Investor Relations

Pursuant to the terms of the indentures (the “Indentures”) related to secured and unsecured notes of Sinclair Television Group, Inc. (“STG”), among STG, Sinclair Broadcast Group, LLC (“SBG”), formerly known as Sinclair Broadcast Group, Inc., the other parties thereto as guarantors, and U.S. Bank Trust Company National Association (formerly known as U.S. Bank National Association), as trustee, STG has agreed to provide certain financial information regarding STG and certain “Subsidiaries” that are not “Unrestricted Subsidiaries,” each as defined in the Indentures, to the holders of notes issued under the Indentures. 

Sinclair, Inc. (“Sinclair”), as the indirect parent of STG, has elected to make this financial information available to the trustee, holders of the notes and certain other parties by posting such information on this password-protected online data system.   

References to the “Company” herein refer to Sinclair and its subsidiaries (including SBG and STG) and affiliates. 

BY CLICKING ON THE “AGREE” BUTTON, YOU AND YOUR INSTITUTION EXPRESSLY AGREE TO:  

(i) Use all information on this workspace in accordance with your institution’s compliance policies, contractual obligations and applicable laws, including United States federal or state securities laws; and 

(ii) Comply with the confidentiality obligations and other requirements set forth in Sections 1. through 5. below.  

YOU AND YOUR INSTITUTION UNDERSTAND AND AGREE THAT STG MAY RELY ON THE EXPRESS AGREEMENTS MADE HEREIN.  

1. You shall treat any non-public, confidential, or proprietary information concerning the Company referred to on this website (the “Confidential Information”) as confidential. 
2. You shall use reasonable precautions in accordance with your institution’s established procedures (including procedures for the safeguarding of passwords and user IDs) to keep the Confidential Information confidential; provided, however, that any of such information may be disclosed to your institution’s partners, directors, officers, employees, counsel, auditors, or professional advisors who have a need to know in order to provide advice or services to you and who shall expressly agree to comply with the terms hereof. 
3. The foregoing confidentiality requirements do not apply to (i) any information to the extent it is or becomes generally available to the public other than through your or your institution’s breach of this agreement, (ii) any information that is available to you or your institution from a source other than the Company, provided that such source is not known to you or your institution to be subject to any obligations of confidentiality to the Company or its agents, (iii) any disclosure to the extent required by law or regulation or administrative or other legal process or to the extent requested by regulatory or governmental authorities, (iv) any disclosure that is consented to by the Company and, with respect to the report of PricewaterhouseCoopers LLP (“PwC”) on the special-purpose financial statements referred to below, PwC or (v) any information that is independently developed by you or your institution without use of or reliance on the Confidential Information. 

Notwithstanding anything herein to the contrary, the Company and each noteholder (and any employee, representative or other agent of them) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the notes and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment or tax structure. However, any such information relating to the U.S. federal income tax treatment or U.S. federal income tax structure is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.  

4. Recipients of Confidential Information must not: 

• use the Confidential Information or any other information furnished by the Company for any purpose other than continued monitoring and evaluation of the notes; 
• make copies of any part of the Confidential Information or give a copy of the Confidential Information or any other information furnished by the Company to any other person; or 
• subject to Section 3 above, disclose any information furnished by the Company, including the Confidential Information, to any other person without the prior written approval of the Company and, with respect to PwC’s report on the special-purpose financial statements referred to below, PwC’s prior written consent. 

5. Basis of Presentation  

You (the “Third Party”) understand that PwC has performed its audit of STG’s special-purpose combined financial statements as of December 31, 2023 and 2022 and for the years then ended. In connection with the Indentures, PwC has been requested to add you as a specified party of its report.  

You understand that items of possible interest to you or your representatives may not have been specifically addressed in the special purpose financial statements, and matters may have existed that would have been assessed differently by you or your representatives for your purposes. The special-purpose combined financial statements may not include all information or procedures deemed necessary for your or your representative’s purposes and certain findings and information may have been communicated to the Company that are not included in the special-purpose combined financial statements. In addition, you understand that the audit of the special-purpose combined financial statements should not be used or relied upon as a substitute for inquiries and procedures that you or your representatives would or should carry out.  

You understand that the special-purpose combined financial statements referred to above are prepared in accordance with the contractual basis reporting framework described in the Indentures. You acknowledge that the special purpose combined financial statements are not intended to be a presentation in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), and you agree that the basis of presentation is appropriate for your purposes and permitted pursuant to the Indentures.  

The basis of presentation includes the following modifications to US GAAP:  

“STG will not apply accounting treatment and/or disclosures required by consolidation principles under US GAAP (i.e Accounting Standards Codification (“ASC”) 810, Consolidation) for those interests held by STG or its subsidiaries. For the avoidance of doubt, the intent of this paragraph is that only STG’s majority owned subsidiaries will be consolidated under ASC 810.  

In consideration of PwC allowing the Company to provide you access to PwC’s report on its audit of the special-purpose combined financial statements, you acknowledge and agree that you do not acquire any rights as a result of such access and acknowledge that PwC does not assume any duties or obligations to you or your representatives in connection with such access.  

Additionally, you agree to release PwC and PwC personnel from any claims of any nature by you or your representatives or beneficiaries or assigns that arise as a result of PwC permitting you access to the report or its contents and/or your review of the report or its contents.  

This agreement and all matters arising under or relating hereto (whether in contract, statute, tort, such as negligence, or otherwise) shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to its conflicts of laws principles). The foregoing releases shall apply only to claims based on the services provided in connection with the audit of STG’s special-purpose combined financial statements as of December 31, 2023 and 2022 and for the years then ended, and do not apply to any claim arising from or related to the audit of the consolidated financial statements of Sinclair.  

You understand and agree that PwC is intended to be a third-party beneficiary of the preceding  Sections 1. through 5. 

The financial information may include forward-looking statements regarding, among other things, future events and actions. When used in the supplemental financial discussion, the words “outlook,” “intends to,” “believes,” “anticipates,” “expects,” “achieves,” “estimates,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to a number of risks and uncertainties. Actual results in the future could differ materially and adversely from those described in the forward-looking statements as a result of various important factors, including and in addition to the assumptions set forth therein, but not limited to: the rate of decline in the number of subscribers to services provided by traditional and virtual multi-channel video programming distributors (“Distributors”); the Company’s ability to generate cash to service its substantial indebtedness; the successful execution of outsourcing agreements; the successful execution of retransmission consent agreements; the successful execution of network and Distributor affiliation agreements; the Company’s ability to identify and consummate acquisitions and investments, to manage increased financial leverage resulting from acquisitions and investments, and to achieve anticipated returns on those investments once consummated; the Company’s ability to compete for viewers and advertisers; pricing and demand fluctuations in local and national advertising; the appeal of the Company’s programming and volatility in programming costs; material legal, financial and reputational risks and operational disruptions resulting from a breach of the Company’s information systems; the impact of FCC and other regulatory proceedings against the Company; compliance with laws and uncertainties associated with potential changes in the regulatory environment affecting the Company’s business and growth strategy; the impact of pending and future litigation claims against the Company; the Company’s limited experience in operating or investing in non-broadcast related businesses; and any risk factors set forth in Sinclair’s recent reports on Form 10-Q and/or Form 10-K, as filed with the Securities and Exchange Commission. There can be no assurances that the assumptions and other factors referred to in this document will occur. The Company undertakes no obligation to publicly disclose the result of any revisions to these forward-looking statements except as required by law.