CONDENSED CONSOLIDATING FINANCIAL STATEMENTS:

STG, a wholly-owned subsidiary and the television operating subsidiary of Sinclair Broadcast Group, Inc. (SBG), is the primary obligor under the Bank Credit Agreement, the 5.375% Notes, 5.625% Notes, 6.125% Notes, 5.875% Notes, 5.125% Notes, and until they were redeemed, the 6.375% Notes. Our Class A Common Stock and Class B Common Stock as of June 30, 2017, were obligations or securities of SBG and not obligations or securities of STG. SBG is a guarantor under the Bank Credit Agreement, the 5.375% Notes, 5.625% Notes, 6.125% Notes, 5.875% Notes, 6.125% Notes, and 5.125% Notes, and until they were redeemed, the 6.375% Notes. As of June 30, 2017, our consolidated total debt, net of deferred financing costs and debt discounts, of $4,068.1 million included $4,040.9 million related to STG and its subsidiaries of which SBG guaranteed $3,993.9 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 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. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

These statements are presented in accordance with the disclosure requirements under SEC Regulation S-X, Rule 3-10.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF JUNE 30, 2017

(in thousands) (unaudited)



	Sinclair Broadcast Group, Inc.		Sinclair Television Group, Inc.		Guarantor Subsidiaries and KDSM, LLC		Non- Guarantor Subsidiaries			Eliminations			Sinclair Consolidated
Cash	$	—	$	755,841	$	16,256	$	23,950		$	—		$	796,047
Accounts receivable	—		—		505,902		32,642			(1,258		)	537,286
Other current assets	709		2,777		90,821		22,392			(27,590		)	89,109
Total current assets	709		758,618		612,979		78,984			(28,848		)	1,422,442

Property and equipment, net	1,374		21,938		561,662		132,573			(12,064		)	705,483

Investment in consolidated subsidiaries	1,127,687		3,607,749		4,179		—			(4,739,615		)	—
Goodwill	—		—		1,998,942		3,867			—			2,002,809
Indefinite-lived intangible assets	—		—		144,648		15,709			—			160,357
Definite-lived intangible assets	—		—		1,703,697		83,341			(61,530		)	1,725,508
Other long-term assets	39,936		810,866		119,298		160,988			(858,151		)	272,937
Total assets	$	1,169,706	$	5,199,171	$	5,145,405	$	475,462		$	(5,700,208	)	$	6,289,536

Accounts payable and accrued liabilities	$	440	$	65,336	$	213,618	$	40,129		$	(28,765	)	$	290,758
Current portion of long-term debt	—		160,539		1,829		5,911			—			168,279
Current portion of affiliate long-term debt	793		—		1,323		737			(429		)	2,424
Other current liabilities	—		—		66,346		9,681			—			76,027
Total current liabilities	1,233		225,875		283,116		56,458			(29,194		)	537,488

Long-term debt	—		3,812,286		29,162		42,711			—			3,884,159
Affiliate long-term debt	—		—		12,022		338,965			(337,774		)	13,213
Other liabilities	10,297		35,730		1,212,811		185,885			(715,019		)	729,704
Total liabilities	11,530		4,073,891		1,537,111		624,019			(1,081,987		)	5,164,564

Total Sinclair Broadcast Group equity (deficit)	1,158,176		1,125,280		3,608,294		(110,969		)	(4,622,605		)	1,158,176
Noncontrolling interests in consolidated subsidiaries	—		—		—		(37,588		)	4,384			(33,204		)
Total liabilities and equity (deficit)	$	1,169,706	$	5,199,171	$	5,145,405	$	475,462		$	(5,700,208	)	$	6,289,536

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2016

(in thousands)



	Sinclair Broadcast Group, Inc.		Sinclair Television Group, Inc.		Guarantor Subsidiaries and KDSM, LLC		Non- Guarantor Subsidiaries			Eliminations			Sinclair Consolidated
Cash	$	—	$	232,297	$	10,675	$	17,012		$	—		$	259,984
Accounts receivable	—		—		478,190		37,024			(1,260		)	513,954
Other current assets	5,561		3,143		124,313		25,406			(27,273		)	131,150
Total current assets	5,561		235,440		613,178		79,442			(28,533		)	905,088

Property and equipment, net	1,820		17,925		570,289		131,326			(3,784		)	717,576

Investment in consolidated subsidiaries	551,250		3,614,605		4,179		—			(4,170,034		)	—
Goodwill	—		—		1,986,467		4,279			—			1,990,746
Indefinite-lived intangible assets	—		—		140,597		15,709			—			156,306
Definite-lived intangible assets	—		—		1,770,512		233,368			(59,477		)	1,944,403
Other long-term assets	$	46,586	$	819,506	$	103,808	$	169,817		$	(890,668	)	$	249,049
Total assets	$	605,217	$	4,687,476	$	5,189,030	$	633,941		$	(5,152,496	)	$	5,963,168

Accounts payable and accrued liabilities	$	100	$	69,118	$	225,645	$	48,815		$	(21,173	)	$	322,505
Current portion of long-term debt	—		55,501		1,851		113,779			—			171,131
Current portion of affiliate long-term debt	1,857		—		1,514		2,336			(2,103		)	3,604
Other current liabilities	—		—		127,967		13,590			(2,324		)	139,233
Total current liabilities	1,957		124,619		356,977		178,520			(25,600		)	636,473

Long-term debt	—		3,939,463		31,014		44,455			—			4,014,932
Affiliate long-term debt	—		—		12,663		396,957			(395,439		)	14,181
Other liabilities	15,277		31,817		1,190,717		183,418			(681,583		)	739,646
Total liabilities	17,234		4,095,899		1,591,371		803,350			(1,102,622		)	5,405,232

Total Sinclair Broadcast Group equity (deficit)	587,983		591,577		3,597,659		(134,991		)	(4,054,245		)	587,983
Noncontrolling interests in consolidated subsidiaries	—		—		—		(34,418		)	4,371			(30,047		)
Total liabilities and equity (deficit)	$	605,217	$	4,687,476	$	5,189,030	$	633,941		$	(5,152,496	)	$	5,963,168

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED JUNE 30, 2017

(in thousands) (unaudited)



	Sinclair Broadcast Group, Inc.			Sinclair Television Group, Inc.			Guarantor Subsidiaries and KDSM, LLC			Non- Guarantor Subsidiaries			Eliminations			Sinclair Consolidated
Net revenue	$	—		$	—		$	647,266		$	53,034		$	(21,010	)	$	679,290

Media program and production expenses	—			—			257,482			30,476			(18,966		)	268,992
Selling, general and administrative	2,292			22,412			124,450			2,919			24			152,097
Depreciation, amortization and other operating expenses	225			1,651			112,238			26,012			(774		)	139,352
Total operating expenses	2,517			24,063			494,170			59,407			(19,716		)	560,441

Operating (loss) income	(2,517		)	(24,063		)	153,096			(6,373		)	(1,294		)	118,849

Equity in earnings of consolidated subsidiaries	45,927			96,600			93			—			(142,620		)	—
Interest expense	(34		)	(49,379		)	(1,425		)	(4,149		)	4,028			(50,959		)
Other income (expense)	723			1,128			(1,895		)	3,069			—			3,025
Total other income (expense)	46,616			48,349			(3,227		)	(1,080		)	(138,592		)	(47,934		)

Income tax benefit (provision)	546			24,636			(51,842		)	1,780			—			(24,880		)
Net income (loss)	44,645			48,922			98,027			(5,673		)	(139,886		)	46,035
Net income attributable to the noncontrolling interests	—			—			—			(1,386		)	(4		)	(1,390		)
Net income (loss) attributable to Sinclair Broadcast Group	$	44,645		$	48,922		$	98,027		$	(7,059	)	$	(139,890	)	$	44,645
Comprehensive income (loss)	$	44,645		$	48,922		$	98,027		$	(5,673	)	$	(139,886	)	$	46,035

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED JUNE 30, 2016

(in thousands) (unaudited)



	Sinclair Broadcast Group, Inc.			Sinclair Television Group, Inc.			Guarantor Subsidiaries and KDSM, LLC			Non- Guarantor Subsidiaries			Eliminations			Sinclair Consolidated
Net revenue	$	—		$	—		$	627,517		$	62,037		$	(23,020	)	$	666,534

Media program and production expenses	—			—			235,138			30,440			(21,958		)	243,620
Selling, general and administrative	1,001			14,121			125,331			2,326			(12		)	142,767
Depreciation, amortization and other operating expenses	266			1,219			116,970			33,134			(516		)	151,073
Total operating expenses	1,267			15,340			477,439			65,900			(22,486		)	537,460

Operating (loss) income	(1,267		)	(15,340		)	150,078			(3,863		)	(534		)	129,074

Equity in earnings of consolidated subsidiaries	49,136			100,678			69			—			(149,883		)	—
Interest expense	(41		)	(50,908		)	(1,098		)	(8,107		)	6,238			(53,916		)
Other income (expense)	1,087			148			622			190			—			2,047
Total other income (expense)	50,182			49,918			(407		)	(7,917		)	(143,645		)	(51,869		)

Income tax benefit (provision)	504			18,034			(47,722		)	2,579			—			(26,605		)
Net income (loss)	49,419			52,612			101,949			(9,201		)	(144,179		)	50,600
Net income attributable to the noncontrolling interests	—			—			—			(1,262		)	81			(1,181		)
Net income (loss) attributable to Sinclair Broadcast Group	$	49,419		$	52,612		$	101,949		$	(10,463	)	$	(144,098	)	$	49,419
Comprehensive income (loss)	$	49,419		$	52,612		$	101,949		$	(9,201	)	$	(144,179	)	$	50,600

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2017

(in thousands) (unaudited)



	Sinclair Broadcast Group, Inc.			Sinclair Television Group, Inc.			Guarantor Subsidiaries and KDSM, LLC			Non- Guarantor Subsidiaries			Eliminations			Sinclair Consolidated
Net revenue	$	—		$	—		$	1,262,975		$	106,420		$	(40,170	)	$	1,329,225

Media program and production expenses	—			—			505,686			58,920			(37,459		)	527,147
Selling, general and administrative	3,588			41,370			246,884			5,552			—			297,394
Depreciation, amortization and other operating expenses	491			3,376			223,467			2,091			(1,219		)	228,206
Total operating expenses	4,079			44,746			976,037			66,563			(38,678		)	1,052,747

Operating (loss) income	(4,079		)	(44,746		)	286,938			39,857			(1,492		)	276,478

Equity in earnings of consolidated subsidiaries	104,116			184,405			143			—			(288,664		)	—
Interest expense	(71		)	(104,083		)	(2,545		)	(11,772		)	10,194			(108,277		)
Loss from the extinguishment of debt	—			(1,404		)	—			—			—			(1,404		)
Other income	824			1,928			(1,399		)	2,047			—			3,400
Total other income (expense)	104,869			80,846			(3,801		)	(9,725		)	(278,470		)	(106,281		)

Income tax benefit (provision)	1,057			49,741			(96,071		)	(8,186		)	—			(53,459		)
Net income (loss)	101,847			85,841			187,066			21,946			(279,962		)	116,738
Net income attributable to the noncontrolling interests	—			—			—			(14,879		)	(12		)	(14,891		)
Net income (loss) attributable to Sinclair Broadcast Group	$	101,847		$	85,841		$	187,066		$	7,067		$	(279,974	)	$	101,847
Comprehensive income (loss)	$	101,847		$	85,841		$	187,066		$	21,946		$	(279,962	)	$	116,738

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2016

(in thousands) (unaudited)



	Sinclair Broadcast Group, Inc.			Sinclair Television Group, Inc.			Guarantor Subsidiaries and KDSM, LLC			Non- Guarantor Subsidiaries			Eliminations			Sinclair Consolidated
Net revenue	$	—		$	—		$	1,172,629		$	114,287		$	(41,493	)	$	1,245,423

Media program and production expenses	—			—			444,864			54,821			(40,188		)	459,497
Selling, general and administrative	2,003			36,219			236,442			4,487			(34		)	279,117
Depreciation, amortization and other operating expenses	532			2,410			225,445			63,990			(981		)	291,396
Total operating expenses	2,535			38,629			906,751			123,298			(41,203		)	1,030,010

Operating (loss) income	(2,535		)	(38,629		)	265,878			(9,011		)	(290		)	215,413

Equity in earnings of consolidated subsidiaries	73,424			175,533			119			—			(249,076		)	—
Interest expense	(136		)	(97,271		)	(2,299		)	(16,003		)	12,378			(103,331		)
Other income (expense)	2,230			267			609			(174		)	—			2,932
Total other income (expense)	75,518			78,529			(1,571		)	(16,177		)	(236,698		)	(100,399		)

Income tax benefit (provision)	576			41,137			(85,902		)	5,404			—			(38,785		)
Net income (loss)	73,559			81,037			178,405			(19,784		)	(236,988		)	76,229
Net income attributable to the noncontrolling interests	—			—			—			(2,161		)	(509		)	(2,670		)
Net income (loss) attributable to Sinclair Broadcast Group	$	73,559		$	81,037		$	178,405		$	(21,945	)	$	(237,497	)	$	73,559
Comprehensive income (loss)	$	73,559		$	81,037		$	178,405		$	(19,784	)	$	(236,988	)	$	76,229

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2017

(in thousands) (unaudited)



	Sinclair Broadcast Group, Inc.			Sinclair Television Group, Inc.			Guarantor Subsidiaries and KDSM, LLC			Non- Guarantor Subsidiaries			Eliminations			Sinclair Consolidated
NET CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES	$	2,030		$	(91,863	)	$	232,678		$	(4,671	)	$	3,308		$	141,482
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Acquisition of property and equipment	(117		)	(3,913		)	(27,596		)	(1,881		)	—			(33,507		)
Acquisition of businesses, net of cash acquired	—			(8,308		)	(20,021		)	—			—			(28,329		)
Purchase of alarm monitoring contracts	—			—			—			(5,682		)	—			(5,682		)
Proceeds from sale of non-media business	—			—			—			192,639			—			192,639
Investments in equity and cost method investees	(945		)	(481		)	(15,046		)	(4,218		)	—			(20,690		)
Other, net	2,266			(8,189		)	830			2,029			—			(3,064		)
Net cash flows from (used in) investing activities	1,204			(20,891		)	(61,833		)	182,887			—			101,367

CASH FLOWS (USED IN) FROM FINANCING ACTIVITIES:
Proceeds from notes payable, commercial bank financing and capital leases	—			159,669			—			3,420			—			163,089
Repayments of notes payable, commercial bank financing and capital leases	—			(186,319		)	(731		)	(114,118		)	—			(301,168		)
Proceeds from the issuance of Class A Common Stock	487,883			—			—			—			—			487,883
Dividends paid on Class A and Class B Common Stock	(34,744		)	—			—			—			—			(34,744		)
Distributions to noncontrolling interests	—			—			—			(18,048		)	—			(18,048		)
Increase (decrease) in intercompany payables	(453,712		)	662,973			(165,240		)	(40,563		)	(3,458		)	—
Other, net	(2,661		)	(25		)	707			(1,969		)	150			(3,798		)
Net cash flows (used in) from financing activities	(3,234		)	636,298			(165,264		)	(171,278		)	(3,308		)	293,214

NET INCREASE IN CASH AND CASH EQUIVALENTS	—			523,544			5,581			6,938			—			536,063
CASH AND CASH EQUIVALENTS, beginning of period	—			232,297			10,675			17,012			—			259,984
CASH AND CASH EQUIVALENTS, end of period	$	—		$	755,841		$	16,256		$	23,950		$	—		$	796,047

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2016

(in thousands) (unaudited)



	Sinclair Broadcast Group, Inc.			Sinclair Television Group, Inc.			Guarantor Subsidiaries and KDSM, LLC			Non- Guarantor Subsidiaries			Eliminations			Sinclair Consolidated
NET CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES	$	2,296		$	(81,821	)	$	282,530		$	(8,483	)	$	15,136		$	209,658
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Acquisition of property and equipment	—			(1,871		)	(45,155		)	(3,206		)	446			(49,786		)
Acquisition of businesses, net of cash acquired	—			—			(412,729		)	(10,375		)	—			(423,104		)
Purchase of alarm monitoring contracts	—			—			—			(21,616		)	—			(21,616		)
Investments in equity and cost method investees	—			(10,827		)	—			(11,016		)	—			(21,843		)
Loans to affiliates	—			(19,500		)	—			—			—			(19,500		)
Other, net	1,197			3,725			58			2,419			—			7,399
Net cash flows from (used in) investing activities	1,197			(28,473		)	(457,826		)	(43,794		)	446			(528,450		)

CASH FLOWS (USED IN) FROM FINANCING ACTIVITIES:
Proceeds from notes payable, commercial bank financing and capital leases	—			595,000			—			12,555			—			607,555
Repayments of notes payable, commercial bank financing and capital leases	—			(272,672		)	(719		)	(6,184		)	—			(279,575		)
Dividends paid on Class A and Class B Common Stock	(32,781		)	—			—			—			—			(32,781		)
Distributions to noncontrolling interests	—			—			—			(4,170		)	—			(4,170		)
Repurchase of outstanding Class A Common Stock	(11,247		)	—			—			—			—			(11,247		)
Increase (decrease) in intercompany payables	42,586			(249,887		)	181,829			41,172			(15,700		)	—
Other, net	(2,051		)	(5,681		)	750			(371		)	118			(7,235		)
Net cash flows (used in) from financing activities	(3,493		)	66,760			181,860			43,002			(15,582		)	272,547

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	—			(43,534		)	6,564			(9,275		)	—			(46,245		)
CASH AND CASH EQUIVALENTS, beginning of period	—			115,771			235			33,966			—			149,972
CASH AND CASH EQUIVALENTS, end of period	$	—		$	72,237		$	6,799		$	24,691		$	—		$	103,727