,934,815	$	1	23,775,056	$	—	$	657	$	109	$	(2)	$	(62)	$	703

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

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SINCLAIR BROADCAST GROUP, INC.

CONSOLIDATED STATEMENTS OF EQUITY ~~(DEFICIT)~~ AND REDEEMABLE NONCONTROLLING INTERESTS

(in millions, except share and per share data) (Unaudited)

	Nine Months Ended September 30, 2022
	Three Months Ended March 31, 2023
			Sinclair Broadcast Group Shareholders
	Redeemable Noncontrolling Interests		Class ACommon Stock			Class BCommon Stock			AdditionalPaid-InCapital		~~(Accumulated Deficit)~~ Retained Earnings		~~AccumulatedOtherComprehensiveLoss~~AccumulatedOtherComprehensiveIncome (Loss)		NoncontrollingInterests		Total ~~(Deficit)~~ Equity
			Shares	Values		Shares	Values
BALANCE, December 31, 2021	$	197	49,314,303	$	1	23,775,056	$	—	$	691	$	(2,460)	$	(2)	$	64	$	(1,706)
BALANCE, December 31, 2022	$	194	45,847,879	$	1	23,775,056	$	—	$	624	$	122	$	1	$	(67)	$	681
Dividends declared and paid on Class A and Class B Common Stock ($0.75 per share)	—		—	—		—	—		—		(53)		—		—		(53)
Dividends declared and paid on Class A and Class B Common Stock ($0.25 per share)	—		—	—		—	—		—		(18)		—		—		(18)
Repurchases of Class A Common Stock	—		(43,~~547~~583,~~370~~213)	—		—	—		(~~114~~53)		—		—		—		(~~114~~53)
Class A Common Stock issued pursuant to employee benefit plans	—		12,~~306~~095,~~993~~836	—		—	—		4631		—		—		—		4631
Distributions to noncontrolling interests	(5)		—	—		—	—		—		—		—		(10)		(10)
Repurchase of redeemable subsidiary preferred equity	(190)		—	—		—	—		—		—		—		—		—
Other comprehensive income	—		—	—		—	—		—		—		3		—		3
Distributions to noncontrolling interests	—		—	—		—	—		—		—		—		(4)		(4)
Deconsolidation of subsidiary	(16)		—	—		—	—		—		—		(3)		(148)		(151)
Other comprehensive loss	—		—	—		—	—		—		—		(3)		—		(3)
Net income	14		—	—		—	—		—		2,597		—		28		2,625
Net (loss) income	(4)		—	—		—	—		—		185		—		12		197
BALANCE, September 30, 2022	$	190	46,073,926	$	1	23,775,056	$	—	$	623	$	84	$	(2)	$	(66)	$	640
BALANCE, March 31, 2023	$	—	44,360,502	$	1	23,775,056	$	—	$	602	$	289	$	(2)	$	(59)	$	831
	Three Months Ended September 30, 2022
			Sinclair Broadcast Group Shareholders
	Redeemable Noncontrolling Interests		Class ACommon Stock			Class BCommon Stock			AdditionalPaid-InCapital		Retained Earnings		AccumulatedOtherComprehensiveLoss		NoncontrollingInterests		Total Equity
			Shares	Values		Shares	Values
BALANCE, June 30, 2022	$	187	46,470,546	$	1	23,775,056	$	—	$	628	$	79	$	(2)	$	(64)	$	642
Dividends declared and paid on Class A and Class B Common Stock ($0.25 per share)	—		—	—		—	—		—		(16)		—		—		(16)
Repurchases of Class A Common Stock	—		(489,051)	—		—	—		(10)		—		—		—		(10)
Class A Common Stock issued pursuant to employee benefit plans	—		92,431	—		—	—		5		—		—		—		5
Distributions to noncontrolling interests	(2)		—	—		—	—		—		—		—		(5)		(5)
Net income	5		—	—		—	—		—		21		—		3		24
BALANCE, September 30, 2022	$	190	46,073,926	$	1	23,775,056	$	—	$	623	$	84	$	(2)	$	(66)	$	640

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

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SINCLAIR BROADCAST GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions) (Unaudited)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2022		2021
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	2,639	$	(285)
Net income	$	193	$	2,616
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Adjustments to reconcile net income to net cash flows from operating activities:
Amortization of sports programming rights	~~326~~—		~~1,912~~326
Amortization of definite-lived intangible and other assets	~~179~~41		~~364~~93
Depreciation of property and equipment	7624		8428
Amortization of program contract costs	6822		6725
Stock-based compensation	4623		5229
Deferred tax provision (benefit)	759		(92)
Deferred tax (benefit) provision	(207)		689
Gain on asset dispositions and other, net of impairment	(10)		(24)
Loss (gain) on asset dispositions and other, net of impairment	6		(5)
Gain on deconsolidation of subsidiary	~~(3,357)~~—		—(3,357)
Income from equity method investments	(4831)		(2312)
Loss (income) from investments	144		(55)
Loss from investments	2		54
Distributions from investments	7428		2725
Sports programming rights payments	~~(325)~~—		(~~1,338~~325)
Rebate payments to distributors	~~(15)~~—		(~~202~~15)
Gain on extinguishment of debt	(3)		—
Change in assets and liabilities, net of acquisitions and deconsolidation of subsidiary:
Decrease (increase) in accounts receivable	48		(116)
Decrease in accounts receivable	4		16
Increase in prepaid expenses and other current assets	(9542)		(~~130~~99)
Increase in accounts payable and accrued and other current liabilities	4921		805
Net change in net income taxes payable/receivable	~~(19)~~—		(423)
Decrease in program contracts payable	(7823)		(7726)
Other, net	—1		336
Net cash flows from operating activities	~~458~~62		~~235~~70
CASH FLOWS USED IN INVESTING ACTIVITIES:
Acquisition of property and equipment	(7420)		(6221)
Spectrum repack reimbursements	31		221
Proceeds from sale of assets	9—		434
Deconsolidation of subsidiary cash	~~(315)~~—		—(315)
Purchases of investments	(6733)		(~~244~~5)
Distributions from investments	908		1170
Other, net	2		(1)
Net cash flows used in investing activities	(44)		(266)
Net cash flows used in investing activities	(352)		(231)
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	(9)		(7)
Repayments of notes payable, commercial bank financing and finance leases	(854)		(400)
Repurchase of outstanding Class A Common Stock	(53)		(68)
Repurchase of outstanding Class A Common Stock	(114)		—
Dividends paid on Class A and Class B Common Stock	(18)		(18)
Dividends paid on Class A and Class B Common Stock	(53)		(46)
Dividends paid on redeemable subsidiary preferred equity	—		(1)
Dividends paid on redeemable subsidiary preferred equity	(5)		(4)
Repurchase of redeemable subsidiary preferred equity	(190)		—
Distributions to noncontrolling interests, net	(104)		(633)
Distributions to redeemable noncontrolling interests	—		(5)
Other, net	(5)		(5)
Other, net	(10)		(44)
Net cash flows used in financing activities	(279)		(102)
Net cash flows used in financing activities	(318)		(205)
NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(261)		(298)
NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(212)		(201)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period	884		819
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period	819		1,262
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period	$	623	$	521
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period	$	607	$	1,061

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

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SINCLAIR BROADCAST GROUP, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Nature of Operations

Sinclair Broadcast Group, Inc. ("SBG," the "Company," or sometimes referred to as "we" or "our") is a diversified media company with national reach and a strong focus on providing high-quality content on our local television stations, digital platforms, and, prior to the Deconsolidation, (as defined below in Deconsolidation of Diamond Sports Intermediate Holdings LLC), regional sports networks. The content, distributed through our broadcast platform and third-party platforms, consists of programming provided by third-party networks and syndicators, local news, ~~college~~other original programming produced by us and ~~professional~~our ~~sports~~owned networks, and, ~~other~~prior ~~original~~to ~~programming~~the ~~produced~~Deconsolidation, bycollege ~~us.~~and professional sports. Additionally, we own digital media products that are complementary to our extensive portfolio of television station related digital properties. ~~Outside~~and ofwe ~~our~~have ~~media~~interests ~~related~~in, ~~businesses~~own, wemanage and/or operate technical ~~services companies focused on supply~~ and ~~maintenance~~software ofservices ~~broadcast~~companies, ~~transmission systems as well as~~ research and development for the advancement of broadcast technology, and ~~we manage~~ other media and non-media related businesses and assets, including real estate, venture capital, private equity, and direct investments.

For the quarter ended ~~September~~March 3031, ~~2022~~2023, we had one reportable segment for accounting purposes, broadcast. Prior to the Deconsolidation, as defined below in Deconsolidation of Diamond Sports Intermediate Holdings LLC, we had two reportable segments for accounting purposes, broadcast and local sports. The broadcast segment consists primarily of our 185 broadcast television stations in 86 markets, which we own, provide programming and operating services pursuant to agreements commonly referred to as local marketing agreements ("LMA"), or provide sales services and other non-programming operating services pursuant to other outsourcing agreements (such as joint sales agreements ("JSA") and shared services agreements ("SSA")). These stations broadcast ~~638~~637 channels as of ~~September~~March 3031, ~~2022~~2023. For the purpose of this report, these 185 stations and ~~638~~637 channels are referred to as "our" stations and channels. The local sports segment consisted primarily of our Bally Sports network brands ("Bally RSNs"), the Marquee Sports Network ("Marquee") joint venture, and a minority equity interest in the Yankee Entertainment and Sports Network, LLC ("YES Network") through February 28, 2022. On March 1, 2022, the Bally RSNs, Marquee, and YES Network were deconsolidated from our financial statements. See Deconsolidation of Diamond Sports Intermediate Holdings LLC below. Through February 28, 2022, we refer to the Bally RSNs and Marquee as "the RSNs". The RSNs and YES Network own the exclusive rights to air, among other sporting events, the games of professional sports teams in designated local viewing areas.

Principles of Consolidation

The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries, and VIEs for which we are the primary beneficiary. Noncontrolling interests represent a minority owner’s proportionate share of the equity in certain of our consolidated entities. Noncontrolling interests which may be redeemed by the holder, and the redemption is outside of our control, are presented as redeemable noncontrolling interests. All intercompany transactions and account balances have been eliminated in consolidation.

We consolidate VIEs when we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. See Note 98. Variable Interest Entities for more information on our VIEs.

Investments in entities over which we have significant influence but not control are accounted for using the equity method of accounting. Income from equity method investments represents our proportionate share of net income generated by equity method investees.

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Deconsolidation of Diamond Sports Intermediate Holdings LLC

On March 1, 2022, SBG's subsidiary Diamond Sports Intermediate Holdings, LLC, and certain of its subsidiaries (collectively "DSIH"), completed a series of transactions (the "Transaction") ~~which are expected to provide DSIH with approximately $1 billion of liquidity enhancement over the next five years~~. As part of the Transaction, the governance structure of DSIH was modified including changes to the composition of its Board of Managers, resulting in the Company's loss of voting control. As a result, DSIH, whose operations represented the entirety of our local sports segment, was deconsolidated from our consolidated financial statements effective as of March 1, 2022 (the "Deconsolidation"). The consolidated statement of operations for the fiscal quarter ended March 31, 2022 therefore includes two months of activity related to DSIH ~~in the fiscal quarter ended March 31, 2022~~ prior to the Deconsolidation. Subsequent to February 28, 2022, the assets and liabilities of DSIH are no longer included within our consolidated balance sheets. Any discussions related to results, operations, and accounting policies associated with DSIH are referring to the periods prior to the Deconsolidation.

Upon Deconsolidation, we recognized a gain before income taxes of approximately $3,357 million, which is recorded within gain on deconsolidation of subsidiary in our consolidated statements of operations for the three months ended March 31, 2022. Subsequent to the Deconsolidation, we accounted for our equity ownership interest in DSIH under the equity method of accounting. See Note 32. Other Assets for more information.

Interim Financial Statements

The consolidated financial statements for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022 are unaudited. In the opinion of management, such financial statements have been presented on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of equity (deficit) and redeemable noncontrolling interests, and consolidated statements of cash flows for these periods as adjusted for the adoption of recent accounting pronouncements.

As permitted under the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"), the consolidated financial statements do not include all disclosures normally included with audited consolidated financial statements and, accordingly, should be read together with the audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 filed with the SEC. The consolidated statements of operations presented in the accompanying consolidated financial statements are not necessarily representative of operations for an entire year.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses in the consolidated financial statements and in the disclosures of contingent assets and liabilities. Actual results could differ from those estimates.

The impact of the war in Ukraine and the novel coronavirus ("COVID-19") continues to create significant uncertainty and disruption in the global economy and financial markets. It is reasonably possible that these uncertainties could further materially impact our estimates related to, but not limited to, revenue recognition, goodwill and intangible assets, program contract costs and income taxes. As a result, many of our estimates and assumptions require increased judgment and carry a higher degree of variability and volatility. Our estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in our consolidated financial statements.

Recent Accounting Pronouncements

In ~~March~~October ~~2020~~2021, the FASB issued guidance ~~providing~~to ~~optional~~improve ~~expedients~~the ~~and~~accounting ~~exceptions~~ for ~~applying~~acquired ~~GAAP~~revenue to contracts, ~~hedging~~with ~~relationships,~~customers ~~and~~in ~~other~~a ~~transactions~~business ~~affected~~combination by ~~the~~addressing ~~discontinuation~~diversity ofin ~~the~~practice. ~~London~~ASU ~~Interbank~~2021-08 ~~Offered~~requires ~~Rate~~that ~~("LIBOR")~~an oracquiring byentity ~~another~~recognize ~~reference~~and ~~rate~~measure ~~expected~~contract toassets beand ~~discontinued.~~contract ~~The~~liabilities ~~guidance~~acquired ~~was~~in ~~effective~~a ~~for~~business ~~all~~combination ~~entities~~in ~~immediately~~accordance ~~upon~~with ~~issuance~~Topic of606, ~~the~~as ~~update~~if ~~and~~it ~~may~~had beoriginated ~~applied~~the ~~prospectively~~contracts. toThe ~~applicable~~guidance ~~transactions~~is ~~existing~~effective asfor offiscal oryears ~~entered~~beginning ~~into~~after ~~from~~December ~~the~~15, ~~date~~2022, ofincluding ~~adoption~~interim ~~through~~periods ~~December~~within ~~31,~~those ~~2022~~fiscal years. We adopted this guidance ~~upon~~during ~~issuance~~the ~~and~~first itquarter of 2023. The impact of the adoption did not have ana material impact on our consolidated financial statements.

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In October 2021, the FASB issued guidance to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice. ASU 2021-08 requires that an acquiring entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the contracts. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact of this guidance, but do not expect a material impact on our consolidated financial statements.

Broadcast Television Programming

We have agreements with programming syndicators for the rights to television programming over contract periods, which generally run from one to seven years. Contract payments are made in installments over terms that are generally equal to or shorter than the contract period. Pursuant to accounting guidance for the broadcasting industry, an asset and a liability for the rights acquired and obligations incurred under a license agreement are reported on the balance sheet when the cost of each program is known or reasonably determinable, the program material has been accepted by the licensee in accordance with the conditions of the license agreement, and the program is available for its first showing or telecast. The portion of program contracts which becomes payable within one year is reflected as a current liability in the accompanying consolidated balance sheets.

The rights to this programming are reflected in the accompanying consolidated balance sheets at the lower of unamortized cost or fair value. Program contract costs are amortized on a straight-line basis except for contracts greater than three years which are amortized utilizing an accelerated method. Program contract costs estimated by management to be amortized in the succeeding year are classified as current assets. Payments of program contract liabilities are typically made on a scheduled basis and are not affected by amortization or fair value adjustments.

Fair value is determined utilizing a discounted cash flow model based on management’s expectation of future advertising revenues, net of sales commissions, to be generated by the program material. We assess our program contract costs on a quarterly basis to ensure the costs are recorded at the lower of unamortized cost or fair value.

Sports Programming Rights

DSIH has multi-year program rights agreements that provide DSIH with the right to produce and telecast professional live sports games within a specified territory in exchange for a rights fee. Prior to the Deconsolidation, awe prepaid asset was recorded for rights acquired related to future games upon payment of the contracted fee. The assets recorded for the acquired rights were classified as current or non-current based on the period when the games were expected to be aired. Liabilities were recorded for any program rights obligations that had been incurred but not yet paid at period end. We amortized these rights as an expense over each season based upon contractually stated rates. Amortization was accelerated in the event that the stated contractual rates over the term of the rights agreement resulted in an expense recognition pattern that was inconsistent with the projected growth of revenue over the contractual term.

The National Basketball Association ("NBA") and the National Hockey League ("NHL") ~~delayed the start of their 2020-2021 seasons until December 22, 2020 and January 13, 2021, respectively, and both leagues~~ postponed games in the fourth quarter of 2021 and rescheduled these games to be played in the first quarter of 2022. The sports rights expense associated with these seasons was recognized over the modified term of these seasons.

Hedge Accounting

We have determined that the interest rate swap meets the criteria for hedge accounting. The initial value of the interest rate swap and any changes in value in subsequent periods is included in accumulated other comprehensive (loss) income, with a corresponding change recorded in assets or liabilities depending on the position of the swap. Gains or losses on the monthly settlement of the interest rate swap are reflected in interest expense in our consolidated statements of operations. Cash flows related to the interest rate swap are classified as operating activities in our consolidated statements of cash flows. See Interest Rate Swap within Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing for further discussion.

Non-cash Investing and Financing Activities

Leased assets obtained in exchange for new operating lease liabilities were $93 million and $115 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, respectively. Leased assets obtained in exchange for new finance lease liabilities were $1 million for the ~~nine~~three months ended ~~September~~March 3031, 2022. ~~During~~Non-cash investing activities included property and equipment purchases of $6 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2023. For the three months ended March 31, 2023, we received ~~preferred~~warrants ~~shares~~ in an investment valued at $61 million in exchange for an equivalent value of advertising spots.

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Revenue Recognition

The following table presents our revenue disaggregated by type and segment (in millions):

For the three months ended September 30, 2022	Broadcast		Local sports		Other		Eliminations		Total
For the three months ended March 31, 2023	Broadcast		Other		Eliminations		Total
Distribution revenue	$	~~381~~380	$	—46	$	44—	$	—426	$	~~425~~
Advertising revenue	~~339~~268		—46		46(5)		~~(11)~~309		~~374~~
Other media, non-media, and intercompany revenues	3328		—12		13(2)		~~(2)~~38		44
Total revenues	$	~~753~~676	$	—104	$	~~103~~(7)	$	~~(13)~~773	$	~~843~~
For the three months ended September 30, 2021	Broadcast		Local sports		Other		Eliminations		Total
For the three months ended March 31, 2022	Broadcast		Local sports		Other		Eliminations		Total
Distribution revenue	$	~~372~~392	$	~~633~~433	$	48	$	—	$	~~1,053~~873
Advertising revenue	~~283~~282		~~118~~44		5568		(1023)		~~446~~371
Other media, non-media, and intercompany revenues	4647		85		1418		(3226)		3644
Total revenues	$	~~701~~721	$	~~759~~482	$	~~117~~134	$	(4249)	$	1,~~535~~288
For the nine months ended September 30, 2022	Broadcast		Local sports		Other		Eliminations		Total
Distribution revenue	$	1,158	$	433	$	137	$	—	$	1,728
Advertising revenue	937		44		184		(54)		1,111
Other media, non-media, and intercompany revenues	111		5		47		(34)		129
Total revenues	$	2,206	$	482	$	368	$	(88)	$	2,968
For the nine months ended September 30, 2021	Broadcast		Local sports		Other		Eliminations		Total
Distribution revenue	$	1,096	$	1,997	$	147	$	—	$	3,240
Advertising revenue	830		345		149		(16)		1,308
Other media, non-media, and intercompany revenues	127		23		49		(89)		110
Total revenues	$	2,053	$	2,365	$	345	$	(105)	$	4,658

Distribution Revenue. We have agreements with multi-channel video programming distributors ("MVPD") and virtual MVPDs ("vMVPD," and together with MVPDs, "Distributors"). We generate distribution revenue through fees received from these Distributors for the right to distribute our stations, ~~RSNs~~other properties, and, ~~other~~prior ~~properties~~to the Deconsolidation, RSNs. Distribution arrangements are generally governed by multi-year contracts and the underlying fees are based upon a contractual monthly rate per subscriber. These arrangements represent licenses of intellectual property; revenue is recognized as the signal or network programming is provided to our customers (as usage occurs) which corresponds with the satisfaction of our performance obligation. Revenue is calculated based upon the contractual rate multiplied by an estimated number of subscribers. Our customers will remit payments based upon actual subscribers a short time after the conclusion of a month, which generally does not exceed 120 days. Historical adjustments to subscriber estimates have not been material.

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

In accordance with ASC 606, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) distribution arrangements which are accounted for as a sales/usage based royalty.

Deferred Revenue. We record deferred revenue when cash payments are received or due in advance of our performance, including amounts which are refundable. We classify deferred revenue as either current in other current liabilities or long-term in other long-term liabilities in our consolidated balance sheets based on the timing of when we expect to satisfy our performance obligations. Deferred revenue was $198 million and $200 million as of March 31, 2023 and December 31, 2022, respectively, of which $139 million and $144 million, respectively, was reflected in other long-term liabilities in our consolidated balance sheets. Deferred revenue recognized during the three months ended March 31, 2023 and 2022, included in the deferred revenue balance as of December 31, 2022 and 2021, was $19 million and $29 million, respectively.

For the three months ended March 31, 2023, two customers accounted for 11% and 10%, respectively, of our total revenues. For the three months ended March 31, 2022, three customers accounted for 17%, 17%, and 14%, respectively, of our total revenues. As of March 31, 2023, three customers accounted for 12%, 11%, and 10%, respectively, of our accounts receivable, net. As of December 31, 2022, one customer accounted for 13% of our accounts receivable, net. For purposes of this disclosure, a single customer may include multiple entities under common control.

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Deferred Revenue. We record deferred revenue when cash payments are received or due in advance of our performance, including amounts which are refundable. We classify deferred revenue as either current in other current liabilities or long-term in other long-term liabilities in our consolidated balance sheets based on the timing of when we expect to satisfy our performance obligations. Deferred revenue was $244 million and $235 million as of September 30, 2022 and December 31, 2021, respectively, of which $149 million and $164 million, respectively, was reflected in other long-term liabilities in our consolidated balance sheets. Deferred revenue recognized during the nine months ended September 30, 2022 and 2021, included in the deferred revenue balance as of December 31, 2021 and 2020, was $53 million and $38 million, respectively.

For the three months ended September 30, 2022, one customer accounted for 11% of our total revenues. For the nine months ended September 30, 2022, three customers accounted for 14%, 12%, and 11%, respectively, of our total revenues. For the three months ended September 30, 2021, three customers accounted for 19%, 17%, and 14%, respectively, of our total revenues. For the nine months ended September 30, 2021, three customers accounted for 19%, 18%, and 14%, respectively, of our total revenues. As of September 30, 2022, two customers accounted for 11% and 10%, respectively, of our accounts receivable, net. For purposes of this disclosure, a single customer may include multiple entities under common control.

Income Taxes

Our income tax provision for all periods consists of federal and state income taxes. The tax provision for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022 is based on the estimated effective tax rate applicable for the full year after taking into account discrete tax items and the effects of the noncontrolling interests. We provide a valuation allowance for deferred tax assets if we determine that it is more likely than not that some or all of the deferred tax assets will not be realized. In evaluating our ability to realize net deferred tax assets, we consider all available evidence, both positive and negative, including our past operating results, tax planning strategies, current and cumulative losses, and forecasts of future taxable income. In considering these sources of taxable income, we must make certain judgments that are based on the plans and estimates used to manage our underlying businesses on a long-term basis. A valuation allowance has been provided for deferred tax assets related to ~~interest expense carryforwards under the Internal Revenue Code (IRC) Section 163(j) 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 ~~book/tax~~ basis differences, alternative tax strategies, and projected future taxable income.

Our effective income tax rate for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022,~~2023 was greater than the statutory rate primarily due to ana ~~increase~~release inof valuation allowance on deferred tax assets relating to deductibility of interest expense under the IRC Section 163(j). Our effective income tax rate for the ~~nine~~three months ended ~~September~~March 3031, 2022, approximated ~~our~~the statutory rate.

~~Our~~We ~~effective~~believe ~~income~~that ~~tax~~our ~~rate~~liability for ~~the~~unrecognized ~~three~~tax ~~and~~benefits ~~nine~~could ~~months~~be ~~ended~~reduced ~~September~~by ~~30,~~up ~~2021 was greater than the statutory rate primarily due~~ to a$1 million, ~~release~~in ~~of valuation allowance on deferred tax assets relating to deductibility of interest expense under~~ the ~~IRC~~next ~~Section~~twelve ~~163(j)~~months, ~~and a discrete benefit~~ as a result of ~~the~~expected ~~CARES~~statute ~~Act~~of ~~allowing~~limitations ~~for~~expirations and the ~~2020~~resolution ~~federal~~of ~~net~~examination ~~operating~~issues ~~loss~~and tosettlements bewith ~~carried back to pre-2018 years when the federal~~ tax ~~rate was 35%~~authorities.

We do not believe that our liability for unrecognized tax benefits would be materially impacted, in the next twelve months, as a result of the expected statute of limitations expirations, the application of limits under available state administrative practice exceptions, and the resolution of examination issues and settlements with federal and certain state tax authorities.

Share Repurchase Program

On August 4, 2020, the Board of Directors authorized an additional $500 million share repurchase authorization in addition to the previous repurchase authorization of $1 billion. There is no expiration date and currently, management has no plans to terminate this program. For the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, we repurchased approximately ~~five~~3.6 million shares of Class A Common Stock for $~~114~~53 million. As of ~~September~~March 3031, ~~2022~~2023, the total remaining purchase authorization was $~~704~~646 million. As of ~~November~~May 45, ~~2022~~2023, we repurchased an additional 05.3 2 million shares of Class A Common Stock, for $699 million since ~~September~~March 3031, ~~2022~~2023. All shares were repurchased under an SEC Rule 10b5-1 plan.

Reclassifications

Certain reclassifications have been made to prior years' consolidated financial statements to conform to the current year's presentation.

Subsequent Events

In April 2023, we filed documents with the SEC detailing our plan to implement a reorganization of the Company in which a new holding company, Sinclair, Inc. would become the publicly-traded parent of SBG.

In May 2023, our Board of Directors declared a quarterly dividend of $0.25 per share, payable on June 15, 2023 to holders of record at the close of business on May 30, 2023.

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2. ~~ACQUISITIONS~~OTHER ~~AND DISPOSITIONS OF~~ ASSETS:

~~Broadcast~~Other ~~Incentive~~assets ~~Auction.~~as Inof ~~2012~~March 31, ~~Congress~~2023 ~~authorized the Federal Communications Commission ("FCC") to conduct so-called "incentive auctions" to auction~~ and ~~re-purpose broadcast television spectrum for mobile broadband use. Pursuant to the auction~~December 31, ~~television~~2022 ~~broadcasters~~consisted ~~submitted bids to receive compensation for relinquishing all or a portion~~ of ~~their rights in~~ the ~~television~~following ~~spectrum of their full-service and Class A stations. Low power stations were not eligible to participate~~ (in ~~the auction and are not protected and therefore may be displaced or forced to go off the air as a result of the post-auction repacking process.~~millions):

In March 2016, the FCC began the repacking process associated with the auction, in which the FCC reassigned some stations to new post-auction channels. We do not expect reassignment to new channels to have a material impact on our coverage. As part of that process, we received notification from the FCC that 100 of our stations have been assigned to new channels. Legislation has provided the FCC with a $3 billion fund to reimburse reasonable costs incurred by stations that are reassigned to new channels in the repack. We recorded gains related to reimbursements for spectrum repack costs incurred of $1 million and $3 million for the three and nine months ended September 30, 2022, respectively, and $3 million and $22 million for the three and nine months ended September 30, 2021, respectively, which are included within gain on asset dispositions and other, net of impairment in our consolidated statements of operations. Capital expenditures related to the spectrum repack were $0.1 million and $1 million for the three and nine months ended September 30, 2022, respectively, and $1 million and $10 million for the three and nine months ended September 30, 2021, respectively. The reimbursements we have received throughout this process have covered the majority of the expenses we incurred related to the repack.


	As of March 31, 2023		As of December 31, 2022
Equity method investments	$	137	$	113
Other investments	445		442
Note receivable	193		193
Post-retirement plan assets	42		41
Other	173		175
Total other assets	$	990	$	964

3. OTHER ASSETS:

Other assets as of September 30, 2022 and December 31, 2021 consisted of the following (in millions):

	As of September 30,2022		As of December 31,2021
Equity method investments	$	131	$	517
Other investments	418		567
Note receivable	193		—
Post-retirement plan assets	39		50
Other	168		274
Total other assets	$	949	$	1,408

Equity Method Investments

We have a portfolio of investments, including ~~an investment in the YES Network (prior to the Deconsolidation),~~ our investment in DSIH (subsequent to the Deconsolidation), and also a number of entities that are primarily focused on the development of real estate and other media and non-media businesses. No investments were individually significant for the periods presented.

~~YES~~Diamond ~~Network~~Sports ~~Investment~~Intermediate Holdings LLC. ~~Prior~~Subsequent to the Deconsolidation, we ~~accounted~~began accounting for our ~~investment~~equity interest in DSIH under the ~~YES~~equity ~~Network~~method asof anaccounting. ~~equity~~As ~~method~~of ~~investment~~March 1, ~~which~~2022, ~~was~~we ~~recorded~~reflected ~~within~~the ~~other~~investment ~~assets~~ in ~~our~~DSIH ~~consolidated~~at ~~balance~~fair ~~sheets~~value, ~~and~~which inwas ~~which~~determined ~~our~~to ~~proportionate~~be ~~share~~nominal. ofFor the ~~net~~three ~~income~~months orended ~~loss~~March ~~generated~~31, by2023 ~~the~~and ~~investment~~2022, ~~was~~we ~~included~~recorded ~~within~~no ~~income from~~ equity method ~~investments~~loss inrelated ~~our~~to ~~consolidated~~the ~~statements~~investment ofbecause ~~operations.~~the Wecarrying ~~recorded~~value ~~income~~ of ~~$10 million for~~ the ~~nine~~investment ~~months~~is ~~ended~~zero ~~September 30, 2022~~ and ~~income~~we ofare ~~$10~~not ~~million~~obligated ~~and~~to ~~$29 million~~fund ~~for~~losses ~~the~~incurred ~~three~~by ~~and nine months ended September 30, 2021, respectively~~DSIH. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

~~Diamond~~YES ~~Sports~~Network ~~Intermediate Holdings LLC~~Investment. ~~Subsequent~~Prior to the Deconsolidation, we ~~began~~accounted ~~accounting~~ for our ~~equity~~investment ~~interest~~ in ~~DSIH under~~ the ~~equity~~YES ~~method~~Network ofas ~~accounting.~~an Asequity ofmethod ~~March 1, 2022, we reflected the~~ investment. inWe ~~DSIH~~recorded atincome ~~fair~~of ~~value,~~$10 ~~which~~million ~~was~~for ~~determined to be nominal. For~~ the three ~~and nine~~ months ended ~~September~~March 3031, 2022 ~~we recorded no equity method loss~~ related to ~~the~~this investment, ~~because~~which ~~the carrying value of the investment~~ is ~~zero~~reflected ~~and~~in weincome ~~are~~from ~~not~~equity ~~obligated~~method toinvestments ~~fund~~in ~~losses~~our ~~incurred~~consolidated bystatements ~~DSIH~~of operations. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

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Other Investments

We measure our investments, excluding equity method investments, at fair value or, in situations where fair value is not readily determinable, we have the option to value investments at cost plus observable changes in value, less impairment. Additionally, certain investments are measured at net asset value ("NAV").

As of ~~September~~both March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, we held $~~216~~234 million ~~and $402 million, respectively,~~ in investments measured at fair value. As of March 31, 2023 and December 31, 2022, we held $~~185~~191 million and $~~147~~190 million, respectively, in investments measured at NAV. We recognized a fair value adjustment ~~gain of $4 million and~~ loss of $~~157~~1 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022,~~2023 ~~respectively,~~ and a fair value adjustment loss of $256 million ~~and gain of $60 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2021,~~2022 ~~respectively,~~ associated with these investments, which are reflected in other income (expense), net in our consolidated statements of operations. As of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, our unfunded commitments related to our investments valued using the NAV practical expedient totaled $9286 million and $8188 million, respectively.

Investments accounted for utilizing the measurement alternative were $1720 million, net of $7 million of cumulative impairments, as of ~~September~~March 3031, ~~2022~~2023, and $18 million, net of $7 million of cumulative impairments, as of December 31, ~~2021~~2022. There were no adjustments to the carrying amount of investments accounted for utilizing the measurement alternative for any of the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 or ~~2021~~2022.

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Note Receivable

On November 5, 2021, we purchased and assumed the lenders’ and the administrative agent’s rights and obligations under the Accounts Receivable Securitization Facility ("A/R Facility"), held by Diamond Sports Finance SPV, LLC ("DSPV"), an indirect wholly-owned subsidiary of DSIH, by making a payment to the lenders equal to approximately $184 million, representing 101% of the aggregate outstanding principal amount of the loans under the A/R Facility, plus any accrued interest and outstanding fees and expenses. The maximum facility limit availability under the A/R Facility is $400 million and has a maturity date of September 23, 2024. Subsequent to the Deconsolidation, transactions related to the A/R Facility are no longer intercompany transactions and, therefore, are reflected in our consolidated financial statements. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies. As of ~~September~~both March 3031, 2023 and December 31, 2022, the note receivable due to the Company iswas approximately $193 million, which is ~~recorded~~reflected ~~within~~in other assets in our consolidated balance sheets.

43. NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING:

Bank Credit Agreement and Notes

The bank credit agreement of Sinclair Television Group, Inc. ("STG"), a wholly owned subsidiary of the Company, (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 ~~September~~March 3031, ~~2022~~2023, the STG first lien leverage ratio was below 4.5x. Under the Bank Credit Agreement, a financial maintenance covenant is only applicable if 35% or more of the capacity (as a percentage of total commitments) under the revolving credit facility, measured as of the last day of each fiscal quarter, is utilized under the revolving credit facility as of such date. Since there was no utilization under the revolving credit facility as of ~~September~~March 3031, ~~2022~~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 ~~September~~March 3031, ~~2022~~2023.

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

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Pursuant to the Fourth Amendment, STG raised Term B-4 Loans (as defined in the Bank Credit Agreement) in an aggregate principal amount of $750 million, which mature on April 21, 2029 (the "Term Loan B-4"). The Term Loan B-4 was issued at 97% of par and bears interest, at STG’s option, at Term Secured Overnight Financing Rate plus 3.75% (subject to customary credit spread adjustments) or base rate plus 2.75%. The proceeds from the Term Loan B-4 were used to refinance all of STG’s outstanding Term Loan B-1 due January 2024 and to redeem STG’s outstanding 5.875% senior notes due 2026 (the "STG 5.875% Notes"). In addition, the maturity of $612.5 million of the total $650 million of revolving commitments under the Bank Credit Agreement were extended to April 21, 2027, with the remaining $37.5 million continuing to mature on December 4, 2025. For the nine months ended September 30, 2022, we capitalized an original issuance discount of $23 million associated with the issuance of the Term Loan B-4, which is reflected as a reduction to the outstanding debt balance and will be recognized as interest expense over the term of the outstanding debt utilizing the effective interest method. The balance of the Term Loan B-4 was $726 million, net of debt discount and deferred financing costs, as of September 30, 2022. We recognized a loss on extinguishment of $10 million for the nine months ended September 30, 2022.

During the nine months ended September 30, 2022, we purchased $118 million aggregate principal amount of STG's 5.125% senior notes due 2027 (the "STG 5.125% Notes") in open market transactions for consideration of $104 million. The STG 5.125% Notes acquired during the nine months ended September 30, 2022 were canceled immediately following their acquisition. We recognized a gain on extinguishment of the STG 5.125% Notes of $13 million for the nine months ended September 30, 2022.

The debt of DSIH was deconsolidated from our balance sheet as part of the Deconsolidation. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

Finance leases to affiliates

The current portion of notes payable, finance leases, and commercial bank financing in our consolidated balance sheets includes finance leases to affiliates of $~~2 million and $~~3 million as of ~~September~~both March 3031, ~~2022~~2023 and December 31, ~~2021, respectively~~2022. Notes payable, finance leases, and commercial bank financing, less current portion, in our consolidated balance sheets includes finances leases to affiliates of $5 million and $6 million as of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, respectively. See Note 109. Related Person Transactions.

Debt of variable interest entities and guarantees of third-party obligations

STG jointly, severally, unconditionally, and irrevocably guaranteed $352 million ~~and $39 million~~ of debt of certain third parties as of ~~September~~both March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, ~~respectively,~~all of which ~~$8 million and $9 million, net of deferred financing costs,~~ related to consolidated VIEs and is included in our consolidated balance sheets as of ~~September~~both March 3031, ~~2022~~2023 and December 31, ~~2021, respectively~~2022. These guarantees primarily relate to the debt of Cunningham Broadcasting Corporation (Cunningham) as discussed under Cunningham Broadcasting Corporation within Note 10. Related Person Transactions. The credit agreements and term loans of these VIEs each bear interest of LIBOR plus 2.50%. We provide a guarantee of certain obligations of a regional sports network subject to a maximum annual amount of $~~108~~112 million with annual escalations of 4% for the next ~~eight~~seven years. We have determined that, as of ~~September~~March 3031, ~~2022~~2023, it is not probable that we would have to perform under any of these guarantees.

~~5. REDEEMABLE~~Interest ~~NONCONTROLLING~~Rate ~~INTERESTS:~~Swap

We entered into an interest rate swap effective February 7, 2023 and terminating on February 28, 2026 in order to manage a portion of our exposure to variable interest rates. The swap agreement has a notional amount of $600 million, bears a fixed interest rate of 3.9%, and we receive a floating rate of interest based on the Secured Overnight Financing Rate ("SOFR"). See Hedge Accounting within Note 1. Nature of Operations and Summary of Significant Accounting Policies for further discussion. As of March 31, 2023, the fair value of the interest rate swap was a liability of $3 million, which is recorded in other current liabilities in our consolidated balance sheets.

4. REDEEMABLE NONCONTROLLING INTERESTS:

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

Redeemable Subsidiary Preferred Equity. On August 23, 2019, Diamond Sports Holdings LLC ("DSH"), an indirect parent of DSG and indirect wholly-owned subsidiary of the Company, issued preferred equity (the "Redeemable Subsidiary Preferred Equity"). 16

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~~Dividends that accrued to the~~ Redeemable Subsidiary Preferred Equity. ~~for~~On ~~the~~August ~~three and nine months ended September 30~~23, ~~2022 were $3 million and $9 million~~2019, ~~respectively,~~Diamond ~~and~~Sports ~~for~~Holdings ~~the~~LLC ~~three and nine months ended September 30~~("DSH"), ~~2021~~an ~~were~~indirect ~~$4 million~~parent ~~and $11 million, respectively, and are reflected in net income attributable to the redeemable controlling interests in our consolidated statements~~ of ~~operations.~~Diamond ~~The~~Sports ~~dividends~~Group, ~~paid~~LLC ~~in cash accrue at a rate equal to 1-month LIBOR~~ (~~with a 0.75% floor~~"DSG") ~~plus~~and ~~8.0%,~~indirect ~~which is 0.5% lower than the rate payable if the dividends were paid~~wholly-~~in-kind~~owned ~~during~~subsidiary ~~the~~of ~~quarter. Dividends accrued during~~ the ~~three and nine months ended September 30~~Company, ~~2022~~issued ~~and~~preferred ~~both~~equity (the ~~three~~"Redeemable ~~months~~Subsidiary ~~ended~~Preferred ~~September 30, 2021 and June 30, 2021 were paid-in-kind and added to the liquidation preference, which was partially offset by certain required cash tax distributions~~Equity").

~~The~~Dividends ~~balance~~accrued ofduring both the ~~Redeemable~~three ~~Subsidiary~~months ~~Preferred~~ended ~~Equity~~March 31, ~~net~~2023 ofand ~~issuance~~2022 ~~costs,~~were ~~was~~ $~~190~~ 3 million and ~~$181 million~~are asreflected in net income attributable to the redeemable noncontrolling interests in our consolidated statements of ~~September 30,~~operations. ~~2022~~The ~~and~~dividends ~~December 31,~~paid ~~2021~~in cash accrue at a rate equal to 1-month LIBOR (with a 0.75% floor) plus 8.0%, ~~respectively~~which is 0. ~~The~~5% ~~liquidation~~lower ~~preference~~than ofthe rate payable if the ~~Redeemable~~dividends ~~Subsidiary~~were ~~Preferred~~paid-in-kind ~~Equity~~during ~~was~~the ~~$194 million~~quarter. ~~and~~Dividends ~~$185 million~~accrued asduring ofboth ~~September 30~~the three months ended March 31, 2023 and 2022 were paid-in-kind and ~~December 31,~~added ~~2021~~to the liquidation preference, ~~respectively~~which was partially offset by certain required cash tax distributions.

~~Subsidiary~~The ~~Equity~~balance, ~~Put~~net ~~Right.~~of Aissuance ~~noncontrolling~~costs, ~~equity~~and ~~holder~~the ofliquidation ~~DSIH~~preference ~~has~~of the ~~right~~Redeemable toSubsidiary ~~sell~~Preferred ~~their~~Equity ~~interest~~were to$194 million ~~DSIH~~and at$198 million, ~~any~~respectively, ~~time~~as ~~during~~of ~~the~~December 31, ~~30-day~~2022. ~~period~~On ~~following~~February ~~September~~10, 302023, ~~2025.~~we ~~The~~purchased ~~value~~the ofremaining ~~this~~175,000 ~~redeemable~~units ~~noncontrolling~~of ~~interest~~the ~~was~~Redeemable ~~$16~~Subsidiary ~~million~~Preferred asEquity offor ~~December 31,~~an ~~2021.~~aggregate ~~This~~purchase ~~redeemable~~price ~~noncontrolling~~of ~~interest~~$190 million, ~~was~~representing ~~deconsolidated~~95% asof ~~part~~the sum of the ~~Deconsolidation.~~remaining ~~See~~unreturned ~~Deconsolidation~~capital contribution of ~~Diamond~~$175 million, ~~Sports~~and ~~Intermediate~~accrued ~~Holdings~~and ~~LLC~~unpaid ~~within~~dividends ~~Note~~up 1.to, ~~Nature~~but ofnot ~~Operations~~including, ~~and~~the ~~Summary~~date of ~~Significant Accounting Policies~~purchase.

65. COMMITMENTS AND CONTINGENCIES:

Other Liabilities

Prior to the Deconsolidation, other liabilities included certain fixed payment obligations which were payable through 2027. As of December 31, 2021, $32 million and $71 million were recorded within other current liabilities and other long-term liabilities, respectively, in our consolidated balance sheets. We recorded interest expense of $1 million for the nine months ended September 30, 2022 and $2 million and $5 million for the three and nine months ended September 30, 2021, respectively. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

Prior to the Deconsolidation, other liabilities included certain variable payment obligations which were payable through 2030. These contractual obligations were based upon the excess cash flow of certain Bally RSNs. As of December 31, 2021, $8 million and $23 million were recorded within other current liabilities and other long-term liabilities, respectively, in our consolidated balance sheets. We recorded measurement adjustment losses of $3 million for the nine months ended September 30, 2022 and $1 million and $4 million for the three and nine months ended September 30, 2021, respectively, which are reflected in other income (expense), net in our consolidated statements of operations. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

Litigation

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

FCC Litigation Matters

On May 22, 2020, the Federal Communications Commission ("FCC") released an Order and Consent Decree pursuant to which the Company agreed to pay $48 million to resolve the matters covered by a Notice of Apparent Liability for Forfeiture ("NAL") issued in December 2017 proposing a $13 million fine for alleged violations of the FCC's sponsorship identification rules by the Company and certain of its subsidiaries, the FCC’s investigation of the allegations raised in the Hearing Designation Order issued in connection with the Company's proposed acquisition of Tribune, and a retransmission related matter. The Company submitted the $48 million payment on August 19, 2020. As part of the consent decree, the Company also agreed to implement a 4-year compliance plan. Two petitions were filed on June 8, 2020 seeking reconsideration of the Order and Consent Decree. The Company filed an opposition to the petitions on June 18, 2020, and the petitions remain pending.

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

On September 2, 2020, the FCC adopted a Memorandum Opinion and Order and NAL against the licensees of several stations with whom the Company has LMAs, JSAs, and/or SSAs in response to a complaint regarding those stations’ retransmission consent negotiations. The NAL proposed a $0.5 million penalty for each station, totaling $9 million. The licensees filed a response to the NAL on October 15, 2020, asking the Commission to dismiss the proceeding or, alternatively, to reduce the proposed forfeiture to $25,000 per station. On July 28, 2021, the FCC issued a forfeiture order in which the $0.5 million penalty was upheld for all but one station. A Petition for Reconsideration of the forfeiture order was filed on August 7, 2021. On March 14, 2022, the ~~Commission~~FCC released a Memorandum Opinion and Order and Order on Reconsideration, reaffirming the forfeiture order and dismissing (and in the alternative, denying) the Petition for Reconsideration. The Company is not a party to this forfeiture order; however, our consolidated financial statements include an accrual of additional expenses of $8 million for the above legal matters during the year ended December 31, 2021, as we consolidate these stations as VIEs.

On September 21, 2022, the FCC released an NAL against the licensees of a number of stations, including 83 Company stations and several stations with whom the Company has LMAs, JSAs, and/or SSAs, for violation of the FCC's limitations on commercial matter in children’s television programming related to KidsClick network programming distributed by the Company in 2018. The NAL proposed a fine of $2.7 million against the Company, and fines ranging from $20,000 to $26,000 per station for the other licensees, including the LMA, JSA, and/or SSA stations, for a total of $3.4 million. As of September 30, 2022, we have accrued $3.4 million. On October 21, 2022, the Company filed a written response seeking reduction of the proposed fine amount, and the matter remains pending.17

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On September 21, 2022, the FCC released an NAL against the licensees of a number of stations, including 83 Company stations and several stations with whom the Company has LMAs, JSAs, and/or SSAs, for violation of the FCC's limitations on commercial matter in children’s television programming related to KidsClick network programming distributed by the Company in 2018. The NAL proposed a fine of $2.7 million against the Company, and fines ranging from $20,000 to $26,000 per station for the other licensees, including the LMA, JSA, and/or SSA stations, for a total of $3.4 million. As of March 31, 2023, we have accrued $3.4 million. On October 21, 2022, the Company filed a written response seeking reduction of the proposed fine amount, and the matter remains pending.

Other Litigation Matters

On November 6, 2018, the Company agreed to enter into a proposed consent decree with the Department of Justice (~~the~~ "DOJ"). This consent decree resolves the DOJ’s investigation into the sharing of pacing information among certain stations in some local markets. The DOJ filed the consent decree and related documents in the U.S. District Court for the District of Columbia on November 13, 2018. The U.S. District Court for the District of Columbia entered the consent decree on May 22, 2019. The consent decree is not an admission of any wrongdoing by the Company and does not subject the Company to any monetary damages or penalties. The Company believes that even if the pacing information was shared as alleged, it would not have impacted any pricing of advertisements or the competitive nature of the market. The consent decree requires the Company to adopt certain antitrust compliance measures, including the appointment of an Antitrust Compliance Officer, consistent with what the DOJ has required in previous consent decrees in other industries. The consent decree also requires the Company's stations not to exchange pacing and certain other information with other stations in their local markets, which the Company’s management ~~has~~had already instructed them not to do.

The Company is aware of twenty-two putative class action lawsuits that were filed against the Company following published reports of the DOJ investigation into the exchange of pacing data within the industry. On October 3, 2018, these lawsuits were consolidated in the Northern District of Illinois. The consolidated action alleges that the Company and thirteen other broadcasters conspired to fix prices for commercials to be aired on broadcast television stations throughout the United States and engaged in unlawful information sharing, in violation of the Sherman Antitrust Act. The consolidated action seeks damages, attorneys’ fees, costs and interest, as well as injunctions against adopting practices or plans that would restrain competition in the ways the plaintiffs have alleged. The Court denied the Defendants’ motion to dismiss on November 6, 2020. Since then, the Plaintiffs have served the Defendants with written discovery requests, and have begun taking depositions of the ~~Court~~employees ~~has~~of ~~set~~the defendants and certain third parties. On March 13, 2023, the Court vacated a pretrial schedule ~~which~~that ~~now~~would ~~requires~~have required discovery to be completed by ~~December~~April 3015, ~~2022~~2023 and briefing on class certification to be completed by ~~May~~September 151, 2023. The Court has not yet set an amended pretrial schedule. The Company believes the lawsuits are without merit and intends to vigorously defend itself against all such claims.

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76. EARNINGS PER SHARE:

The following table reconciles income (numerator) and shares (denominator) used in our computations of basic and diluted earnings per share for the periods presented (in millions, except share amounts which are reflected in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2022		2021		2022		2021
	2023		2022
Income (Numerator)
Net income (loss)	$	29	$	17	$	2,639	$	(285)
Net income	$	193	$	2,616
Net income attributable to the redeemable noncontrolling interests	(5)		(4)		(14)		(13)
Net loss (income) attributable to the redeemable noncontrolling interests	4		(4)
Net (income) loss attributable to the noncontrolling interests	(3)		6		(28)		(27)
Net income attributable to the noncontrolling interests	(12)		(25)
Numerator for basic and diluted earnings (loss) per common share available to common shareholders	$	21	$	19	$	2,597	$	(325)
Numerator for basic and diluted earnings per common share available to common shareholders	$	185	$	2,587
Shares (Denominator)
Basic weighted-average common shares outstanding	69,~~907~~744		7572,~~472~~164		~~70,981~~		~~75,068~~
Dilutive effect of stock-settled appreciation rights and outstanding stock options	—120		4412		4		—
Diluted weighted-average common and common equivalent shares outstanding	69,~~907~~864		7572,~~516~~176		~~70,985~~		~~75,068~~

The following table shows the weighted-average stock-settled appreciation rights and outstanding stock options (in thousands) that are excluded from the calculation of diluted earnings per common share as the inclusion of such shares would be anti-dilutive:

	Three Months Ended September 30,		Nine Months Ended September 30,
	Three Months Ended March 31,
	2022	2021	2022	2021
	2023	2022
Weighted-average stock-settled appreciation rights and outstanding stock options excluded	3,645	12,~~670~~545	~~3,278~~	~~1,629~~

87. SEGMENT DATA:

During the period ended ~~September~~March 3031, ~~2022~~2023, we measured segment performance based on operating income (loss). For the quarter ended ~~September~~March 3031, ~~2022~~2023, we had one reportable segment, broadcast. Prior to the Deconsolidation, we had two reportable segments, broadcast and local sports. Our broadcast segment provides free over-the-air programming to television viewing audiences for stations in markets located throughout the continental United States, as well as distributes the content of these stations to MVPDs for distribution to their customers in exchange for contractual fees. See Revenue Recognition under Note 1. Nature of Operations and Summary of Significant Accounting Policies for further detail. Our local sports segment provided viewers with live professional sports content and included our Bally RSNs, Marquee, and our investment in the YES Network, prior to the Deconsolidation on March 1, 2022. See Deconsolidation of Diamond Sports Intermediate Holdings LLC under Note 1. Nature of Operations and Summary of Significant Accounting Policies. Other and corporate are not reportable segments but are included for reconciliation purposes. Other primarily consists of original networks and content, including Tennis, non-broadcast digital and internet solutions, technical services, and ~~other~~ non-media investments. Corporate costs primarily include our costs to operate as a public company and to operate our corporate headquarters ~~and shared services locations~~location. All of our businesses are located within the United States.

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Segment financial information is included in the following tables for the periods presented (in millions):

As of September 30, 2022

Broadcast

Local sports

Other & Corporate

Eliminations

Consolidated

As of March 31, 2023

Broadcast

Other & Corporate

Eliminations

Consolidated

Assets

4,~~609~~379

—

12,~~999~~057

(ed)

~~(3)~~—

6,~~605~~436

For the three months ended September 30, 2022	Broadcast			Local sports		Other & Corporate		Eliminations			Consolidated
For the three months ended March 31, 2023	Broadcast					Other & Corporate		Eliminations			Consolidated
Revenue	$	~~753~~676	(b)	$	—	$	~~103~~104	$	(137)	(a)	$	~~843~~773
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets	6059			—		7		—(1)			6765
Amortization of program contract costs	17			—		5		—			22
Corporate general and administrative expenses	1733			—		1325		—			3058
Gain on asset dispositions and other, net of impairment	(7)			—		(21)		—			(28)
(Gain) loss on asset dispositions and other, net of impairment	(2)					8		—			6
Operating income	152			—		5		(3)			154
Operating income (loss)	51					(30)		—			21
Interest expense including amortization of debt discount and deferred financing costs	—1			—		6176		(23)			5974
Income from equity method investments	—			—		3331		—			3331

For the three months ended September 30, 2021	Broadcast			Local sports		Other & Corporate		Eliminations			Consolidated
For the three months ended March 31, 2022	Broadcast			Local sports (c)		Other & Corporate		Eliminations			Consolidated
Revenue	$	~~701~~721	(b)	$	~~759~~482	$	~~117~~134	$	(4249)	(a)	$	1,~~535~~288
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets	6160			7954		98		(1)			~~148~~121
Amortization of sports programming rights	—			~~531~~326		—		—			~~531~~326
Amortization of program contract costs	1820			—		45		—			2225
Corporate general and administrative expenses	3043			21		3		—			3547
(Gain) loss on asset dispositions and other, net of impairment	(6)			—		2		—			(4)
Gain on deconsolidation of subsidiary	—			—		(3,357)		—			(3,357)
Operating income (loss)	126			(39)		(12)		(2)			73
Gain on asset dispositions and other, net of impairment	(5)			—		—		—			(5)
Interest expense including amortization of debt discount and deferred financing costs	1			109		48		(3)			155
Operating income (loss)	97			(4)		3,372		1			3,466
Income from equity method investments	—			12		—		—			12
Interest expense including amortization of debt discount and deferred financing costs	1			72		47		(5)			115
Income from equity method investments	—			10		2		—			12

21(a)Includes $5 million and $22 million for the three months ended March 31, 2023 and 2022, respectively, of revenue for services provided by other to broadcast, which is eliminated in consolidation, and $1 million and $24 million for the three months ended March 31, 2023 and 2022, respectively, of revenue for services provided by broadcast to other and local sports, which is eliminated in consolidation.

(b)Includes $10 million and $5 million for the three months ended March 31, 2023 and 2022, respectively, of revenue for services provided by broadcast under management services agreements after the Deconsolidation, which is not eliminated in consolidation. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

(c)Represents the activity prior to the Deconsolidation on March 1, 2022. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

(d)Includes the note receivable due to the Company outstanding under the A/R facility of approximately $193 million. See Note Receivable within Note 2. Other Assets.

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For the nine months ended September 30, 2022	Broadcast			Local sports		Other & Corporate			Eliminations			Consolidated
Revenue	$	2,206	(b)	$	482	$	368		$	(88)	(a)	$	2,968
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets	180			54		23			(2)			255
Amortization of sports programming rights	—			326		—			—			326
Amortization of program contract costs	55			—		13			—			68
Corporate general and administrative expenses	93			1		21			—			115
Gain on deconsolidation of subsidiary	—			—		(3,357)		(c)	—			(3,357)
Gain on asset dispositions and other, net of impairment	(12)			—		(25)			—			(37)
Operating income (loss)	367			(4)		3,364			—			3,727
Interest expense including amortization of debt discount and deferred financing costs	2			72		164			(10)			228
Income from equity method investments	—			10		38			—			48

8. VARIABLE INTEREST ENTITIES:

For the nine months ended September 30, 2021	Broadcast		Local sports (d)		Other & Corporate		Eliminations			Consolidated
Revenue	$	2,053	$	2,365	$	345	$	(105)	(a)	$	4,658
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets	187		241		23		(3)			448
Amortization of sports programming rights	—		1,912		—		—			1,912
Amortization of program contract costs	56		—		11		—			67
Corporate general and administrative expenses	114		8		10		—			132
Gain on asset dispositions and other, net of impairment	(23)		—		(3)		—			(26)
Operating income (loss)	294		(368)		5		(1)			(70)
Interest expense including amortization of debt discount and deferred financing costs	3		327		144		(8)			466
Income (loss) from equity method investments	—		35		(12)		—			23

(a)Includes $1 million and $26 million for the three and nine months ended September 30, 2022, respectively, and $28 million and $82 million for the three and nine months ended September 30, 2021, respectively, of revenue for services provided by broadcast to local sports and other; and $8 million and $51 million for the three and nine months ended September 30, 2022, respectively, of revenue for services provided by other to broadcast, which are eliminated in consolidation.

(b)Includes $12 million and $27 million for the three and nine months ended September 30, 2022, respectively, of revenue for services provided by broadcast under management services agreements after the Deconsolidation, which is not eliminated in consolidation. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

(c)Represents the gain recognized on the Deconsolidation. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

(d)Represents the activity prior to the Deconsolidation on March 1, 2022. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

(e)Includes the note receivable due to the Company outstanding under the A/R facility of approximately $193 million. See Long Term Note Receivable within Note. 3 Other Assets.

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9. VARIABLE INTEREST ENTITIES:

Certain of our stations provide services to other station owners within the same respective market through agreements, such as LMAs, where we provide programming, sales, operational, and administrative services, and JSAs and SSAs, where we provide non-programming, sales, operational, and administrative services. In certain cases, we have also entered into purchase agreements or options to purchase the license related assets of the licensee. We typically own the majority of the non-license assets of the stations, and in some cases where the licensee acquired the license assets concurrent with our acquisition of the non-license assets of the station, we have provided guarantees to the bank for the licensee’s acquisition financing. The terms of the agreements vary, but generally have initial terms of over five years with several optional renewal terms. Based on the terms of the agreements and the significance of our investment in the stations, we are the primary beneficiary when, subject to the ultimate control of the licensees, we have the power to direct the activities which significantly impact the economic performance of the VIE through the services we provide and we absorb losses and returns that would be considered significant to the VIEs. The fees paid between us and the licensees pursuant to these arrangements are eliminated in consolidation.

A subsidiary of DSIH is a party to a joint venture associated with Marquee. Marquee is party to a long term telecast rights agreement which provides the rights to air certain live game telecasts and other content, which we guarantee. In connection with a prior acquisition, we became party to a joint venture associated with one other regional sports network. DSIH participated significantly in the economics and had the power to direct the activities which significantly impacted the economic performance of these regional sports networks, including sales and certain operational services. As of December 31, 2021, we consolidated these regional sports networks because they were variable interest entities and we were the primary beneficiary. As of March 1, 2022, as a result of the Deconsolidation, we no longer consolidate these regional sports networks. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

The carrying amounts and classification of the assets and liabilities of the VIEs mentioned above, which have been included in our consolidated balance sheets as of the dates presented, were as follows (in millions):

	As of September 30,2022		As of December 31,2021
	As of March 31,2023		As of December 31,2022
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	43
Accounts receivable, net	$	17	$	47
Accounts receivable, net	45		83
Other current assets	2		3
Prepaid sports rights	—		2
Total current assets	19		50
Other current assets	4		4
Property and equipment, net	11		10
Total current assets	49		132
Property and equipment, net	7		17
Operating lease assets	—		5
Goodwill and indefinite-lived intangible assets	15		15
Definite-lived intangible assets, net	4238		4740
Other assets	—		1
Total assets	$	83	$	115
Total assets	$	113	$	217
LIABILITIES
Current liabilities:
Other current liabilities	$	2214	$	6215
Long-term liabilities:
Notes payable, finance leases and commercial bank financing, less current portion	6		7
Operating lease liabilities, less current portion	—		4
Program contracts payable, less current portion	1		1
Program contracts payable, less current portion	1		2
Other long-term liabilities	3		3
Other long-term liabilities	3		4
Total liabilities	$	24	$	26
Total liabilities	$	26	$	72

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The amounts above represent the combined assets and liabilities of the VIEs described above, for which we are the primary beneficiary. Total liabilities associated with certain outsourcing agreements and purchase options with certain VIEs, which are excluded from the above, were $~~129~~131 million and $~~127~~130 million as of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, respectively, as these amounts are eliminated in consolidation. The assets of each of these consolidated VIEs can only be used to settle the obligations of the VIE. As of ~~September~~March 3031, ~~2022~~2023, all of the liabilities are non-recourse to us except for the debt of certain VIEs. See Debt of variable interest entities and guarantees of third-party obligations under Note 43. Notes Payable, Finance Leases, and Commercial Bank Financing for further discussion. The risk and reward characteristics of the VIEs are similar.

Other VIEs

We have several investments in entities which are considered VIEs. However, we do not participate in the management of these entities, including the day-to-day operating decisions or other decisions which would allow us to control the entity, and therefore, we are not considered the primary beneficiary of these VIEs.

InThe ~~conjunction~~carrying ~~with~~amounts ~~the Transaction, the composition~~ of ~~the~~our ~~DSIH~~investments ~~board~~in ofthese ~~managers~~VIEs ~~was~~for ~~modified~~which ~~resulting~~we inare ~~our~~not ~~loss~~the ofprimary ~~voting~~beneficiary ~~control~~were ~~over~~$196 ~~DSIH.~~million Weand ~~hold~~$187 ~~substantially~~million ~~all~~as of ~~the~~March 31, ~~equity~~2023 ~~of DSIH~~ and ~~provide~~December 31, ~~certain~~2022, ~~management~~respectively, and ~~general~~are ~~and~~included ~~administrative~~in ~~services~~other toassets ~~DSIH.~~in ~~However,~~our itconsolidated ~~was~~balance ~~determined~~sheets. ~~that~~See weNote ~~are~~2. ~~not~~Other ~~the~~Assets ~~primary~~for ~~beneficiary~~more ~~because~~information werelated ~~lack~~to ~~the~~our ~~ability~~equity toinvestments. ~~control~~Our ~~the~~maximum ~~activities~~exposure ~~that~~is ~~most~~equal ~~significantly~~to ~~drive~~ the ~~economics~~carrying value of ~~the~~our ~~business~~investments. The ~~carrying~~income ~~amount~~and ofloss ~~our~~related ~~investment~~to inequity ~~DSIH~~method isinvestments ~~zero~~ and ~~there~~other isinvestments noare ~~obligation~~recorded ~~for~~in usincome tofrom ~~provide~~equity ~~additional~~method ~~financial~~investments ~~support.~~and Weother ~~are~~income ~~also~~(expense), ~~party~~net, torespectively, anin ~~A/R~~our ~~facility~~consolidated ~~held~~statements byof ~~DSIH~~operations. We ~~which~~recorded ~~had~~gains ~~an outstanding balance~~ of ~~approximately~~ $~~193~~ 35 million asfor ofthe ~~September 30,~~three ~~2022. See~~months ~~Note~~ended ~~Receivable~~March ~~within~~31, ~~Note~~2023 3.and ~~Other~~gains ~~Assets.~~of ~~The~~$20 ~~amounts~~million ~~drawn~~for ~~under~~ the ~~A/R~~three ~~facility~~months ~~represent~~ended ~~our~~March ~~maximum~~31, ~~loss~~2022 ~~exposure~~related to these investments.

~~The~~In ~~carrying~~conjunction ~~amounts~~with the Transaction, the composition of ~~our~~the ~~investments~~DSIH inboard ~~these~~of ~~VIEs~~managers ~~for~~was ~~which~~modified weresulting ~~are~~in ~~not~~our ~~the~~loss ~~primary~~of ~~beneficiary~~voting ~~were~~control ~~$186~~over ~~million~~DSIH. ~~and~~We ~~$175~~hold ~~million~~substantially asall of ~~September 30,~~the ~~2022~~equity of DSIH and ~~December 31,~~provide ~~2021,~~certain ~~respectively,~~management and ~~are~~general ~~included~~and inadministrative ~~other~~services ~~assets~~to inDSIH. ~~our~~However, ~~consolidated~~it ~~balance~~was ~~sheets.~~determined ~~See~~that ~~Note~~we 3.are ~~Other~~not ~~Assets~~the ~~for~~primary ~~more~~beneficiary ~~information~~because ~~related~~we tolack ~~our~~the ~~equity~~ability ~~investments.~~to ~~Our~~control ~~maximum~~the ~~exposure~~activities isthat ~~equal~~most tosignificantly drive the ~~carrying~~economics ~~value~~ of ~~our~~the ~~investments~~business. The ~~income~~carrying ~~and~~amount ~~loss~~of ~~related~~our toinvestment ~~equity~~in ~~method~~DSIH ~~investments~~is zero and ~~other~~there ~~investments~~is ~~are~~no ~~recorded~~obligation infor ~~income~~us ~~from~~to ~~equity~~provide ~~method~~additional ~~investments~~financial ~~and~~support. ~~other~~We ~~income~~are ~~(expense),~~also ~~net,~~party ~~respectively,~~to inan ~~our~~A/R ~~consolidated~~facility ~~statements~~held ofby ~~operations. We~~an ~~recorded~~indirect ~~gains~~wholly-owned subsidiary of ~~$33~~DSIH ~~million~~which ~~and~~had ~~$58~~an ~~million~~outstanding ~~for~~balance ~~the~~of ~~three~~approximately ~~and~~$193 million ~~nine~~as ~~months~~of ~~ended~~both ~~September 30~~March 31, ~~2022,~~2023 ~~respectively,~~ and ~~gains~~December 31, of2022. ~~$32~~See ~~million~~Note ~~and~~Receivable ~~$20~~within ~~million~~Note ~~for~~2. ~~the~~Other ~~three~~Assets. ~~and~~The ~~nine~~amounts ~~months~~drawn ~~ended~~under ~~September~~the ~~30,~~A/R ~~2021,~~facility ~~respectively,~~represent ~~related~~our tomaximum ~~these~~loss ~~investments~~exposure.

~~10. RELATED PERSON TRANSACTIONS:~~22

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9. RELATED PERSON TRANSACTIONS:

Transactions with our controlling shareholders

David, Frederick, J. Duncan, and Robert Smith (collectively, the "controlling shareholders") are brothers and hold substantially all of our Class B Common Stock and some of our Class A Common Stock. We engaged in the following transactions with them and/or entities in which they have substantial interests:

Leases. Certain assets used by us and our operating subsidiaries are leased from entities owned by the controlling shareholders. Lease payments made to these entities were $2 million ~~and $5 million~~ for both the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022,~~2023 ~~respectively,~~ and ~~$1 million and $4 million for the three and nine months ended September 30, 2021, respectively~~2022. For further information, see Note 43. Notes Payable, Finance Leases, and Commercial Bank Financing.

Charter Aircraft. We lease aircraft owned by certain controlling shareholders. For all leases, we incurred expenses of less than $0.1 million ~~and $0.3 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022,~~2023 ~~respectively.~~and ~~We incurred expenses of~~ $0.2 million ~~and $0.4 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2021, respectively~~2022.

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Cunningham Broadcasting Corporation

Cunningham owns a portfolio of television stations, including: WNUV-TV Baltimore, Maryland; WRGT-TV Dayton, Ohio; WVAH-TV Charleston, West Virginia; WMYA-TV Anderson, South Carolina; WTTE-TV Columbus, Ohio; WDBB-TV Birmingham, Alabama; WBSF-TV Flint, Michigan; WGTU-TV/WGTQ-TV Traverse City/Cadillac, Michigan; WEMT-TV Tri-Cities, Tennessee; WYDO-TV Greenville, North Carolina; KBVU-TV/KCVU-TV Eureka/Chico-Redding, California; WPFO-TV Portland, Maine; ~~and~~ KRNV-DT/KENV-DT Reno, Nevada/Salt Lake City, Utah; and KTXD-TV in Dallas, Texas (collectively, the "Cunningham Stations"). Certain of our stations provide services to the Cunningham Stations pursuant to LMAs or JSAs and SSAs. See Note 98. Variable Interest Entities, for further discussion of the scope of services provided under these types of arrangements. As of September 30, 2022, we have jointly and severally, unconditionally, and irrevocably guaranteed $33 million of Cunningham's debt, of which $6 million, net of less than $0.1 million deferred financing costs, relates to the Cunningham VIEs that we consolidate.

All of the non-voting stock of the Cunningham Stations is owned by trusts for the benefit of the children of our controlling shareholders. We consolidate certain subsidiaries of Cunningham with which we have variable interests through various arrangements related to the Cunningham Stations.

The services provided to WNUV-TV, WMYA-TV, WTTE-TV, WRGT-TV and WVAH-TV are governed by a master agreement which has a current term that expires on July 1, 2028 and there is one additional five-year renewal term remaining with final expiration on July 1, 2033. We also executed purchase agreements to acquire the license related assets of these stations from Cunningham, which grant us the right to acquire, and grant Cunningham the right to require us to acquire, subject to applicable FCC rules and regulations, 100% of the capital stock or the assets of these individual subsidiaries of Cunningham. Pursuant to the terms of this agreement we are obligated to pay Cunningham an annual fee for the television stations equal to the greater of (i) 3% of each station’s annual net broadcast revenue or (ii) $56 million. The aggregate purchase price of these television stations increases by 6% annually. A portion of the fee is required to be applied to the purchase price to the extent of the 6% increase. The cumulative prepayments made under these purchase agreements were $6062 million and $5861 million as of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, respectively. The remaining aggregate purchase price of these stations, net of prepayments, as of both ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, was approximately $54 million. Additionally, we provide services to WDBB-TV pursuant to an LMA, which expires April 22, 2025, and have a purchase option to acquire for $0.2 million. We paid Cunningham, under these agreements, $3 million ~~and $7 million~~ for both the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022,~~2023 ~~respectively,~~ and ~~$3 million and $8 million for the three and nine months ended September 30, 2021, respectively~~2022.

The agreements with KBVU-TV/KCVU-TV, KRNV-DT/KENV-DT, WBSF-TV, WDBB-TV, WEMT-TV, WGTU-TV/WGTQ-TV, WPFO-TV, and WYDO-TV expire between ~~May~~August 2023 and November 2029 and certain stations have renewal provisions for successive eight-year periods.

As we consolidate the licensees as VIEs, the amounts we earn or pay under the arrangements are eliminated in consolidation and the gross revenues of the stations are reported in our consolidated statements of operations. Our consolidated revenues include $4036 million ~~and $111 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022,~~2023 ~~respectively,~~ and $3534 million ~~and $107 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2021,~~2022 ~~respectively,~~ related to the Cunningham Stations.

We have an agreement with Cunningham to provide master control equipment and provide master control services to a station in Johnstown, PA with which Cunningham has an LMA that expires in June 2025. Under the agreement, Cunningham paid us an initial fee of $1 million and pays us $0.3 million annually for master control services plus the cost to maintain and repair the equipment. In addition, we have an agreement with Cunningham to provide a news share service with the Johnstown, PA station for an annual fee of $0.6 million, which increases by 3% on each anniversary and expires in November 2024.

~~Atlantic Automotive Corporation~~23

We sell advertising time to Atlantic Automotive Corporation ("Atlantic Automotive"), a holding company that owns automobile dealerships and an automobile leasing company. David D. Smith, our Executive Chairman, has a controlling interest in, and is a member of the Board of Directors of, Atlantic Automotive. We received payments for advertising totaling less than $0.1 million for all of the three and nine months ended September 30, 2022 and 2021.

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We have multi-cast agreements with Cunningham Stations in the Eureka/Chico-Redding, California; Tri-Cities, Tennessee; Anderson, South Carolina; Baltimore, Maryland; Portland, Maine; Charleston, West Virginia; Dallas, Texas; and Greenville, North Carolina markets. In exchange for carriage of these networks in their markets, we paid $0.5 million for the three months ended March 31, 2023 and $0.2 million for the three months ended March 31, 2022 under these agreements.

MileOne Autogroup Inc.

We sell advertising time to certain operating subsidiaries of MileOne Autogroup, Inc. ("MileOne"), including automobile dealerships, body shops, and an automobile leasing company. David D. Smith, our Executive Chairman, has a controlling interest in, and is a member of the Board of Directors of, MileOne. We received payments for advertising totaling less than $0.1 million for each of the three months ended March 31, 2023 and 2022.

Leased property by real estate ventures

Certain of our real estate ventures have entered into leases with entities owned by members of the Smith Family. Total rent payments received under these leases were $0.34 million ~~and $0.8 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022,~~2023 ~~respectively,~~ and $0.32 million ~~and $0.7 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2021, respectively~~2022.

Diamond Sports Intermediate Holdings LLC

Subsequent to February 28, 2022, we accounted for our equity interest in DSIH as an equity method investment. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

Management Services Agreement. In 2019, we entered into a management services agreement with DSG, a wholly-owned subsidiary of DSIH, in which we provide DSG with affiliate sales and marketing services and general and administrative services. The contractual annual amount due from DSG for these services during the fiscal year ended December 31, ~~2022~~2023 is $7578 million, which is subject to increases on an annual basis. Additionally, the agreement contains an incentive fee payable to us calculated based on certain terms contained within new or renewed distribution agreements with Distributors. As a condition to the Transaction, DSG will defer the cash payment of a portion of its management fee payable to the Company over the next five years. Pursuant to this agreement, the Broadcast segment recorded $119 million and $4928 million of revenue for the three ~~and nine~~ months ended ~~September~~March 3031, 2023 and 2022, respectively, of which $24 million for the ~~nine~~three months ended ~~September~~March 3031, 2022 was eliminated in consolidation prior to the Deconsolidation. We will not recognize the portion of deferred management fees as revenue until such fees are determined to be collectible.

Distributions. DSIH made distributions to DSH for tax payments on the dividends of the Redeemable Subsidiary Preferred Equity of $21 million ~~and $5 million~~ during the three ~~and nine~~ months ended ~~September~~March 3031, 2022~~, respectively~~.

Note receivable. We received payments totaling $603 million and $50 million from DSPV during the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~funded~~2022, ~~an additional $40 million during the nine months ended September 30~~respectively, ~~2022~~ related to the note receivable associated with the A/R facility.

~~During~~We ~~the~~recorded ~~three~~revenue ~~and~~of ~~nine~~$5 million ~~months~~and ~~ended~~$1 million ~~September~~during ~~30,~~the ~~2022~~three wemonths ~~recorded~~ended ~~revenue~~March of31, $52023 ~~million~~ and ~~$10 million~~2022, respectively, within other related to certain other transactions between DSIH and the Company.

Other equity method investees

YES Network. In August 2019, YES Network, which was accounted for as an equity method investment prior to the Deconsolidation, entered into a management services agreement with the Company, in which we provide certain services for an initial term that expires on August 29, 2025. The agreement will automatically renew for two 2-year renewal terms, with a final expiration on August 29, 2029. Pursuant to the terms of the agreement, the YES Network paid us a management services fee of $1 ~~million for the nine months ended September 30, 2022 and $1~~ million ~~and $4 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2021, respectively~~2022. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

DSIH has a minority interest in certain mobile production businesses. Prior to the Deconsolidation, we accounted for these as equity method investments. DSIH made payments to these businesses for production services totaling $5 ~~million for the nine months ended September 30, 2022 and $13~~ million ~~and $37 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2021, respectively~~2022. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

We have a minority interest in a sports marketing company, which we account for as an equity method investment. We made payments to this business for marketing services totaling $2 million for the nine months ended September 30, 2022 and $5 million and $15 million for the three and nine months ended September 30, 2021, respectively.24

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Sports Programming Rights

Affiliates of six professional teams have non-controlling equity interests in certain of DSIH's RSNs. DSIH paid $61 ~~million, net of rebates, for the nine months ended September 30, 2022 and $118~~ million ~~and $377 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2021,~~2022 ~~respectively,~~ under sports programming rights agreements covering the broadcast of regular season games associated with these professional teams. Prior to the Deconsolidation, these payments were recorded in our consolidated statements of operations and cash flows. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

Employees

Jason Smith, an employee of the Company, is the son of Frederick Smith., ~~Frederick~~who ~~Smith~~ is a Vice President of the Company and a member of the Company's Board of Directors. Jason Smith received total compensation of $0.2 million and $0.1 million for the three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, respectively, consisting of salary and $0bonus.4 ~~million~~Ethan White, an employee of the Company, is the son-in-law of J. Duncan Smith, who is a Vice President of the Company and Secretary of the Company’s Board of Directors. Ethan White received total compensation of less than $0.21 million for both the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, ~~respectively,~~ consisting of salary and bonus, and was granted 21,~~239~~252 shares of restricted stock, vesting over two years, during the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2023. Amberly Thompson, an employee of the Company, is the daughter of Donald Thompson., ~~Donald~~who ~~Thompson~~ is an Executive Vice President and Chief Human Resources Officer of the Company. Amberly Thompson received total compensation of ~~less than~~ $0.1 million ~~for both the three months ended September 30, 2022~~ and ~~2021~~less ~~and~~than $0.1 million for ~~both~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, respectively, consisting of salary and bonus. Edward Kim, an employee of the company, is the brother-in-law of Christopher Ripley., ~~Christopher~~who ~~Ripley~~ is the President and Chief Executive Officer of the Company. Edward Kim received total compensation of less than $0.1 million for both the three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021 and $0.1 million for both the nine months ended September 30,~~ 2022 ~~and 2021~~, consisting of salary, and was granted 516 and 302 shares of restricted stock, vesting over two years, during the ~~nine~~three months ended ~~September~~March 3031, 2023 and 2022, respectively.

Frederick Smith, ~~a Vice President of the Company and a member of the Company’s Board of Directors,~~ is the brother of David Smith, Executive Chairman of the Company and Chairman of the Company’s Board of Directors; J.Robert ~~Duncan~~ Smith, a ~~Vice~~member ~~President~~ of the Company ~~and Secretary of the Company~~’s Board of Directors; and ~~Robert~~J. ~~Smith,~~Duncan ~~a member of the Company’s Board of Directors~~Smith. Frederick Smith received total compensation of $0.2 million for both the three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021 and $0.6 million for both the nine months ended September 30,~~ 2022 ~~and 2021~~, consisting of salary and bonus. J. Duncan Smith, ~~a Vice President of the Company and Secretary of the Company’s Board of Directors,~~ is the brother of David Smith, ~~Executive Chairman of the Company and Chairman of the Company’s Board of Directors;~~ Frederick Smith, ~~a Vice President of the Company~~ and ~~a member of the Company’s Board of Directors; and~~ Robert Smith~~, a member of the Company’s Board of Directors~~. J. Duncan Smith received total compensation of $0.2 million for both the three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021 and $0.6 million for both the nine months ended September 30,~~ 2022 ~~and 2021~~, consisting of salary and bonus.

1110. FAIR VALUE MEASUREMENTS:

Accounting guidance provides for valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). A fair value hierarchy using three broad levels prioritizes the inputs to valuation techniques used to measure fair value. The following is a brief description of those three levels:

•Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

•Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

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The following table sets forth the face value and fair value of our financial assets and liabilities for the periods presented (in millions):


	As of March 31, 2023			As of December 31, 2022
	Face Value	Fair Value		Face Value	Fair Value
Level 1:
Investments in equity securities	N/A	$	5	N/A	$	6
Money market funds	N/A	450		N/A	741
Deferred compensation assets	42	42		41	41
Deferred compensation liabilities	37	37		35	35

Level 2:
Investments in equity securities (a)	N/A	154		N/A	153
Interest rate swap (b)	N/A	3		N/A	—
STG (c):
5.500% Senior Notes due 2030	500	399		500	347
5.125% Senior Notes due 2027	282	244		282	230
4.125% Senior Secured Notes due 2030	750	608		750	560
Term Loan B-2, due September 30, 2026	1,255	1,148		1,258	1,198
Term Loan B-3, due April 1, 2028	727	656		729	692
Term Loan B-4, due April 21, 2029	744	676		746	709

Debt of variable interest entities (c)	8	8		8	8
Debt of non-media subsidiaries (c)	16	16		16	16

Level 3:
Investments in equity securities (d)	N/A	75		N/A	75

N/A - Not applicable

(a)Consists of unrestricted warrants to acquire marketable common equity securities. The fair value of the warrants are derived from the quoted trading prices of the underlying common equity securities less the exercise price.

(b)We entered into an interest rate swap effective February 7, 2023 and terminating on February 28, 2026 in order to manage a portion of our exposure to variable interest rates. The swap agreement has a notional amount of $600 million, bears a fixed interest rate of 3.9%, and we receive a floating rate of interest based on SOFR. The fair value of the interest rate swap was a liability as of March 31, 2023. See Hedge Accounting within Note 1. Nature of Operations and Summary of Significant Accounting Policies and Interest Rate Swap within Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing.

(c)Amounts are carried in our consolidated balance sheets net of debt discount, premium, and deferred financing cost, which are excluded in the above table, of $54 million and $56 million as of March 31, 2023 and December 31, 2022, respectively.

(d)On November 18, 2020, we entered into a commercial agreement with Bally's Corporation ("Bally's") and received warrants and options to acquire common equity in the business. During the three months ended March 31, 2022 we recorded a fair value adjustment loss of $56 million related to these interests. The fair value of the warrants is primarily derived from the quoted trading prices of the underlying common equity. The fair value of the options is derived utilizing the Black Scholes valuation model. The most significant inputs include the trading price of the underlying common stock and the exercise price of the options, which range from $30 to $45 per share.

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	As of September 30, 2022				As of December 31, 2021
	Face Value		Fair Value		Face Value		Fair Value
Level 1:
Investments in equity securities	$	5	$	5	$	5	$	5
Deferred compensation assets	38		38		48		48
Deferred compensation liabilities	32		32		38		38
STG:
Money market funds	467		467		265		265
DSG (a):
Money market funds	—		—		101		101
Level 2:
Investments in equity securities (b)	59		59		114		114
STG (c):
5.875% Senior Notes due 2026 (d)	—		—		348		357
5.500% Senior Notes due 2030	500		359		500		489
5.125% Senior Notes due 2027 (e)	282		233		400		391
4.125% Senior Secured Notes due 2030	750		565		750		712
Term Loan B-1, due January 3, 2024 (d)	—		—		379		373
Term Loan B-2, due September 30, 2026	1,261		1,188		1,271		1,239
Term Loan B-3, due April 1, 2028	731		683		736		722
Term Loan B-4, due April 21, 2029 (d)	748		703		—		—
DSG (a) (c):
12.750% Senior Secured Notes due 2026	—		—		31		17
6.625% Senior Unsecured Notes due 2027	—		—		1,744		490
5.375% Senior Secured Notes due 2026	—		—		3,050		1,525
Term Loan, due August 24, 2026	—		—		3,226		1,484
Debt of variable interest entities (c)	8		8		9		9
Debt of non-media subsidiaries (c)	16		16		17		17
Level 3:
Investments in equity securities (f)	152		152		282		282

The following table summarizes the changes in financial assets measured at fair value on a recurring basis and categorized as Level 3 under the fair value hierarchy for the three months ended March 31, 2023 and 2022 (in millions):

(a)The debt of DSG, a wholly-owned subsidiary of DSIH, was deconsolidated from our balance sheet as part of the Deconsolidation. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.


Options and Warrants
Three Months Ended March 31, 2023
Fair value at December 31, 2022	$	75


Measurement adjustments	—
Fair value at March 31, 2023	$	75

(b)Consists of unrestricted warrants to acquire marketable common equity securities. The fair value of the warrants are derived from the quoted trading prices of the underlying common equity securities less the exercise price.


Options and Warrants
Three Months Ended March 31, 2022
Fair value at December 31, 2021	$	282


Measurement adjustments	(56)
Fair value at March 31, 2022	$	226

~~(c)Amounts~~11. CONDENSED ~~are~~CONSOLIDATING ~~carried~~FINANCIAL in our consolidated balance sheets net of debt discount, premium, and deferred financing cost, which are excluded in the above table, of $58 million and $158 million as of September 30, 2022 and December 31, 2021, respectively.STATEMENTS:

~~(d)In~~STG ~~April~~is ~~2022~~the primary obligor under the Bank Credit Agreement, ~~STG~~5.125% ~~raised~~Notes, ~~Term~~5.500% B-Notes, and 4.125% ~~Loans~~Secured inNotes an(collectively, ~~aggregate~~the ~~principal~~notes ~~amount~~are ofreferred ~~$750~~to ~~million,~~as the ~~proceeds~~"STG ofNotes"). ~~which~~Our ~~were~~Class A ~~used~~Common toStock ~~refinance~~and ~~all~~Class B Common Stock as of ~~STG’s~~March 31, ~~outstanding~~2023, ~~Term~~were ~~Loan~~obligations ~~B-1~~or ~~due~~securities ~~January~~of ~~2024~~SBG and tonot ~~redeem~~obligations ~~STG’s~~or ~~outstanding~~securities 5of STG.~~875%~~ SBG ~~senior~~is ~~notes~~a ~~due~~guarantor ~~2026.~~under ~~See~~the ~~Note~~STG 4Notes. ~~Notes~~As ~~Payable~~of March 31, ~~Finance~~2023, ~~Leases~~our consolidated total debt, net of deferred financing costs and ~~Commercial~~debt ~~Bank~~discounts, ~~Financing~~of $4,258 million included $4,243 million related to STG and its subsidiaries of which we guaranteed $4,211 million.

~~(e)During~~SBG, ~~the~~KDSM, ~~nine~~LLC, ~~months~~a ~~ended~~wholly-owned ~~September~~subsidiary ~~30,~~of ~~2022~~SBG, weand ~~purchased~~STG’s ~~$118~~wholly-owned ~~million~~subsidiaries ~~aggregate~~("guarantor ~~principal~~subsidiaries") ~~amount~~have offully ~~the~~and ~~STG~~unconditionally ~~5.125%~~guaranteed, ~~Notes~~subject into ~~open~~certain ~~market~~customary ~~transactions~~automatic ~~for~~release ~~consideration~~provisions, all of ~~$104~~STG’s ~~million~~obligations. Those ~~The~~guarantees ~~STG~~are 5joint and several.~~125%~~ There ~~Notes~~are ~~acquired~~certain ~~during~~contractual ~~the~~restrictions ~~nine~~on ~~months~~the ~~ended~~ability ~~September~~of 30SBG, ~~2022~~STG, ~~were~~or ~~canceled~~KDSM, ~~immediately~~LLC ~~following~~to ~~their~~obtain ~~acquisition.~~funds ~~See~~from ~~Note~~their 4.subsidiaries ~~Notes~~in ~~Payable,~~the ~~Finance~~form ~~Leases,~~of ~~and~~dividends ~~Commercial~~or ~~Bank Financing~~loans.

(f)On November 18, 2020, we entered into a commercial agreement with Bally's Corporation ("Bally's") and received warrants and options to acquire common equity in the business. During the three and nine months ended September 30, 2022 we recorded fair value adjustment losses of $0.2 million and $130 million, respectively, and during the three and nine months ended September 30, 2021 we recorded a fair value adjustment loss of $30 million and a gain of $22 million, respectively, related to these interests. The fair value of the warrants is primarily derived from the quoted trading prices of the underlying common equity adjusted for a 12% and 16% discount for lack of marketability ("DLOM") as of September 30, 2022 and December 31, 2021, respectively. The fair value of the options is derived utilizing the Black Scholes valuation model. The most significant inputs include the trading price of the underlying common stock, the exercise price of the options, which range from $30 to $45 per share, and a DLOM of 12% and 16% as of September 30, 2022 and December 31, 2021, respectively. There are certain restrictions surrounding the sale and ownership of common stock and we have agreed not to sell any shares beneficially owned prior to the first anniversary of the agreement. We are also precluded from owning more than 4.9% of the outstanding common shares of Bally's, inclusive of shares obtained through the exercise of the warrants and options described above.

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The following table summarizes the changes in financial assets measured at fair value on a recurring basis and categorized as Level 3 under the fair value hierarchy for the three and nine months ended September 30, 2022 and 2021 (in millions):

Options and Warrants
Three Months Ended September 30, 2022			Nine Months Ended September 30, 2022
Fair value at June 30, 2022	$	152	Fair value at December 31, 2021	$	282
Measurement adjustments	—		Measurement adjustments	(130)
Fair value at September 30, 2022	$	152	Fair value at September 30, 2022	$	152

Options and Warrants
Three Months Ended September 30, 2021			Nine Months Ended September 30, 2021
Fair value at June 30, 2021	$	384	Fair value at December 31, 2020	$	332
Measurement adjustments	(30)		Measurement adjustments	22
Fair value at September 30, 2021	$	354	Fair value at September 30, 2021	$	354

12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS:

STG is the primary obligor under the Bank Credit Agreement, 5.125% Notes, 5.500% Notes, and 4.125% Secured Notes (collectively, the Notes are referred to as the "STG Notes"). Our Class A Common Stock and Class B Common Stock as of September 30, 2022, were obligations or securities of SBG and not obligations or securities of STG. SBG is a guarantor under the STG Notes. As of September 30, 2022, our consolidated total debt, net of deferred financing costs and debt discounts, of $4,269 million included $4,253 million related to STG and its subsidiaries of which we guaranteed $4,222 million.

SBG, KDSM, LLC, a wholly-owned subsidiary of SBG, and STG’s wholly-owned subsidiaries (guarantor subsidiaries) have fully and unconditionally guaranteed, subject to certain customary automatic release provisions, all of STG’s obligations. Those guarantees are joint and several. There are certain contractual restrictions on the ability of SBG, STG, or KDSM, LLC to obtain funds from their subsidiaries in the form of dividends or loans.

The following condensed consolidating financial statements present the consolidated balance sheets, consolidated statements of operations and comprehensive income, and consolidated statements of cash flows of SBG, STG, KDSM, LLC and the guarantor subsidiaries, the direct and indirect non-guarantor subsidiaries of SBG, and the eliminations necessary to arrive at our information on a consolidated basis and are provided pursuant to the terms of certain of our debt agreements. Investments in the subsidiaries of SBG, STG, KDSM, LLC and the guarantor subsidiaries, the direct and indirect non-guarantor subsidiaries of SBG are presented in each column under the equity method of accounting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. As such, these condensed consolidating financial statements should be read in conjunction with the accompanying notes to consolidated financial statements.

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CONDENSED CONSOLIDATING BALANCE SHEET

AS OF ~~SEPTEMBER~~MARCH 3031, ~~2022~~2023

(in millions) (unaudited)

	SinclairBroadcastGroup, Inc.		SinclairTelevisionGroup, Inc.		GuarantorSubsidiariesand KDSM,LLC		Non-GuarantorSubsidiaries		Eliminations		SinclairConsolidated
Cash and cash equivalents	$	3348	$	~~483~~461	$	1	$	90113	$	—	$	~~607~~623
Accounts receivable, net	—		—		~~533~~581		5322		—		~~586~~603
Other current assets	2226		4357		~~341~~165		2125		(5752)		~~370~~221
Total current assets	5574		~~526~~518		~~875~~747		~~164~~160		(5752)		1,~~563~~447
Property and equipment, net	1—		3230		~~661~~666		4850		(2221)		~~720~~725
Investment in equity of consolidated subsidiaries	~~851~~1,091		3,~~090~~492		—		—		(34,~~941~~583)		—
Goodwill	—		—		2,081		71		—		2,~~088~~082
Indefinite-lived intangible assets	—		—		136		14		—		150
Definite-lived intangible assets, net	—		—		~~977~~894		4438		(3228)		~~989~~904
Other long-term assets	~~546~~536		~~917~~944		~~392~~550		~~1,141~~736		(1,~~901~~638)		1,~~095~~128
Total assets	$	1,~~453~~701	$	4,~~565~~984	$	5,~~122~~074	$	~~1,418~~999	$	(56,~~953~~322)	$	6,~~605~~436
Accounts payable and accrued liabilities	$	—	$	9270	$	~~301~~315	$	2018	$	(1)	$	~~412~~402
Current portion of long-term debt	—		28		6		104		(1)		4337
Other current liabilities	23		311		~~197~~123		8879		(5750)		~~233~~166
Total current liabilities	23		~~123~~109		~~504~~444		~~118~~101		(5952)		~~688~~605
Long-term debt	—		4,~~185~~176		2523		~~378~~389		(~~362~~367)		4,~~226~~221
Other long-term liabilities	~~745~~808		5554		1,~~507~~116		~~318~~305		(1,~~764~~504)		~~861~~779
Total liabilities	~~747~~811		4,~~363~~339		21,~~036~~583		~~814~~795		(21,~~185~~923)		5,~~775~~605
Redeemable noncontrolling interests	—		—		—		190		—		190
Total Sinclair Broadcast Group equity	890		645		3,491		267		(4,403)		890
Total Sinclair Broadcast Group equity	706		202		3,086		483		(3,771)		706
Noncontrolling interests in consolidated subsidiaries	—		—		—		(63)		4		(59)
Noncontrolling interests in consolidated subsidiaries	—		—		—		(69)		3		(66)
Total liabilities and equity	$	1,701	$	4,984	$	5,074	$	999	$	(6,322)	$	6,436
Total liabilities, redeemable noncontrolling interests, and equity	$	1,453	$	4,565	$	5,122	$	1,418	$	(5,953)	$	6,605

3028

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CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, ~~2021~~2022

(in millions)

	SinclairBroadcastGroup, Inc.		SinclairTelevisionGroup, Inc.		GuarantorSubsidiariesand KDSM,LLC		Non-GuarantorSubsidiaries		Eliminations		SinclairConsolidated
Cash and cash equivalents	$	247	$	~~316~~750	$	21	$	~~496~~86	$	—	$	~~816~~884
Accounts receivable, net	—		—		~~649~~555		~~596~~57		—		~~1,245~~612
Other current assets	1032		8242		~~293~~159		~~136~~19		(~~111~~65)		~~410~~187
Total current assets	1279		~~398~~792		~~944~~715		~~1,228~~162		(~~111~~65)		21,~~471~~683
Property and equipment, net	1—		31		~~664~~668		~~161~~51		(2422)		~~833~~728
Investment in equity of consolidated subsidiaries	~~451~~962		3,~~448~~463		—		—		(34,~~899~~425)		—
Restricted cash	—		—		—		3		—		3
Goodwill	—		—		2,081		7		—		2,088
Indefinite-lived intangible assets	—		—		136		14		—		150
Definite-lived intangible assets, net	—		—		~~1,105~~935		~~4,019~~42		(3631)		~~5,088~~946
Other long-term assets	~~331~~542		~~1,956~~938		~~427~~512		~~1,853~~573		(21,~~659~~456)		1,~~908~~109
Total assets	$	~~795~~1,583	$	5,~~833~~224	$	5,~~357~~047	$	~~7,285~~849	$	(65,~~729~~999)	$	126,~~541~~704
Accounts payable and accrued liabilities	$	31—	$	8580	$	~~295~~300	$	~~279~~18	$	(351)	$	~~655~~397
Current portion of long-term debt	—		2028		56		455		(1)		6938
Other current liabilities	24		68		~~155~~139		~~392~~87		(7765)		~~478~~173
Total current liabilities	334		~~111~~116		~~455~~445		~~716~~110		(~~113~~67)		~~1,202~~608
Long-term debt	~~915~~—		4,~~317~~181		3324		~~8,488~~387		(~~1,482~~365)		124,~~271~~227
Investment in deficit of consolidated subsidiaries	1,605		—		—		—		(1,605)		—
Other long-term liabilities	831		52		1,120		314		(1,323)		994
Other long-term liabilities	12		69		1,426		468		(1,398)		577
Total liabilities	835		4,349		1,589		811		(1,755)		5,829
Total liabilities	2,565		4,497		1,914		9,672		(4,598)		14,050
Redeemable noncontrolling interests	—		—		—		194		—		194
Redeemable noncontrolling interests	—		—		—		197		—		197
Total Sinclair Broadcast Group equity (deficit)	748		875		3,458		(86)		(4,247)		748
Total Sinclair Broadcast Group (deficit) equity	(1,770)		1,336		3,443		(2,644)		(2,135)		(1,770)
Noncontrolling interests in consolidated subsidiaries	—		—		—		(70)		3		(67)
Noncontrolling interests in consolidated subsidiaries	—		—		—		60		4		64
Total liabilities, redeemable noncontrolling interests, and equity	$	1,583	$	5,224	$	5,047	$	849	$	(5,999)	$	6,704
Total liabilities, redeemable noncontrolling interests, and equity	$	795	$	5,833	$	5,357	$	7,285	$	(6,729)	$	12,541

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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2022~~2023

(in millions) (unaudited)

	SinclairBroadcastGroup, Inc.		SinclairTelevisionGroup, Inc.		GuarantorSubsidiariesand KDSM,LLC		Non-GuarantorSubsidiaries		Eliminations		SinclairConsolidated
Net revenue	$	—	$	1310	$	~~813~~739	$	4743	$	(3019)	$	~~843~~773
Media programming and production expenses	—		23		~~375~~376		3834		(1915)		~~396~~398
Selling, general and administrative expenses	1525		2335		~~185~~187		35		(63)		~~220~~249
Depreciation, amortization and other operating (gains) expenses	(9)		2		78		4		(2)		73
Depreciation, amortization and other operating expenses	1		1		82		22		(1)		105
Total operating expenses	626		2739		~~638~~645		4561		(2719)		~~689~~752
Operating (loss) income	(626)		(1429)		~~175~~94		2(18)		~~(3)~~—		~~154~~21
Equity in earnings of consolidated subsidiaries	17207		~~132~~69		—		—		(~~149~~276)		—
Interest expense	—		(5873)		(1)		(3)		3		(5974)
Other income	11		—		—		31		1		43
Other (expense) income	(3)		8		—		37		—		42
Total other income (expense)	28204		744		(1)		2834		(~~145~~273)		(1632)
Income tax (provision) benefit	(1)		14		(41)		(81)		—		(109)
Income tax benefit (provision)	7		19		(23)		201		—		204
Net income (loss)	21185		74(6)		~~133~~70		~~(51)~~217		(~~148~~273)		29193
Net income attributable to the redeemable noncontrolling interests	—		—		—		(5)		—		(5)
Net loss attributable to the redeemable noncontrolling interests	—		—		—		4		—		4
Net income attributable to the noncontrolling interests	—		—		—		(312)		—		(312)
Net income (loss) attributable to Sinclair Broadcast Group	$	21185	$	74(6)	$	~~133~~70	$	~~(59)~~209	$	(~~148~~273)	$	21185
Comprehensive income (loss)	$	21185	$	74(9)	$	~~133~~70	$	~~(51)~~217	$	(~~148~~273)	$	29190

3230

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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2021~~2022

(in millions) (unaudited)

	SinclairBroadcastGroup, Inc.		SinclairTelevisionGroup, Inc.		GuarantorSubsidiariesand KDSM,LLC		Non-GuarantorSubsidiaries		Eliminations		SinclairConsolidated
Net revenue	$	—	$	2829	$	~~758~~791	$	~~803~~531	$	(5463)	$	1,~~535~~288
Media programming and production expenses	—		1—		~~366~~362		~~671~~412		(16)		~~1,022~~758
Selling, general and administrative expenses	3		3348		~~176~~199		8763		(3646)		~~263~~267
Depreciation, amortization and other operating expenses	—		2		81		95		(1)		177
Gain on deconsolidation of subsidiary	(3,357)		—		—		—		—		(3,357)
Total operating expenses	3		36		623		853		(53)		1,462
Depreciation, amortization and other operating expenses	—		2		84		70		(2)		154
Operating (loss) income	(3)		(8)		135		(50)		(1)		73
Total operating (gains) expenses	(3,354)		50		645		545		(64)		(2,178)
Equity in earnings of consolidated subsidiaries	21		113		—		—		(134)		—
Operating income (loss)	3,354		(21)		146		(14)		1		3,466
Interest expense	(3)		(43)		(1)		(113)		5		(155)
Equity in (loss) earnings of consolidated subsidiaries	(38)		100		—		—		(62)		—
Other income (expense)	2		(3)		(2)		14		(3)		8
Interest expense	(4)		(44)		(1)		(75)		9		(115)
Total other income (expense)	20		67		(3)		(99)		(132)		(147)
Other income (expense)	4		1		3		(50)		(6)		(48)
Income tax benefit (provision)	2		9		(16)		96		—		91
Total other (expense) income	(38)		57		2		(125)		(59)		(163)
Net income (loss)	19		68		116		(53)		(133)		17
Income tax (provision) benefit	(729)		20		(47)		69		—		(687)
Net income (loss)	2,587		56		101		(70)		(58)		2,616
Net income attributable to the redeemable noncontrolling interests	—		—		—		(4)		—		(4)
Net loss attributable to the noncontrolling interests	—		—		—		6		—		6
Net income attributable to the noncontrolling interests	—		—		—		(25)		—		(25)
Net income (loss) attributable to Sinclair Broadcast Group	$	192,587	$	6856	$	~~116~~101	$	(5199)	$	(~~133~~58)	$	192,587
Comprehensive income (loss)	$	192,587	$	6856	$	~~116~~101	$	(5267)	$	(~~133~~58)	$	182,619

3331

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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022

(in millions) (unaudited)

	SinclairBroadcastGroup, Inc.		SinclairTelevisionGroup, Inc.		GuarantorSubsidiariesand KDSM,LLC		Non-GuarantorSubsidiaries		Eliminations		SinclairConsolidated
Net revenue	$	—	$	53	$	2,424	$	624	$	(133)	$	2,968
Media programming and production expenses	—		4		1,120		486		(53)		1,557
Selling, general and administrative expenses	21		109		590		72		(72)		720
Gain on deconsolidation of subsidiary	(3,357)		—		—		—		—		(3,357)
Depreciation, amortization and other operating (gains) expenses	(8)		5		246		86		(8)		321
Total operating (gains) expenses	(3,344)		118		1,956		644		(133)		(759)
Operating income (loss)	3,344		(65)		468		(20)		—		3,727
Equity in (loss) earnings of consolidated subsidiaries	(33)		351		—		—		(318)		—
Interest expense	(4)		(155)		(2)		(82)		15		(228)
Other income (expense)	21		(1)		3		(122)		(5)		(104)
Total other (expense) income	(16)		195		1		(204)		(308)		(332)
Income tax (provision) benefit	(731)		44		(115)		46		—		(756)
Net income (loss)	2,597		174		354		(178)		(308)		2,639
Net income attributable to the redeemable noncontrolling interests	—		—		—		(14)		—		(14)
Net income attributable to the noncontrolling interests	—		—		—		(28)		—		(28)
Net income (loss) attributable to Sinclair Broadcast Group	$	2,597	$	174	$	354	$	(220)	$	(308)	$	2,597
Comprehensive income (loss)	$	2,597	$	174	$	354	$	(175)	$	(308)	$	2,642

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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

(in millions) (unaudited)

	SinclairBroadcastGroup, Inc.		SinclairTelevisionGroup, Inc.		GuarantorSubsidiariesand KDSM,LLC		Non-GuarantorSubsidiaries		Eliminations		SinclairConsolidated
Net revenue	$	—	$	83	$	2,207	$	2,507	$	(139)	$	4,658
Media programming and production expenses	—		3		1,073		2,354		(40)		3,390
Selling, general and administrative expenses	10		123		515		252		(93)		807
Depreciation, amortization and other operating expenses	—		6		240		290		(5)		531
Total operating expenses	10		132		1,828		2,896		(138)		4,728
Operating (loss) income	(10)		(49)		379		(389)		(1)		(70)
Equity in (loss) earnings of consolidated subsidiaries	(267)		317		—		—		(50)		—
Interest expense	(10)		(135)		(2)		(337)		18		(466)
Other (expense) income	(61)		11		(24)		166		(10)		82
Total other (expense) income	(338)		193		(26)		(171)		(42)		(384)
Income tax benefit (provision)	23		38		(31)		139		—		169
Net (loss) income	(325)		182		322		(421)		(43)		(285)
Net income attributable to the redeemable noncontrolling interests	—		—		—		(13)		—		(13)
Net income attributable to the noncontrolling interests	—		—		—		(27)		—		(27)
Net (loss) income attributable to Sinclair Broadcast Group	$	(325)	$	182	$	322	$	(461)	$	(43)	$	(325)
Comprehensive (loss) income	$	(325)	$	182	$	322	$	(415)	$	(43)	$	(279)

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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2022~~2023

(in millions) (unaudited)

	SinclairBroadcastGroup, Inc.		SinclairTelevisionGroup, Inc.		GuarantorSubsidiariesand KDSM,LLC		Non-GuarantorSubsidiaries		Eliminations		SinclairConsolidated
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES	$	(9126)	$	(~~136~~74)	$	~~757~~83	$	(77)	$	52	$	~~458~~62
NET CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
NET CASH FLOWS USED IN INVESTING ACTIVITIES
Acquisition of property and equipment	—		~~(3)~~—		(7119)		(31)		3—		(7420)
Spectrum repack reimbursements	—		—		31		—		—		31
Proceeds from the sale of assets	—		—		5		4		—		9
Purchases of investments	(2)		—		(21)		(10)		—		(33)
Deconsolidation of subsidiary cash	—		—		—		(315)		—		(315)
Distributions from investments	—		—		—		8		—		8
Purchases of investments	(46)		(1)		(3)		(17)		—		(67)
Net cash flows used in investing activities	(2)		—		(39)		(3)		—		(44)
Distributions from investments	60		—		10		20		—		90
Other, net	—		2		—		—		—		2
Net cash flows from (used in) investing activities	14		(2)		(56)		(311)		3		(352)
NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Proceeds from notes payable and commercial bank financing	—		728		—		—		—		728
Repayments of notes payable, commercial bank financing and finance leases	—		(7)		(1)		(1)		—		(9)
Repayments of notes payable, commercial bank financing and finance leases	—		(848)		(4)		(2)		—		(854)
Repurchase of outstanding Class A Common Stock	(53)		—		—		—		—		(53)
Repurchase of outstanding Class A Common Stock	(114)		—		—		—		—		(114)
Dividends paid on Class A and Class B Common Stock	(18)		—		—		—		—		(18)
Dividends paid on Class A and Class B Common Stock	(53)		—		—		—		—		(53)
Redemption of redeemable subsidiary preferred equity	—		—		—		(190)		—		(190)
Dividends paid on redeemable subsidiary preferred equity	—		—		—		(5)		—		(5)
Distributions to noncontrolling interests	—		—		—		(4)		—		(4)
Distributions to noncontrolling interests	—		—		—		(10)		—		(10)
Increase (decrease) in intercompany payables	105		(208)		(43)		148		(2)		—
Increase (decrease) in intercompany payables	277		433		(698)		(4)		(8)		—
Other, net	(5)		—		—		—		—		(5)
Other, net	(2)		(8)		—		—		—		(10)
Net cash flows from (used in) financing activities	29		(215)		(44)		(47)		(2)		(279)
Net cash flows from (used in) financing activities	108		305		(702)		(21)		(8)		(318)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	1		(289)		—		27		—		(261)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	31		167		(1)		(409)		—		(212)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period	47		750		1		86		—		884
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period	2		316		2		499		—		819
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period	$	48	$	461	$	1	$	113	$	—	$	623
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period	$	33	$	483	$	1	$	90	$	—	$	607

3632

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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2021~~2022

(in millions) (unaudited)

	SinclairBroadcastGroup, Inc.		SinclairTelevisionGroup, Inc.		GuarantorSubsidiariesand KDSM,LLC		Non-GuarantorSubsidiaries		Eliminations		SinclairConsolidated
NET CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES	$	8	$	(100)	$	317	$	6	$	4	$	235
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES	$	(5)	$	(45)	$	327	$	(209)	$	2	$	70
NET CASH FLOWS USED IN INVESTING ACTIVITIES
NET CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
Acquisition of property and equipment	—		(1)		(4818)		(152)		2—		(6221)
Spectrum repack reimbursements	—		—		221		—		—		221
Proceeds from the sale of assets	—		—		344		9—		—		434
Purchases of investments	(7)		(12)		(40)		(185)		—		(244)
Deconsolidation of subsidiary cash	—		—		—		(315)		—		(315)
Distributions from investments	—		—		—		11		—		11
Purchases of investments	(2)		(1)		(1)		(1)		—		(5)
Other, net	—		—		(2)		1		—		(1)
Distributions from investments	50		—		10		10		—		70
Net cash flows used in investing activities	(7)		(13)		(34)		(179)		2		(231)
Net cash flows from (used in) investing activities	48		(2)		(4)		(308)		—		(266)
NET CASH FLOWS (USED IN) FROM FINANCING ACTIVITIES
NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Proceeds from notes payable and commercial bank financing	—		341		—		16		—		357
Repayments of notes payable, commercial bank financing and finance leases	—		(5)		(1)		(1)		—		(7)
Repayments of notes payable, commercial bank financing and finance leases	—		(356)		(5)		(39)		—		(400)
Repurchase of outstanding Class A Common Stock	(68)		—		—		—		—		(68)
Dividends paid on Class A and Class B Common Stock	(4618)		—		—		—		—		(4618)
Dividends paid on redeemable subsidiary preferred equity	—		—		—		(41)		—		(41)
Distributions to noncontrolling interests, net	—		—		—		(63)		—		(63)
Distributions to noncontrolling interests	—		—		—		(3)		—		(3)
Distributions to redeemable noncontrolling interests	—		—		—		(5)		—		(5)
Increase (decrease) in intercompany payables	100		151		(323)		74		(2)		—
Increase (decrease) in intercompany payables	57		226		(268)		(9)		(6)		—
Other, net	(5)		—		—		—		—		(5)
Other, net	(12)		(1)		—		(31)		—		(44)
Net cash flows from (used in) financing activities	9		146		(324)		69		(2)		(102)
Net cash flows (used in) from financing activities	(1)		210		(273)		(135)		(6)		(205)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	52		99		(1)		(448)		—		(298)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	—		97		10		(308)		—		(201)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period	2		316		2		499		—		819
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period	—		458		—		804		—		1,262
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period	$	54	$	415	$	1	$	51	$	—	$	521
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period	$	—	$	555	$	10	$	496	$	—	$	1,061

~~13. SUBSEQUENT EVENTS:~~33

In November 2022, our Board of Directors declared a quarterly dividend of $0.25 per share, payable on December 15, 2022 to holders of record at the close of business on December 1, 2022.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This report includes or incorporates forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the U.S. Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about us, including, among other things, the following risks:

COVID-19 risks

•The suspension, and possible cancellation, of tennis tournaments;

•the need to reimburse Distributors affiliation fees related to canceled tennis tournaments;

•loss of advertising revenue due to (i) reluctance of advertisers to purchase advertising spots due to reduced consumer spending as a result of shelter in place and stay at home orders, or lower audience engagement, (ii) potential reduced need for advertisers to advertise for certain goods or services with low supply, due to interruptions in the supply chain, and (iii) adverse business conditions affecting our customers, including our advertisers’ going out of business;

•we may be unable to access debt and equity capital on favorable terms, if at all, or a severe disruption and instability in the global financial markets or deterioration in credit and financing conditions may affect our access to capital necessary to fund business operations, pursue acquisition and development opportunities, refinance existing debt, and increase our future interest expense;

•the interruption to global supply chains caused by COVID-19 could impact our ability to acquire and replace equipment necessary for the continuity of our business;

•the potential effects of COVID-19 on our workforce, suppliers and advertisers including the impact on our operations because employees either contract COVID-19 or leave the workforce, increased health care cost, increased wages due to wage inflation and an inability to attract and retain a quality workforce;

•the potential effects of COVID-19 on the economy, including increased inflation, that may cause a reduction in consumer spending; and

•cybersecurity and operational risks as a result of work-from-home arrangements.

Industry risks

•The business conditions of our advertisers, particularly in the political, automotive and service categories;

•the performance of networks and syndicators that provide us with programming content, as well as the performance of internally originated programming;

•subscriber churn due to the impact of technological changes, the proliferation of over-the-top ("OTT") direct to consumer platforms, and economic conditions on consumers desire to pay for subscription services;

•the loss of appeal of our local news, network content, syndicated program content and sports programming, which may be unpredictable;

•the availability and cost of programming from networks and syndicators, as well as the cost of internally originated programming;

•the availability and cost of rights to air professional tennis tournaments;

•our relationships with networks and their strategies to distribute their programming via means other than their local television affiliates, such as OTT or direct-to-consumer content;

•labor disputes and legislation and other union activity associated with film, acting, writing, and other guilds;

•the broadcasting community’s ability to develop and adopt a viable mobile digital broadcast television ("mobile DTV") strategy and platform, such as the adoption of a next generation broadcast standard ("~~NEXTGEN~~NextGen TV"), and the consumer’s appetite for mobile television;

•the impact of programming payments charged by networks pursuant to their affiliation agreements with broadcasters requiring compensation for network programming;

•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;

•changes in television rating measurement methodologies that could negatively impact audience results;

•the ability of local Distributors to coordinate and determine local advertising rates as a consortium;

•the operation of low power devices in the broadcast spectrum, which could interfere with our broadcast; and

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•the impact of Distributors and OTTs offering "skinny" programming bundles that may not include television broadcast stations or other programming that we distribute.

Regulatory risks

•The ~~effects of the~~ FCC's ~~National~~task ~~Broadband~~force ~~Plan,~~appointed ~~the~~to ~~impact~~help ofensure ~~the~~a ~~repacking~~smoother roll-out of ~~our~~NextGen ~~broadcasting~~TV ~~spectrum,~~could asimpact abusiness-use ~~result~~cases offor the ~~incentive~~NextGen ~~auction,~~TV ~~within~~technology aand ~~limited~~the timeframe ~~and~~for ~~funding~~the ~~allocated~~discontinuance of ATSC 1.0;

•the potential for additional governmental regulation of broadcasting or changes in those regulations and court actions interpreting those regulations, including ownership regulations limiting over-the-air television's ability to compete effectively (including regulations relating to JSA, SSA, cross ownership rules, the national ownership cap and the UHF discount), arbitrary enforcement of indecency regulations, retransmission consent regulations, and political or other advertising restrictions, such as payola rules;

•the impact of FCC and Congressional efforts which may restrict a television station's retransmission consent negotiations;

•the impact of FCC rules requiring broadcast stations to publish, among other information, political advertising rates online;

•the impact of foreign government rules related to digital and online assets; and

•the potential impact from the elimination of rules prohibiting mergers of the four major television networks.

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Risks specific to us

•The impact of the war in Ukraine including related disruption to supply chains and the increased price of energy, all of which affect our operations as well as those of our advertisers;

•our ability to attract and maintain local, national, and network advertising and successfully participate in new sales channels such as programmatic and addressable advertising through business partnership ventures and the development of technology;

•our ability to service our debt obligations and operate our business under restrictions contained in our financing agreements;

•our use of derivative financial instruments to reduce interest rate risk may result in added volatility in our operating results;

•our ability to successfully implement and monetize our own content management system designed to provide our viewers significantly improved content via the internet and other digital platforms;

•our ability to successfully renegotiate retransmission consent and distribution agreements for our existing and acquired businesses with favorable terms;

•the ability of stations which we consolidate, but do not negotiate on their behalf, to successfully renegotiate retransmission consent and affiliation fees (cable network fees) agreements and comply with laws and regulations that apply to them;

•our ability to renew our FCC licenses;

•our ability to obtain FCC approval for any future acquisitions, as well as, in certain cases, customary antitrust clearance for any future acquisitions, as well as any other requests for FCC approval;

•our ability to identify media business investment opportunities and to successfully integrate any acquired businesses, as well as the success of our new content and distribution initiatives in a competitive environment, including CHARGE!, TBD, Comet, ~~STIRR,~~ other original programming, mobile DTV, and FAST channels;

•our ability to maintain our affiliation and programming service agreements with our networks and program service providers and, at renewal, to successfully negotiate these agreements with favorable terms;

•our ability to generate synergies and leverage new revenue opportunities;

•changes in the makeup of the population in the areas where our stations are located;

•our ability to effectively respond to technology affecting our industry;

•our ability to deploy ~~NEXTGEN~~NextGen TV nationwide, as well as monetize the associated technology;

•the strength of ratings for our local news broadcasts including our news sharing arrangements;

•the results of prior year tax audits by taxing authorities; and

•our ability to monetize our investments in real estate, venture capital and private equity holdings, and direct strategic investments in companies.

General risks

•The impact of changes in national and regional economies and credit and capital markets;

•loss of consumer confidence;

•the potential impact of changes in tax law;

•the activities of our competitors;

•acts of violence or war, such as the war in Ukraine, and other geopolitical events;

39•natural disasters and pandemics (such as the outbreak and worldwide spread of COVID-19) that impact our employees, Distributors, advertisers, suppliers, stations and networks; and

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•natural disasters and pandemics that impact our employees, Distributors, advertisers, suppliers, stations and networks; and

•cybersecurity incidents, data privacy, and other information technology failures have, and in the future, may, adversely affect us and disrupt our operations.

Other matters set forth in this report, including the Risk Factors set forth in Item 1A of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022, may also cause actual results in the future to differ materially from those described in the forward-looking statements. However, additional factors and risks not currently known to us or that we currently deem immaterial may also cause actual results in the future to differ materially from those described in the forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. In light of these risks, uncertainties, and assumptions, events described in the forward-looking statements discussed in this report might not occur.

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The following Management’s Discussion and Analysis provides qualitative and quantitative information about our financial performance and condition and should be read in conjunction with our consolidated financial statements and the accompanying notes to those statements. This discussion consists of the following sections:

Summary of Significant Events — financial events during the three months ended ~~September~~March 3031, ~~2022~~2023 and through the date this Report on Form 10-Q is filed.

Results of Operations — an analysis of our revenues and expenses for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022.

Liquidity and Capital Resources — a discussion of our primary sources of liquidity and an analysis of our cash flows from or used in operating activities, investing activities, and financing activities during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023.

Summary of Significant Events

Content and Distribution

•In ~~September~~February ~~2022~~2023, ~~our~~we ~~NewsON~~announced ~~business~~that our free, over-the-air ~~nation's~~multicast ~~largest~~networks ~~streaming~~COMET, ~~service~~CHARGE!, ~~for~~and ~~local~~TBD ~~news~~will ~~content,~~add ~~added~~2.4 13million ~~CBS~~households through upgraded local ~~stations~~broadcast toaffiliates ~~its~~and ~~platform,~~linear ~~bringing~~carriage. ~~its~~This brings the total ~~station~~new ~~count~~coverage tosince ~~over~~the ~~250~~start ~~and~~of ~~its~~2022 ~~U.S.~~to ~~household~~nearly ~~coverage~~17 tomillion ~~92%~~households.

•In ~~October~~April ~~2022~~2023, we announced a ~~broad,~~distribution ~~multi-platform~~agreement ~~creative partnership~~ with ~~Anthony~~YouTube ~~Zuiker,~~TV ~~the~~to ~~creator~~add carriage of ~~the~~Tennis ~~global~~Channel, ~~hit~~T2, ~~franchise~~CHARGE!, ~~CSI:~~and ~~Crime~~TBD ~~Scene Investigation,~~ to ~~work~~YouTube ~~with~~TV's usservice inofferings ~~developing~~beginning ~~original~~June ~~programming~~1, 2023 and ~~content~~to ~~across~~extend aYouTube ~~range~~TV's existing carriage of ~~formats~~our CBS and ~~subjects~~MyNetworkTV affiliated television broadcast stations.

•In ~~October~~March ~~2022~~2023, we ~~announced~~entered ainto ~~multi-year~~an ~~ABC network affiliation~~ agreement with ~~Disney~~fuboTV ~~Media~~for &carriage ~~Entertainment~~of ~~Distribution for~~ our ~~stations~~CBS ~~and~~ stations ~~to which we provide sales and other services under joint sales agreements, together covering 30 markets~~.

•In April 2023, we entered into an agreement with Hulu to resume carriage of our ABC stations.

Environmental, Social, and Governance

•InTo ~~July~~date ~~2022,~~in ~~we announced that we awarded $50~~2023,~~000~~ ~~in tuition assistance as part of~~ our ~~annual~~newsrooms ~~Diversity~~have ~~Scholarship~~won ~~program,~~a ~~aiming~~total ~~to invest in the future~~ of ~~the~~44 ~~broadcast~~journalism ~~industry while helping students from diverse backgrounds. The program~~awards, ~~started~~including intwo ~~2013,~~Investigative ~~was~~Reporters ~~expanded~~and ~~nationally~~Editors ~~this~~(IRE) ~~year~~awards.

•ToIn ~~date~~March in2023, ~~2022~~we announced a multi-year, national agreement with USC Shoah Foundation—The Institute for Visual History and Education to assist with the recording of interviews with genocide survivors as part of the Institute’s Last Chance Testimony Collection Initiative, an effort to collect testimonies from the last living survivors and witnesses to the Holocaust and other genocides. Under the agreement, we will provide our ~~newsrooms~~production ~~have~~facilities ~~won~~to afilm ~~total~~testimonies via high-definition video and audio recordings taken with state-of-the-art ~~275~~equipment ~~journalism~~at ~~awards~~our broadcast television stations around the US.

~~NEXTGEN~~•In TVApril 2023, we announced that Project Baltimore, the special investigative reporting unit of WBFF/Fox 45 News, was honored by Investigative Reporters and Editors for its reporting on Baltimore’s public school system, exposing how Baltimore City Schools denied students with disabilities a proper education, and in doing so, violated their federal education rights.

•In ~~August~~April ~~2022~~2023, we ~~announced~~celebrated ~~that~~our wefirst ~~entered~~Sinclair ~~into~~Day ~~Memorandums~~ of ~~Understanding~~Service ~~with~~whereby ~~two~~all ~~top~~employees ~~Korean~~were ~~broadcast~~encouraged ~~networks~~to -volunteer ~~Korean~~that ~~Broadcast~~day ~~Systems~~for ~~and~~charitable ~~Munhwa~~causes. ~~Broadcasting~~Thousands ~~Corp~~of -employees toeagerly ~~collaborate~~turned onout ~~the~~to ~~development~~help ~~and~~out ~~implementation of NextGen broadcast models and technology~~ in ~~both~~their ~~the U~~communities.~~S. and Korea.~~

40NextGen Broadcasting (ATSC 3.0)

•In April 2023, we and our partners CAST.ERA, SK Telecom, and Saankhya Labs, announced we will build and operate an innovative and interconnected broadcast platform to provide commercial services and solutions for national data distribution using NextGen Broadcast (ATSC 3.0) network technology. The NextGen Broadcast Data Distribution Core Network will provide a wireless broadcast backbone for IP (Internet Protocol) data delivery across the country.

•In April 2023, the Metropolitan Washington Council of Governments and our subsidiary, ONE Media 3.0, launched the nation’s first pilot project to use Next Generation Broadcast to disseminate Advanced Emergency Information. The pilot program provides an efficient, instantaneous and simultaneous delivery of emergency messaging sent by local governments to all users for free, utilizing the over-the-air broadcast platform. The pilot also demonstrated delivery of enhanced, rich media supplements to those emergency messages that meet its newsworthy criteria.

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•In ~~2022~~2023, we, in coordination with other broadcasters, and led by BitPath, our joint venture, ~~BitPath~~with another broadcaster, have deployed ~~NEXTGEN~~NextGen TV, powered by ATSC 3.0, in ~~our~~the 122 additional markets below. This brings the total number of our markets in which ~~NEXTGEN~~NextGen TV has been deployed to 3439:

Month

Market

Number of Stations

Company Stations

January 2022

Green Bay, WI

WLUK-TV (FOX), WCWF (CW)

March 2023

Rochester, NY

WHAM-TV(a) (ABC), WUHF (FOX)

March 2022

West Palm Beach, FL

WPEC (CBS), WWHB-CD (Azteca)

March 2023

Des Moines, IA

KDSM-TV (FOX)

March 2022

Charleston, SC

WCIV (ABC)

March 2022

Flint, MI

WSMH (FOX), WEYI-TV(a) (NBC), WBSF(a) (CW)

March 2022

Albany, NY

WRGB (CBS), WCWN (CW)

April 2022

Richmond-Petersburg, VA

WRLH-TV (FOX)

April 2022

Omaha, NE

KPTM (FOX), KXVO(b) (TBD)

June 2022

Greenville, SC

WLOS (ABC), WMYA(b) (MNT)

June 2022

Fresno / Visalia, CA

KMPH-TV (FOX), KFRE-TV (CW)

June 2022

San Antonio, TX

KABB (FOX), WOAI (NBC), KMYS(a) (DABL)

September 2022

Roanoke / Lynchburg, VA

WSET-TV

October 2022

Wichita / Hutchinson, KS

KSAS-TV (Fox), KMTW(b) (DABL)

(a)The license and programming assets for ~~these~~this ~~stations~~station are currently owned by a third ~~parties~~party. We provide certain non-programming related sales, operational, and administrative services to ~~these~~this ~~stations~~station pursuant to a service ~~agreements~~agreement, such as ~~JSAs~~a JSA and ~~SSAs~~SSA.

(b)The license assets for these stations are currently owned by third parties. We provide programming, sales, operational, and administrative services to these stations pursuant to certain service agreements, such as LMAs.

Financing, Capital Allocation, and Shareholder Returns

•~~For~~In ~~the~~February ~~nine months ended September 30~~2023, ~~2022,~~ we ~~repurchased~~purchased ~~approximately~~the ~~five~~remaining ~~million~~175,000 ~~shares~~units of ~~Class~~the ARedeemable ~~Common~~Subsidiary ~~Stock~~Preferred Equity for ~~$114~~an ~~million.~~aggregate Aspurchase price of ~~November~~$190 4,million ~~2022,~~representing we95% ~~repurchased~~of anthe ~~additional~~sum ~~0.3 million shares~~ of ~~Class~~the Aremaining ~~Common~~unreturned ~~Stock,~~capital ~~for~~contribution $6of $175 million, ~~since~~and ~~September 30,~~accrued ~~2022.~~and ~~The~~unpaid ~~shares~~dividends ~~were~~up ~~repurchased~~to, ~~under~~but annot ~~SEC~~including, ~~Rule~~the ~~10b5-1~~date ~~plan~~of purchase.

•InFor ~~August~~the ~~2022~~three ~~and~~months ~~November~~ended ~~2022~~March 31, 2023, we ~~declared~~repurchased aapproximately ~~quarterly~~3.6 ~~cash~~million ~~dividend~~shares of Class A Common Stock for $053 million.25 ~~per~~As ~~share~~of May 5, 2023, we repurchased an ~~increase~~additional 5.2 million shares of ~~25%~~Class ~~over~~A ~~2021~~Common ~~dividends~~Stock, for $99 million since March 31, 2023. All shares were repurchased under an SEC Rule 10b5-1 plan.

41•In February 2023 and May 2023, we declared a quarterly cash dividend of $0.25 per share.

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RESULTS OF OPERATIONS

Any references to the ~~first~~second, ~~second~~third, or fourth quarters are to the three months ended ~~March~~June 3130, ~~June~~September 30, or December 31, respectively, for the year being discussed. For the quarter ended ~~September~~March 3031, ~~2022~~2023, we have one reportable segment, "broadcast," that is disclosed separately from our other and corporate activities. Prior to the Deconsolidation, we had two reportable segments, "broadcast" and "local sports," that were disclosed separately from our other and corporate activities.

Seasonality / Cyclicality

The operating results of our broadcast 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. Additionally, every four years, political spending is usually elevated further due to advertising expenditures preceding the presidential election. Also, the second and fourth quarter operating results are usually higher than the first and third quarters’ because advertising expenditures are increased in anticipation of certain seasonal and holiday spending by consumers.

The operating results of our local sports segment were subject to usual cyclical fluctuations based on the timing and overlap of the Major League Baseball ("MLB"), NBA, and NHL seasons. Usually, the second and third quarter operating results were higher than the first and fourth quarter operating results.

Operating Data

The following table sets forth our consolidated operating data for the periods presented (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2022		2021		2022		2021
	2023		2022
Media revenues	$	~~836~~766	$	1,~~526~~275	$	~~2,942~~	$	~~4,623~~
Non-media revenues	7		913		26		35
Total revenues	~~843~~773		1,~~535~~288		~~2,968~~		~~4,658~~
Media programming and production expenses	~~396~~398		~~1,022~~758		~~1,557~~		~~3,390~~
Media selling, general and administrative expenses	~~190~~191		~~228~~220		~~605~~		~~675~~
Depreciation and amortization expenses	6765		~~148~~121		~~255~~		~~448~~
Amortization of program contract costs	22		2225		68		67
Non-media expenses	12		1113		35		42
Corporate general and administrative expenses	3058		3547		~~115~~		~~132~~
Gain on deconsolidation of subsidiary	—		—(3,357)		~~(3,357)~~		—
Gain on asset dispositions and other, net of impairment	(28)		(4)		(37)		(26)
Loss (gain) on asset dispositions and other, net of impairment	6		(5)
Operating income (loss)	$	154	$	73	$	3,727	$	(70)
Operating income	$	21	$	3,466
Net income (loss) attributable to Sinclair Broadcast Group	$	21	$	19	$	2,597	$	(325)
Net income attributable to Sinclair Broadcast Group	$	185	$	2,587

4238

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The Impact of COVID-19 on our Results of Operations

Overview

As of September 30, 2022, the national state of emergency related to COVID-19 is still in effect, though states have reopened their economies at various levels and various timing and COVID-19 vaccinations are available. However, with new variants of COVID-19 being detected across multiple countries, it still remains unclear how the current trends of states reopening their economies will be impacted and what the overall impact of COVID-19 will be on our business.

Business continuity

Within the United States, our business has been designated an essential business, which allows us to continue to serve our customers, however, the COVID-19 pandemic has disrupted our operations. Certain of our facilities have experienced temporary disruptions as a result of the COVID-19 pandemic, and we cannot predict whether our facilities will experience more significant disruptions in the future and how long these disruptions will last. The COVID-19 pandemic has heightened the risk that a significant portion of our workforce will suffer illness or otherwise be unable to work. The COVID-19 pandemic has also resulted in some workers leaving the workforce which has caused wage inflation and made it more difficult for us to find qualified employees. Furthermore, additional reductions in our workforce may become necessary as a result of declines in our business caused by the COVID-19 pandemic. If we take such actions, we cannot assure that we will be able to rehire our workforce once our business has recovered.

BROADCAST SEGMENT

The following table sets forth our revenue and expenses for our broadcast segment for the periods presented (in millions):

	Three Months Ended September 30,				Percent Change Increase / (Decrease)	Nine Months Ended September 30,				Percent Change Increase / (Decrease)
	Three Months Ended March 31,				Percent Change Increase / (Decrease)
	2022		2021			2022		2021
	2023		2022
Revenue:
Distribution revenue	$	~~381~~380	$	~~372~~392	2(3)%	$	~~1,158~~	$	~~1,096~~	6%
Advertising revenue	~~339~~268		~~283~~282		20(5)%	~~937~~		~~830~~		~~13%~~
Other media revenues (a)	3328		4647		(2840)%	~~111~~		~~127~~		~~(13)%~~
Media revenues	$	~~753~~676	$	~~701~~721	7(6)%	$	~~2,206~~	$	~~2,053~~	7%
Operating Expenses:
Media programming and production expenses	$	~~352~~358	$	~~337~~350	42%	$	~~1,049~~	$	~~1,005~~	4%
Media selling, general and administrative expenses (b)	~~162~~160		~~135~~156		203%	~~474~~		~~420~~		~~13%~~
Depreciation and amortization expenses	6059		6160		(2)%	~~180~~		~~187~~		~~(4)%~~
Amortization of program contract costs	17		1820		(615)%	55		56		~~(2)%~~
Corporate general and administrative expenses	1733		3043		(4323)%	93		~~114~~		~~(18)%~~
Gain on asset dispositions and other, net of impairment	(72)		(65)		17(60)%	~~(12)~~		~~(23)~~		~~(48)%~~
Operating income	$	~~152~~51	$	~~126~~97	21(47)%	$	~~367~~	$	~~294~~	~~25%~~

(a)Includes $1 million and $2624 million for three ~~and nine~~ months ended ~~September~~March 3031, ~~2022,~~2023 ~~respectively,~~ and ~~$28 million and $82 million for the three and nine months ended September 30~~2022, ~~2021,~~ respectively, of intercompany revenue related to certain services provided to other and local sports, prior to the Deconsolidation, under management services agreements, which ~~was~~is eliminated in consolidation, and $1210 million and $27 5 million of revenue for the three ~~and nine~~ months ended ~~September~~March 3031, 2023 and 2022, respectively, for services provided by broadcast under management services agreements after the Deconsolidation, which is not eliminated in consolidation.

(b)Includes $85 million and $4516 million for the three ~~and nine~~ months ended ~~September~~March 3031, 2023 and 2022, respectively, of intercompany expense related to certain services provided to broadcast from other, which is eliminated in consolidation.

Revenue

Distribution revenue. Distribution revenue, which ~~includes~~represents payments from Distributors for our broadcast signals, ~~increased~~decreased $912 million ~~and $62 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023, ~~respectively,~~ when compared to the same ~~periods~~period in ~~2021~~2022, primarily due to ana ~~increase~~decrease in ~~contractual rates~~subscribers, partially offset by aincreases ~~decrease~~ in ~~subscribers~~contractual rates.

43Advertising revenue. Advertising revenue decreased $14 million for the three months ended March 31, 2023, when compared to the same period in 2022, primarily due to a decrease in political advertising revenue as 2022 was a political year, compared to 2023 which is a non-political year.

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Advertising revenue. Advertising revenue increased $56 million and $107 million for the three and nine months ended September 30, 2022, respectively, when compared to the same periods in 2021, primarily due to an increase in political advertising revenue of $77 million for the three-month period and $139 million for the nine-month period, as 2022 is a political year, compared to 2021 which was a non-political year, partially offset by a decrease to various advertising categories, primarily automotive and services.

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
	Three Months Ended September 30,		Nine Months Ended September 30,
	Three Months Ended March 31,
	2022	2021	2022	2021
	2023	2022
Local news	3934%	34%	~~38%~~	~~34%~~
Syndicated/Other programming	2624%	2726%	~~26%~~	~~27%~~
Network programming	2219%	21%	~~22%~~	~~21%~~
Sports programming	1019%	1315%	~~10%~~	~~13%~~
Paid programming	34%	54%	4%	5%

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The following table sets forth our affiliate percentages of advertising revenue for the periods presented:

		Percent of Advertising Revenue for the
		Three Months Ended September 30,		Nine Months Ended September 30,
		Three Months Ended March 31,
	# of Channels	2022	2021	2022	2021
	# of Channels (a)	2023	2022
ABC	40	29%	3130%	~~31%~~	~~31%~~
FOX	55	2328%	2223%	~~23%~~	~~23%~~
CBS	3130	1921%	1821%	~~19%~~	~~20%~~
NBC	25	1812%	16%	~~17%~~	~~14%~~
CW	46	5%	65%	5%	6%
MNT	40	4%	54%	4%	5%
Other (a)	401	2%	2%	1%	1%
Other	401	1%	1%
Total	~~638~~637

(a)We broadcast other programming from the following providers on our channels including: Antenna TV, ~~Azteca,~~ Bounce, CHARGE!, Comet, Dabl, Decades, Estrella TV, Get TV, ~~Grit,~~ Me TV, Quest, Rewind, Stadium, TBD, TCN, Telemundo, This TV, UniMas, Univision, and Weather.

Other Media ~~Revenue~~Revenues. Other media ~~revenue~~revenues decreased $1319 million for the three months ended ~~September~~March 3031, ~~2022~~2023, when compared to the same period in 2021, primarily due to a $15 million decrease in revenue from the local sports segment and other related to providing certain services under a management services agreement. Other media revenue decreased $16 million for the nine months ended September 30, 2022, ~~when compared to the same period in 2021,~~ primarily due to a ~~$29 million~~ decrease in revenue from the local sports segment and other related to providing certain services under a management services agreement~~, partially offset by a $6 million increase related to revenue recognized under the Bally's commercial agreement that we began performing on in the second quarter of 2021~~.

Expenses

Media programming and production expenses. Media programming and production expenses increased $158 million ~~and $44 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023, ~~respectively,~~ when compared to the same ~~periods~~period in ~~2021~~2022, primarily due to a $126 million ~~and $39 million, respectively,~~ increase in fees pursuant to network affiliation agreements.

44Media selling, general and administrative expenses. Media selling, general and administrative expenses increased $4 million for the three months ended March 31, 2023, when compared to the same period in 2022, primarily due to a $3 million increase in information technology costs and a $2 million increase in employee compensation costs, partially offset by a $1 million decrease in national sales commissions.

~~Table~~Amortization of ~~Contents~~program contract costs. The amortization of program contract costs decreased $3 million for the three months ended March 31, 2023, when compared to the same period in 2022, primarily related to reduced renewal costs.

Media selling, general and administrative expenses. Media selling, general and administrative expenses increased $27 million for the three months ended September 30, 2022, when compared to the same period in 2021, primarily due to a $12 million increase in third-party fulfillment costs relating to our digital business, a $6 million increase in information technology costs, and a $3 million increase in national sales commissions. Media selling, general and administrative expenses increased $54 million for the nine months ended September 30, 2022, when compared to the same period in 2021, primarily due to a $28 million increase in third-party fulfillment costs relating to our digital business, an $18 million increase in information technology costs, and a $5 million increase in both national sales commissions and building repairs and maintenance expenses, respectively. The increases were partially offset by $8 million in FCC penalties incurred by several consolidated VIEs that was recorded in our consolidated financial statements for the nine months ended September 30, 2021, as discussed in Note 6. Commitments and Contingencies within the Consolidated Financial Statements.

Depreciation and amortization expenses. Depreciation and amortization expenses decreased $1 million and $7 million for the three and nine months ended September 30, 2022, respectively, when compared to the same periods in 2021, primarily due to assets retired during 2022 and 2021.

Corporate general and administrative expenses. See explanation under Corporate and Unallocated Expenses.

Gain on asset dispositions and other, net of impairments. For both the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022,~~2023 ~~we recorded gains of $1 million~~ and $32022 ~~million, respectively, and for the three and nine months ended September 30, 2021,~~ we recorded gains of $~~3 million~~1 ~~and $22~~ million, ~~respectively,~~ related to reimbursements from the spectrum repack. ~~See Note 2. Acquisitions and Dispositions of Assets within the Consolidated Financial Statements for further discussion.~~ For the ~~nine~~three months ended ~~September~~March 3031, 2022, we recorded a gain of $3 ~~million related to the sale of certain broadcast assets. For the three and nine months ended September 30, 2021, we recorded a gain of $4~~ million related to the sale of ~~certain broadcast~~ assets. ~~For the nine months ended September 30, 2021, we recorded a gain~~ of ~~$12 million related to the sale of two stations and a loss of $12 million primarily related to the write-down of the carrying value of assets of~~ one of our stations ~~to approximate the estimated selling price~~.

4540

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LOCAL SPORTS SEGMENT

Our local sports segment reflected the results of our Bally RSNs, Marquee, and a minority interest in the YES Network prior to the Deconsolidation on March 1, 2022. See Deconsolidation of Diamond Sports Intermediate Holdings LLC under Note 1. Nature of Operations and Summary of Significant Accounting Policies within the Consolidated Financial Statements. The Bally RSNs, Marquee, and YES Network own the exclusive rights to air, among other sporting events, the games of professional sports teams in designated local viewing areas.

The following table sets forth our revenue and expenses for our local sports segment for the ~~periods~~period presented (in millions):

	Three Months Ended September 30,				Percent Change Increase / (Decrease)	Nine Months Ended September 30,				Percent Change Increase / (Decrease)
			Three Months Ended March 31,
	~~2022~~		~~2021~~2022			~~2022~~		~~2021~~
Revenue:	~~(b)~~		(b)			~~(c)~~
Distribution revenue	$	—	$	~~633~~433	~~n/m~~	$	~~433~~	$	~~1,997~~	~~n/m~~
Advertising revenue	—		~~118~~44		~~n/m~~	44		~~345~~		~~n/m~~
Other media revenue	—		85		~~n/m~~	5		23		~~n/m~~
Media revenue	$	—	$	~~759~~482	~~n/m~~	$	~~482~~	$	~~2,365~~	~~n/m~~
Operating Expenses:
Media programming and production expenses	$	—	$	~~638~~376	~~n/m~~	$	~~376~~	$	~~2,263~~	~~n/m~~
Media selling, general and administrative expenses (a)	—		7955		~~n/m~~	55		~~221~~		~~n/m~~
Depreciation and amortization expenses	—		7954		~~n/m~~	54		~~241~~		~~n/m~~
Corporate general and administrative	—		21		~~n/m~~	1		8		~~n/m~~
Operating loss (a)	$	—	$	(394)	~~n/m~~	$	~~(4)~~	$	~~(368)~~	~~n/m~~
Income from equity method investments	$	—	$	1210	~~n/m~~	$	10	$	35	~~n/m~~

~~n/m~~(a)Includes -$24 million ~~not~~for ~~meaningful~~three months ended March 31, 2022 of intercompany expense related to certain services provided by the broadcast segment under a management services agreement, which is eliminated in consolidation.

(ab)~~Includes~~Represents ~~$24 million~~the ~~for~~activity ~~the~~prior ~~nine~~to ~~months~~the ~~ended~~Deconsolidation ~~September~~on 30March 1, 2022. ~~and~~See ~~$27~~Deconsolidation ~~million~~of ~~and~~Diamond ~~$80 million~~Sports ~~for~~Intermediate ~~the~~Holdings ~~three~~LLC ~~and~~under ~~nine~~Note ~~months~~1. ~~ended~~Nature ~~September~~of ~~30,~~Operations ~~2021,~~and ~~respectively,~~Summary of ~~intercompany~~Significant ~~expense~~Accounting ~~related~~Policies towithin ~~certain services provided by~~ the ~~broadcast~~Consolidated ~~segment~~Financial ~~under a management services agreement, which is eliminated in consolidation~~Statements.

~~(b)There~~ ~~was~~The norevenue ~~reportable~~and ~~activity~~expense initems ~~this~~noted ~~period~~above ~~following~~for the three months ended March 31, 2022 represents activity prior to the Deconsolidation which occurred on March 1, 2022, thus there is no activity presented for periods subsequent to the first quarter of 2022. See Deconsolidation of Diamond Sports Intermediate Holdings LLC under Note 1. Nature of Operations and Summary of Significant Accounting Policies within the Consolidated Financial Statements for further discussion.

(c)Represents the activity prior to the Deconsolidation on March 1, 2022. See Deconsolidation of Diamond Sports Intermediate Holdings LLC under Note 1. Nature of Operations and Summary of Significant Accounting Policies within the Consolidated Financial Statements.41

The decrease in the revenue and expense items noted above for the nine months ended September 30, 2022, when compared to the same period in the prior year, was primarily due to the Deconsolidation, as our current period results include only two months of activity, all of which occurred in the first quarter of 2022, due to the Deconsolidation, versus a full period of activity in the prior year, therefore the periods are not comparable. See Deconsolidation of Diamond Sports Intermediate Holdings LLC under Note 1. Nature of Operations and Summary of Significant Accounting Policies within the Consolidated Financial Statements for further discussion.

Media revenue. Media revenue was nil for the three months ended September 30, 2022, due to the Deconsolidation, $482 million for the nine months ended September 30, 2022, and $759 million and $2,365 million for the three and nine months ended September 30, 2021, respectively, and is primarily derived from distribution and advertising revenue. Distribution revenue is generated through fees received from Distributors for the right to distribute the RSNs and advertising revenue is primarily generated from sales of commercial time within the RSN's programming.

Media programming and production expenses. Media programming and production expenses are primarily related to amortization of our sports programming rights with MLB, NBA, and NHL teams, and the costs of producing and distributing content for our brands including live games, pre-game and post-game shows, and backdrop programming. Media programming and production expenses were nil for the three months ended September 30, 2022, due to the Deconsolidation, $376 million for the nine months ended September 30, 2022, and $638 million and $2,263 million for the three and nine months ended September 30, 2021, respectively.

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Media selling, general, and administrative expenses. Media selling, general, and administrative expenses were nil for the three months ended September 30, 2022, due to the Deconsolidation, $55 million for the nine months ended September 30, 2022, and $79 million and $221 million for the three and nine months ended September 30, 2021, respectively, and are primarily related to management service agreement fees, employee compensation, advertising expenses, and consulting fees.

Depreciation and amortization expenses. Depreciation and amortization expenses were nil for the three months ended September 30, 2022, due to the Deconsolidation, $54 million for the nine months ended September 30, 2022, and $79 million and $241 million for the three and nine months ended September 30, 2021, respectively, and are primarily related to the depreciation of definite-lived assets and other assets.

Corporate general and administrative expenses. See explanation under Corporate and Unallocated Expenses.

Income from equity method investments. Income from equity method investments was nil for the three months ended September 30, 2022, due to the Deconsolidation, $10 million for the nine months ended September 30, 2022, and $12 million and $35 million for the three and nine months ended September 30, 2021, respectively, and is primarily related to our investment in the YES Network.

OTHER

The following table sets forth our revenues and expenses for our owned networks and content, non-broadcast digital and internet solutions, technical services, and non-media investments (collectively, other) for the periods presented (in millions):

	Three Months Ended September 30,				Percent Change Increase / (Decrease)	Nine Months Ended September 30,				Percent Change Increase/(Decrease)
	Three Months Ended March 31,				Percent Change Increase / (Decrease)
	2022		2021			2022		2021
	2023		2022
Revenue:
Distribution revenue	$	4446	$	48	(84)%	$	~~137~~	$	~~147~~	~~(7)%~~
Advertising revenue	46		5568		(1632)%	~~184~~		~~149~~		~~23%~~
Other media revenues	54		34		67—%	14		9		~~56%~~
Media revenues (a)	$	9596	$	~~106~~120	(1020)%	$	~~335~~	$	~~305~~	~~10%~~
Non-media revenues (b)	$	8	$	1114	(2743)%	$	33	$	40	~~(18)%~~
Operating Expenses:
Media expenses (c)	$	8177	$	9989	(1813)%	$	~~289~~	$	~~255~~	~~13%~~
Non-media expenses (d)	$	1312	$	1214	8(14)%	$	40	$	44	~~(9)%~~
(Gain) loss on asset dispositions and other, net of impairment	$	(11)	$	2	n/m	$	(15)	$	(3)	n/m
Amortization of program contract costs	$	5	$	5	—%
Operating income (loss)	$	8	$	(9)	n/m	$	18	$	15	20%
Operating (loss) income	$	(5)	$	18	n/m
Income (loss) from equity method investments	$	33	$	—	n/m	$	38	$	(12)	n/m
Income from equity method investments	$	31	$	2	n/m

n/m - not meaningful

(a)Media revenues for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 ~~include $8 million~~ and ~~$51 million,~~2022 ~~respectively, and for the three and nine months ended September 30, 2021~~ include $105 million and $1521 million, respectively, of intercompany ~~revenues~~revenue related to certain services and sales provided to the broadcast segment, which ~~are~~is eliminated in consolidation.

(b)Non-media revenues for both the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 ~~include $1 million~~ and ~~$7 million,~~2022 ~~respectively, and for the three and nine months ended September 30, 2021~~ include $~~2 million~~1 ~~and $5~~ million, ~~respectively,~~ of intercompany ~~revenues~~revenue related to certain services and sales provided to the broadcast segment, which ~~are~~is eliminated in consolidation.

(c)Media expenses for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 ~~include $1 million~~ and ~~$9 million,~~2022 ~~respectively, and for the three and nine months ended September 30, 2021~~ include $102 million and $165 million, respectively, of intercompany ~~expenses~~expense primarily related to certain services provided by the broadcast segment, which ~~are~~is eliminated in consolidation.

(d)Non-media expenses for the three ~~and nine~~ months ended ~~September~~March 3031, 2022 include $1 ~~million and $5~~ million, ~~respectively, and for the three and nine months ended September 30, 2021 include $1 million and $2 million, respectively,~~ of intercompany ~~expenses~~expense related to certain services and sales provided by the broadcast segment, which ~~are~~is eliminated in consolidation.

47Revenue. Media revenues decreased $24 million for the three months ended March 31, 2023, when compared to the same period in 2022, primarily due to a decrease in advertising revenue related to our owned networks. Non-media revenues decreased $6 million for the three months ended March 31, 2023, when compared to the same period in 2022, primarily due to lower sales within our consolidated real estate investments.

Expenses. Media expenses decreased $12 million for the three months ended March 31, 2023, when compared to the same period in 2022, primarily due to selling, general and administrative expenses related to our content. Non-media expenses decreased $2 million for the three months ended March 31, 2023, when compared to the same period in 2022, primarily due to our real estate investments.

Income from equity method investments. During the three months ended March 31, 2023, we recognized a gain of $33 million on the sale of two of our real estate investments, which is included in income from equity method investments in our consolidated statements of operations.

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Revenue. Media revenue decreased $11 million for the three months ended September 30, 2022, when compared to the same period in 2021, primarily due to a decrease in distribution revenue related to our owned networks. Media revenue increased $30 million for the nine months ended September 30, 2022, when compared to the same period in 2021, primarily due to an increase in advertising revenue related to our digital initiatives. Non-media revenue decreased $3 million and $7 million for the three and nine months ended September 30, 2022, respectively, when compared to the same periods in 2021, primarily due to the sale of Triangle Sign & Service, LLC (Triangle) in the second quarter of 2021 and due to a decrease in broadcast equipment sales due to the winding down of the FCC's National Broadband Plan repack process.

Expenses. Media expenses decreased $18 million for the three months ended September 30, 2022, when compared to the same period in 2021, primarily due to decreases in programming and production costs related to our owned networks. Media expenses increased $34 million for the nine months ended September 30, 2022, when compared to the same period in 2021, primarily due to our digital sales initiatives. Non-media expenses remained flat for the three months ended September 30, 2022, when compared to the same period in 2021. Non-media expenses decreased $4 million for the nine months ended September 30, 2022, when compared to the same period in 2021, primarily due to the sale of Triangle in the second quarter of 2021 .

Other Income/Expense. Gain on asset dispositions and other, net of impairment increased $13 million and $12 million for the three and nine months ended September 30, 2022, respectively, when compared to the same periods in 2021, primarily due to insurance proceeds received related to the cybersecurity incident that occurred in the fourth quarter of 2021. Income from equity method investments increased $33 million and $50 million for the three and nine months ended September 30, 2022, respectively, when compared to the same periods in 2021, primarily due to the sale of one of our investments.

CORPORATE AND UNALLOCATED EXPENSES

The following table presents our corporate and unallocated expenses for the periods presented (in millions):

	Three Months Ended September 30,				Percent ChangeIncrease/ (Decrease)	Nine Months Ended September 30,				Percent ChangeIncrease/ (Decrease)
	Three Months Ended March 31,				Percent ChangeIncrease/ (Decrease)
	2022		2021			2022		2021
	2023		2022
Corporate general and administrative expenses	$	3058	$	3547	~~(14)~~23%	$	~~115~~	$	~~132~~	~~(13)%~~
Gain on deconsolidation of subsidiary	$	—	$	—(3,357)	n/m	$	~~(3,357)~~	$	—	~~n/m~~
Interest expense including amortization of debt discount and deferred financing costs	$	5974	$	~~155~~115	(6236)%	$	~~228~~	$	~~466~~	~~(51)%~~
Other income (expense), net	$	1011	$	(460)	n/m	$	~~(155)~~	$	59	~~n/m~~
Income tax (provision) benefit	$	(109)	$	91	n/m	$	(756)	$	169	n/m
Income tax benefit (provision)	$	204	$	(687)	n/m
Net income attributable to the redeemable noncontrolling interests	$	(5)	$	(4)	25%	$	(14)	$	(13)	8%
Net loss (income) attributable to the redeemable noncontrolling interests	$	4	$	(4)	n/m
Net (income) loss attributable to the noncontrolling interests	$	(3)	$	6	n/m	$	(28)	$	(27)	4%
Net income attributable to the noncontrolling interests	$	(12)	$	(25)	(52)%

n/m - not meaningful

Corporate general and administrative expenses. The table above and the explanation that follows cover total consolidated corporate general and administrative expenses. Corporate general and administrative expenses ~~decreased~~increased ~~in total~~ by $511 million for the three months ended ~~September~~March 3031, ~~2022~~2023, when compared to the same period in ~~2021~~2022, primarily due to a $54 million ~~decrease~~increase in employee compensation cost and a $3 million increase in both insurance expenses, primarily related to our cyber insurance policy, and legal, consulting, and regulatory costs.

~~Corporate~~Gain ~~general~~on ~~and~~deconsolidation ~~administrative~~of ~~expenses~~subsidiary. ~~decreased~~For ~~in total by $17 million for~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, ~~when~~we ~~compared~~recorded toa ~~the~~gain ~~same~~of ~~period in 2021~~$3,357 ~~primarily due to a $21~~ million ~~decrease in employee compensation costs~~ related to the ~~reduction-in-force~~Deconsolidation, ~~severance~~as ~~and~~discussed ~~termination benefits that occurred~~ in ~~the~~Deconsolidation ~~first quarter~~ of ~~2021,~~Diamond asSports ~~well~~Intermediate asHoldings ~~compensation~~LLC ~~expense~~under ~~savings~~Note ~~within~~1. ~~the~~Nature ~~current~~of ~~period~~Operations asand aSummary ~~result~~ of ~~the~~Significant ~~reduction-in-force,~~Accounting ~~partially~~Policies ~~offset~~within bythe aConsolidated ~~$3 million~~Financial ~~increase in information technology costs~~Statements.

WeInterest ~~expect~~expense ~~corporate~~including ~~general~~amortization of debt discount and ~~administrative~~deferred ~~expenses~~financing tocosts. ~~increase~~The intable above and explanation that follows cover total consolidated interest expense. Interest expense decreased by $41 million for the ~~fourth~~three ~~quarter~~months ofended ~~2022~~March 31, 2023, when compared to the ~~third~~same ~~quarter~~period ofin 2022, primarily due to a decrease in DSG interest expense of $72 million due to the Deconsolidation, as discussed in Deconsolidation of Diamond Sports Intermediate Holdings LLC under Note 1. Nature of Operations and Summary of Significant Accounting Policies within the Consolidated Financial Statements. Excluding the impact of the Deconsolidation, interest expense increased by $31 million primarily due to increased interest expense related to our variable rate debt.

~~Gain~~Other onincome ~~deconsolidation~~(expense), ~~of subsidiary~~net. ~~During~~Other ~~the~~income ~~first~~increased ~~quarter~~by of$71 ~~2022~~million wefor ~~recorded~~the athree ~~gain~~months ofended $3March 31,~~357~~ ~~million~~2023, ~~related~~when compared to the ~~Deconsolidation,~~same asperiods ~~discussed~~ in ~~Deconsolidation~~2022, ofprimarily ~~Diamond~~due ~~Sports~~to ~~Intermediate~~changes ~~Holdings~~in ~~LLC~~the ~~under~~fair ~~Note~~value 1.of ~~Nature~~certain ofinvestments ~~Operations~~recorded ~~and~~at ~~Summary~~fair ofvalue. ~~Significant~~See ~~Accounting~~Note ~~Policies~~2. Other Assets within the Consolidated Financial Statements for further information.

48Income tax benefit (provision). The effective tax rate for the three months ended March 31, 2023 was a benefit of 1870.7% as compared to a provision of 20.8% during the same period in 2022. The increase in the effective tax rate for the three months ended March 31, 2023, as compared to the same period in 2022, is primarily due to a release of valuation allowance on deferred tax assets relating to deductibility of interest expense under the IRC Section 163(j).

Net loss (income) attributable to the redeemable noncontrolling interests. Net income attributable to the redeemable noncontrolling interests decreased by $8 million during the three months ended March 31, 2023, when compared to the same period in 2022, primarily as a result of the repurchase of the remaining Redeemable Subsidiary Preferred Equity, which occurred in the first quarter of 2023. See Redeemable Subsidiary Preferred Equity under Note 5: Redeemable Noncontrolling Interests within the Consolidated Financial Statements for further information.

Net income attributable to the noncontrolling interests. Net income attributable to the noncontrolling interests decreased $13 million during the three months ended March 31, 2023, when compared to the same period in 2022, primarily as a result of the Deconsolidation, which occurred during the first quarter of 2022. See Deconsolidation of Diamond Sports Intermediate Holdings LLC under Note 1. Nature of Operations and Summary of Significant Accounting Policies within the Consolidated Financial Statements for further information.

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Interest expense including amortization of debt discount and deferred financing costs. The table above and explanation that follows cover total consolidated interest expense. Interest expense decreased by $96 million and $238 million for the three and nine months ended September 30, 2022, respectively, when compared to the same periods in 2021, primarily due to a decrease in DSG interest expense due to the Deconsolidation, as discussed in Deconsolidation of Diamond Sports Intermediate Holdings LLC under Note 1. Nature of Operations and Summary of Significant Accounting Policies within the Consolidated Financial Statements.

We expect interest expense to increase in the fourth quarter of 2022 when compared to the third quarter of 2022.

Other income (expense), net. Other income increased by $14 million for the three months ended September 30, 2022 and decreased by $214 million for the nine months ended September 30, 2022, when compared to the same periods in 2021, primarily due to changes in the fair value of certain investments recorded at fair value. See Note 3. Other Assets within the Consolidated Financial Statements for further information.

Income tax (provision) benefit. The effective tax rate for the three months ended September 30, 2022, was a provision of 78.3% as compared to a benefit of 124.6% during the same period in 2021. The decrease in the effective tax rate for the three months ended September 30, 2022, as compared to the same period in 2021, is primarily due to the 2021 discrete benefit as a result of the CARES Act allowing for the 2020 federal net operating loss to be carried back to pre-2018 years when the federal tax rate was 35%, offset by the impact of valuation allowance on deferred tax assets relating to deductibility of interest expense under the IRC Section 163(j).

The effective tax rate for the nine months ended September 30, 2022, was a provision of 22.3% as compared to a benefit of 37.3% during the same period in 2021. The decrease in the effective tax rate for the nine months ended September 30, 2022, as compared to the same period in 2021, is primarily due to the 2021 discrete benefit as a result of the CARES Act allowing for the 2020 federal net operating loss to be carried back to pre-2018 years when the federal tax rate was 35%.

Net income attributable to the redeemable noncontrolling interests. Net income attributable to the redeemable noncontrolling interests increased by $1 million during both the three and nine months ended September 30, 2022, when compared to the same periods in 2021.

Net (income) loss attributable to the noncontrolling interests. Net income attributable to the noncontrolling interests increased $9 million during the three months ended September 30, 2022, when compared to the same period in 2021, primarily due to the Deconsolidation, as discussed in Deconsolidation of Diamond Sports Intermediate Holdings LLC under Note 1. Nature of Operations and Summary of Significant Accounting Policies within the Consolidated Financial Statements. Net income attributable to the noncontrolling interests increased $1 million during the nine months ended September 30, 2022, when compared to the same period in 2021.

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LIQUIDITY AND CAPITAL RESOURCES

As of ~~September~~March 3031, ~~2022~~2023, we had net working capital of approximately $~~875~~842 million, including $~~607~~623 million in cash and cash equivalent balances, and $650 million of available borrowing capacity. Cash on hand, cash generated by our operations, and borrowing capacity under the Bank Credit Agreement are used as our primary sources of liquidity.

The Bank Credit Agreement includes a financial maintenance covenant, the first lien leverage ratio (as defined in the Bank Credit Agreement), which requires such ratio not to exceed 4.5x, measured as of the end of each fiscal quarter. As of ~~September~~March 3031, ~~2022~~2023, the STG first lien leverage ratio was below 4.5x. Under the Bank Credit Agreement, a financial maintenance covenant is only applicable if 35% or more of the capacity (as a percentage of total commitments) under the revolving credit facility, measured as of the last day of each fiscal quarter, is utilized under the revolving credit facility as of such date. Since there was no utilization under the revolving credit facility as of ~~September~~March 3031, ~~2022~~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 ~~September~~March 3031, ~~2022~~2023.

OnDuring ~~April 21, 2022, STG entered into~~ the ~~Fourth~~three ~~Amendment~~months toended ~~the~~March ~~Bank Credit Agreement with JPMorgan Chase Bank~~31, ~~N.A.~~2023, asthere administrative agent, the Guarantors and the lenders and other parties thereto. Pursuant to the Fourth Amendment, STG raised the Term Loan B-4 in an aggregate principal amount of $750 million, which matures on April 21, 2029. The proceeds from the Term Loan B-4 were ~~used~~no tomaterial ~~refinance~~changes ~~all of STG’s outstanding Term Loan B-1 due January 2024 and~~ to ~~redeem~~our ~~the~~contractual ~~outstanding~~cash ~~STG~~obligations ~~5.875%~~as ~~Notes. In addition, the maturity~~ of ~~$612.5~~March ~~million of the total $650 million of revolving commitments under the Bank Credit Agreement were extended to April 21~~31, ~~2027, with the remaining $37~~2023.~~5 million continuing to mature on December 4, 2025.~~

~~During~~We anticipate that existing cash and cash equivalents, cash flow from our operations, and borrowing capacity under the ~~nine~~Bank Credit Agreement will be sufficient to satisfy our debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months. ~~ended~~However, ~~September~~certain 30factors, ~~2022~~including but not limited to the war in Ukraine, weand ~~purchased~~other ~~$118~~geopolitical ~~million~~matters, ~~aggregate~~natural ~~principal~~disasters ~~amount~~and pandemics (such as the outbreak and worldwide spread of COVID-19), and their resulting effect on the ~~STG~~economy, 5our advertisers, and our Distributors and their subscribers, could affect our liquidity and our first lien leverage ratio which could affect our ability to access the full borrowing capacity under the Bank Credit Agreement.~~125%~~ ~~Notes~~For our long-term liquidity needs, in ~~open~~addition ~~market~~to ~~transactions~~the sources described above, we may rely upon various sources, such as but not limited to, the issuance of long-term debt, the issuance of equity or other instruments convertible into or exchangeable for ~~consideration~~equity, or the sale of ~~$104~~Company ~~million~~assets. ~~The~~However, ~~STG~~there ~~5.125%~~can ~~Notes~~be ~~acquired~~no ~~during~~assurance ~~the~~that ~~nine~~additional ~~months~~financing ~~ended~~or ~~September~~capital 30or buyers of our Company assets will be available, ~~2022~~or ~~were~~that ~~canceled~~the ~~immediately~~terms ~~following~~of ~~their~~any ~~acquisition~~transactions will be acceptable or advantageous to us.

As of March 1, 2022, we no longer consolidate the debt of DSIH. See Deconsolidation of Diamond Sports Intermediate Holdings LLC under Note 1. Nature of Operations and Summary of Significant Accounting Policies within the Consolidated Financial Statements. As of September 30, 2022, our total debt, defined as current and long-term notes payable, finance leases, and commercial bank financing, including finance leases of affiliates, was $4,269 million, including current debt, due within the next 12 months, of $43 million.44

During the nine months ended September 30, 2022, we entered into agreements which increased estimated contractual amounts owed for network programming rights by $1,085 million. Other than as a result of the Deconsolidation, there were no other material changes to our contractual cash obligations as of September 30, 2022.

We anticipate that existing cash and cash equivalents, cash flow from our operations, and borrowing capacity under the Bank Credit Agreement will be sufficient to satisfy our debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months. However, certain factors, including but not limited to, the severity and duration of the COVID-19 pandemic and the war in Ukraine and resulting effect on the economy, our advertisers, Distributors, and their subscribers, could affect our liquidity and our first lien leverage ratio which could affect our ability to access the full borrowing capacity under the Bank Credit Agreement. For our long-term liquidity needs, in addition to the sources described above, we may rely upon various sources, such as but not limited to, the issuance of long-term debt, the issuance of equity or other instruments convertible into or exchangeable for equity, or the sale of Company assets. However, there can be no assurance that additional financing or capital or buyers of our Company assets will be available, or that the terms of any transactions will be acceptable or advantageous to us.

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Sources and Uses of Cash

The following table sets forth our cash flows for the periods presented (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2022		2021		2022		2021
	2023		2022
Net cash flows from operating activities	$	~~251~~62	$	~~247~~70	$	~~458~~	$	~~235~~
Cash flows used in investing activities:
Acquisition of property and equipment	$	(2920)	$	(2421)	$	~~(74)~~	$	~~(62)~~
Proceeds from the sale of assets	—		4		9		43
Purchases of investments	(633)		(805)		~~(67)~~		~~(244)~~
Deconsolidation of subsidiary cash	—		—(315)		~~(315)~~		—
Distributions from investments	98		570		90		11
Spectrum repack reimbursements	1		41		3		22
Other, net	2		1		2		(1)
Net cash flows used in investing activities	$	(44)	$	(266)
Net cash flows used in investing activities	$	(23)	$	(90)	$	(352)	$	(231)
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	$	(9)	$	(7)
Repayments of notes payable, commercial bank financing and finance leases	(9)		(15)		(854)		(400)
Dividends paid on Class A and Class B Common Stock	(18)		(18)
Dividends paid on Class A and Class B Common Stock	(16)		(16)		(53)		(46)
Repurchase of outstanding Class A Common Stock	(53)		(68)
Repurchase of outstanding Class A Common Stock	(10)		—		(114)		—
Repurchase of redeemable subsidiary preferred equity	(190)		—
Distributions to noncontrolling interests, net	(54)		(133)		~~(10)~~		~~(63)~~
Other, net	(15)		(206)		~~(15)~~		~~(53)~~
Net cash flows used in financing activities	$	(41279)	$	(64102)	$	~~(318)~~	$	~~(205)~~

Operating Activities

Net cash flows from operating activities ~~increased~~decreased during the three months ended ~~September~~March 3031, ~~2022~~2023, when compared to the same period in ~~2021~~2022, primarily due to a ~~partial~~decrease ~~period~~in ofcash ~~payments~~collections ~~for~~from ~~production~~Distributors and ~~overhead~~an ~~costs,~~increase ~~distributor~~in ~~rebate~~production ~~payments,~~ and ~~payments~~overhead ~~for~~costs, ~~sports~~as ~~rights~~well as ~~a result of~~ the ~~Deconsolidation, partially offset by the~~ partial period ofimpact ~~cash~~related ~~collections~~to ~~from Distributors and advertisers as a result of~~ the Deconsolidation, as discussed in Deconsolidation of Diamond Sports Intermediate Holdings LLC under Note 1. Nature of Operations and Summary of Significant Accounting Policies within the Consolidated Financial Statements.

Net cash flows from operating activities increased during the nine months ended September 30, 2022, when compared to the same period in 2021, primarily due to a partial period of payments for production and overhead costs, distributor rebate payments, and payments for sports rights as a result of the Deconsolidation, partially offset by the partial period of cash collections from Distributors and advertisers as a result of the Deconsolidation, as discussed in Deconsolidation of Diamond Sports Intermediate Holdings LLC under Note 1. Nature of Operations and Summary of Significant Accounting Policies within the Consolidated Financial Statements.

Investing Activities

Net cash flows used in investing activities decreased during the three months ended ~~September~~March 3031, ~~2022~~2023, when compared to the same period in ~~2021~~2022, primarily due to ~~lower~~the removal of DSIH's cash balance as a result of the Deconsolidation in the first quarter of 2022, as discussed in Deconsolidation of Diamond Sports Intermediate Holdings LLC under Note 1. Nature of Operations and Summary of Significant Accounting Policies within the Consolidated Financial Statements, partially offset by a decrease in distributions from investments and increased purchases of investments during the three months ended March 31, 2023.

Net cash flows used in investing activities increased during the nine months ended September 30, 2022, when compared to the same period in 2021, primarily due to the 2022 partial period due to the Deconsolidation, as discussed in Deconsolidation of Diamond Sports Intermediate Holdings LLC under Note 1. Nature of Operations and Summary of Significant Accounting Policies within the Consolidated Financial Statements, partially offset by increased distributions from investments and decreased purchases of investments.

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Financing Activities

Net cash flows used in financing activities ~~decreased~~increased during the three months ended ~~September~~March 3031, ~~2022~~2023, when compared to the same period in ~~2021~~2022, primarily due to ~~decreased distributions to noncontrolling interests, partially offset by~~ the repurchase of ~~Class~~the ARedeemable ~~Common~~Subsidiary ~~Stock~~Preferred Equity during the three months ended ~~September~~March 3031, ~~2022~~2023.

~~Net~~In ~~cash~~February ~~flows~~and ~~used~~May in2023, ~~financing~~our ~~activities~~Board ~~increased~~of ~~during~~Directors ~~the~~declared ~~nine~~a ~~months~~quarterly ~~ended~~dividend ~~September~~of ~~30,~~$0.25 ~~2022,~~per ~~when~~share. ~~compared~~Future todividends ~~the~~on ~~same~~our ~~period~~shares inof ~~2021~~common stock, ~~primarily~~if ~~due~~any, towill be at the ~~repurchase~~discretion of ~~Class~~our ABoard ~~Common~~of ~~Stock~~Directors ~~during~~and ~~the~~will ~~nine~~depend ~~months~~on ~~ended~~several ~~September~~factors ~~30,~~including ~~2022,~~our ~~the~~results ~~redemption~~ of ~~STG's Term Loan B-1~~operations, ~~the~~cash ~~redemption~~requirements ofand ~~the~~surplus, ~~STG~~financial ~~5.875%~~condition, ~~Notes~~covenant restrictions, and ~~the~~other ~~partial~~factors ~~redemption~~that of the ~~STG~~Board ~~5.125%~~of ~~Notes,~~Directors ~~partially~~may ~~offset~~deem ~~by the proceeds from the Term Loan B-4 issuance~~relevant.

In August and November 2022, our Board of Directors declared a quarterly dividend of $0.25 per share, a 25% increase over 2021 dividends. Future dividends on our shares of common stock, if any, will be at the discretion of our Board of Directors and will depend on several factors including our results of operations, cash requirements and surplus, financial condition, covenant restrictions, and other factors that the Board of Directors may deem relevant.45

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There were no changes to the critical accounting policies and estimates from those disclosed in Critical Accounting Policies and Estimates under Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations within our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022.

The impact of the COVID-19 outbreak and the war in Ukraine continues to create significant uncertainty and disruption in the global economy and financial markets. It is reasonably possible that these uncertainties will continue to impact our estimates related to, but not limited to, revenue recognition, goodwill and intangible assets, and income taxes. As a result, many of our estimates and assumptions require increased judgment and carry a higher degree of variability and volatility. Our estimates may further change in the future as the COVID-19 pandemic and the war in Ukraine continue, new events occur, and additional information emerges, and such changes are recognized or disclosed in our consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~There~~Other than as described below, there have been no material changes from the quantitative and qualitative discussion about market risk previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022.

We entered into an interest rate swap effective February 7, 2023 and terminating on February 28, 2026. The swap agreement has a notional amount of $600 million and bears a fixed interest rate of 3.9%.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures and Internal Control over Financial Reporting

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the design and effectiveness of our disclosure controls and procedures and our internal control over financial reporting as of ~~September~~March 3031, ~~2022~~2023.

The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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The term "internal control over financial reporting," as defined in Rules 13a-15d-15(f) under the Exchange Act, means a process designed by, or under the supervision of our Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles ("GAAP") and includes those policies and procedures that:

•pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made in accordance with authorizations of management or our Board of Directors; and

•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material adverse effect on our financial statements.

Assessment of Effectiveness of Disclosure Controls and Procedures

Based on the evaluation of our disclosure controls and procedures as of ~~September~~March 3031, ~~2022~~2023, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended ~~September~~March 3031, ~~2022~~2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Limitations on the Effectiveness of Controls

Management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management’s override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are party to lawsuits and claims 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 65. Commitments and Contingencies within the Consolidated Financial Statements for discussion related to certain pending lawsuits.

ITEM 1A. RISK FACTORS

As of the date of this report, there have been no material changes to the risk factors we previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022, with the exception of the risk factor discussed below.

Diamond Sports Group has filed for bankruptcy protection, the results of which could have a material adverse effect on our financial condition and results of operations.

On March 14, 2023, DSG, our independently managed and unconsolidated subsidiary, filed for Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas. Although we have engaged in negotiations with DSG and its creditors regarding a restructuring support agreement, including a mutual release of claims, we cannot be assured that any agreement will be reached with DSG or its creditors. As part of DSG’s Chapter 11 case, DSG’s independent directors and the committee of unsecured creditors of DSG each are conducting an investigation into certain alleged claims against us, including fraudulent conveyance claims, and depending on the outcome of the investigation DSG or other parties in interest could bring or seek to bring legal actions against us. In addition, the ultimate court-approved structure and organization of DSG post-bankruptcy could result in adverse tax consequences to us. These potential consequences could materially and adversely affect our financial condition and results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes repurchases of our stock in the quarter ended ~~September~~March 3031, ~~2022~~2023:

Period	Total Number of Shares Purchased (a)	Average Price Per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (in millions)
Class A Common Stock: (b)
07/01/22 - 07/31/22	422,018	$	20.60	422,018	$	705
01/01/23 - 01/31/23	—	$	—	—	$	—
08/01/22 - 08/31/22	67,033	$	21.83	67,033	$	704
02/01/23 - 02/28/23	—	$	—	—	$	—
09/01/22 - 09/30/22	—	$	—	—	$	—
03/01/23 - 03/31/23	3,583,213	$	14.67	3,583,213	$	646

(a)All repurchases were made in open-market transactions and were repurchased under an SEC Rule 10b5-1 plan.

(b)On August 4, 2020, the Board of Directors authorized an additional $500 million share repurchase authorization in addition to the previous repurchase authorization of $1 billion. There is no expiration date and currently, management has no plans to terminate this program. As of ~~September~~March 3031, ~~2022~~2023, the remaining authorization under the program was $~~704~~646 million.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

ExhibitNumber						Description
10.1*						Form of Restricted Stock Award Agreement - March 2023 Grants.
10.2*						Form of Stock Appreciation Rights Agreement - March 2023 Grants.
31.1**						Certification by Christopher S. Ripley, as Chief Executive Officer of Sinclair Broadcast Group, Inc., pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
31.2**						Certification by Lucy Rutishauser, as Chief Financial Officer of Sinclair Broadcast Group, Inc., pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
32.1**						Certification by Christopher S. Ripley, as Chief Executive Officer of Sinclair Broadcast Group, Inc., pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
32.2**						Certification by Lucy Rutishauser, as Chief Financial Officer of Sinclair Broadcast Group, Inc., pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
101*						The Company's Consolidated Financial Statements and related Notes for the quarter ended ~~September~~March 3031, ~~2022~~2023 from this Quarterly Report on Form 10-Q, formatted in iXBRL (Inline eXtensible Business Reporting Language).*
104						Cover Page Interactive Data File (included in Exhibit 101).

* Filed herewith.

** In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized on the ~~9th~~10th day of ~~November~~May ~~2022~~2023.


			SINCLAIR BROADCAST GROUP, INC.


			By:			/s/ David R. Bochenek
						David R. Bochenek
						Senior Vice President/Chief Accounting Officer
						(Authorized Officer and Chief Accounting Officer)

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