UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
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Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2007. |
or
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Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the transition period from to . |
Commission file number 000-26076
SINCLAIR BROADCAST GROUP, INC.
401(k) RETIREMENT SAVINGS PLAN
(Full Title of Plan)
SINCLAIR BROADCAST GROUP, INC.
10706 BEAVER DAM ROAD
HUNT VALLEY, MD 21030
(Name of issuer of the securities held pursuant to the Plan
and address of its principal executive office)
FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
SINCLAIR BROADCAST GROUP, INC.
401(K) RETIREMENT SAVINGS PLAN
DECEMBER 31, 2007 and 2006
Sinclair Broadcast Group, Inc
401(k) Retirement Savings Plan
TABLE OF CONTENTS
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FINANCIAL STATEMENTS |
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SUPPLEMENTAL SCHEDULE |
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Reznick Group, P.C. |
Tel: (410) 783-4900 |
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500 East Pratt Street |
Fax: (410) 727-0460 |
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Suite 200 |
www.reznickgroup.com |
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Baltimore, MD 21202-3100 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Administrative Committee
Sinclair Broadcast Group, Inc.
401(k) Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits of Sinclair Broadcast Group 401(k) Retirement Savings Plan as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits and supplemental information for the year then ended December 31, 2007. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at year end) as of December 31, 2007, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Atlanta · Baltimore · Bethesda · Charlotte · Chicago · Sacramento · Tysons Corner
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Reznick Group, P.C. |
Tel: (410) 783-4900 |
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500 East Pratt Street |
Fax: (410) 727-0460 |
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Suite 200 |
www.reznickgroup.com |
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Baltimore, MD 21202-3100 |
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Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
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/s/ Reznick Group, P.C. |
Baltimore, Maryland
June 23, 2008
Atlanta · Baltimore · Bethesda · Charlotte · Chicago · Sacramento · Tysons Corner
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Sinclair Broadcast Group, Inc
401(k) Retirement Savings Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, |
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2007 |
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2006 |
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ASSETS |
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Investments at fair value |
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$ |
79,982,145 |
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$ |
75,247,670 |
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Guaranteed investment contract at fair value |
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5,020,757 |
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4,396,088 |
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Receivables |
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Employer contributions |
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1,746,337 |
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1,670,358 |
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Net assets available for benefits at fair market value |
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86,749,239 |
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81,314,116 |
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Adjustment from fair value to contract value for fully benefit-responsive contracts |
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222,306 |
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117,257 |
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Net assets available for benefits |
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$ |
86,971,545 |
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$ |
81,431,373 |
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See notes to financial statements
3
Sinclair Broadcast Group, Inc
401(k) Retirement Savings Plan
STATEMENT OF CHANGES IN NET
ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2007
Additions |
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Investment income |
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Interest |
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$ |
137,676 |
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Net realized and unrealized appreciation in aggregate fair value of investments |
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3,461,531 |
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Net investment income |
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3,599,207 |
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Contributions |
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Employee |
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9,023,295 |
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Employer |
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1,748,873 |
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Total contributions |
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10,772,168 |
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Total additions |
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14,371,375 |
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Deductions |
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Benefit payments |
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8,804,481 |
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Administrative expenses |
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26,722 |
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Total deductions |
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8,831,203 |
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Net increase |
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5,540,172 |
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Net assets available for benefits: |
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Beginning of the year |
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81,431,373 |
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End of the year |
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$ |
86,971,545 |
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See notes to financial statements
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Sinclair Broadcast Group, Inc
401(k) Retirement Savings Plan
December 31, 2007 and 2006
NOTE 1 - PLAN DESCRIPTION
The following description of the Sinclair Broadcast Group, Inc. 401(k) Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plans provisions. Copies of this summary are available from Sinclair Broadcast Group, Inc., Human Resources Department.
General
The Plan was adopted on January 1, 1988 and was amended and restated effective January 1, 2002 pursuant to a Massachusetts Mutual Life Insurance Company (Mass Mutual) Non-standardized 401(k) Profit Sharing Plan Prototype Plan Document. The Plan is a participatory defined contribution plan covering substantially all of our employees. As of September 1, 2005 an employee is eligible to participate in the Plan upon successful completion of the introductory period (90-day evaluation period to which all new employees and re-hires are subject). Re-hires, if eligible to participate in the plan on their date of termination, are eligible to enter the plan on the date of re-hire. Although employees may participate in the plan they will not be eligible to receive the discretionary company match until they have completed one year of service, defined as 1,000 hours worked in a 12-month consecutive period. Prior to September 1, 2005 an employee was eligible to participate in the Plan upon attaining 21 years of age and having completed one year of service, defined as 1,000 hours worked in a 12-month consecutive period. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Employees contribute to the Plan through payroll deductions, up to a maximum of 98% of their total compensation. Each participants account is credited with the participants contribution, our matching contribution, and their pro rata share of earnings or losses on invested assets of the trust funds. Our matching contribution for all participating employees is discretionary and during 2007 was equal to 50% of the employees contributions up to a maximum deferral of 4% of their total compensation. Participants must be employed at the end of the Plan year, have completed one full year of service and have completed at least 1,000 hours of service in the plan in order to receive our matching contributions. Contributions to the Plan are invested in the available investment options in accordance with the participants election. A terminating member of the Plan has the option to maintain their account (if the balance is over $5,000) or be paid the current value of their contributions to the Plan reduced by any outstanding loan balances.
5
Sinclair Broadcast Group, Inc
401(k) Retirement Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2007 and 2006
Unless the member is fully vested, as defined, they must forfeit the current unvested value of the employers contribution to their account. In accordance with the terms of the Plan, such forfeitures are first applied to pay administrative expenses of the Plan, if any, and then to reduce future contributions required of the employer. Participants are fully vested in their contribution to the Plan and related earnings. Under the provisions of the Plan, eligible employees become 20% vested in employer contribution amounts credited to their account after two years of service, 40% vested after three years of service, 60% vested after four years of service, 80% vested after five years of service and 100% vested after six years of service.
Unallocated assets in the Plan were approximately $191,000 and $214,000 as of December 31, 2007 and 2006, respectively.
The December 31, 2007 and 2006 employer contributions include a receivable that was funded subsequent to the Plans year end with our common stock. We may also make additional discretionary profit sharing contributions each year. There were no additional discretionary contributions during 2007.
Upon enrollment, a participant may direct employee contributions to any of the Plans available fund options except the Sinclair Broadcast Group Common Stock Fund. Employer contributions are invested in common stock, but may be redirected by participants to other fund options immediately.
Payment of Benefits
Participants may elect one of several methods to receive their vested benefits including: (a) a joint and survivor option whereby the employee receives a reduced monthly benefit during his/her lifetime and, upon death, the surviving spouse will receive a monthly benefit for his/her lifetime; (b) the purchase of a life annuity; (c) equal installments over a period of not more than the participants assumed life expectancy (or participants and participants beneficiarys assumed life expectancy) at the time of distribution; (d) a lump sum distribution; or (e) partial distributions. In the absence of such election by the participant, the method of distribution shall be determined by the Plan. Upon termination of employment before normal retirement, a lump sum distribution may also be made.
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Sinclair Broadcast Group, Inc
401(k) Retirement Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2007 and 2006
Participant Loans
Participants have the option to borrow from the vested portion of their account. The minimum loan amount is $1,000 and the maximum loan permitted is the lesser of: (1) $50,000; or (2) one-half of their vested balance, and is secured by the balance in the participants account with interest charged based on the prime rate at the time of borrowing. Participants may have two loans outstanding at one time. Generally, the term of the loans may not exceed five years. Interest income from these loans is treated as income to the Plan and is allocated with other earnings on investments. Principal and interest are paid ratably through monthly payroll deductions.
Plan Termination
Although we have not expressed any intent to do so, we have the right under the Plan to discontinue our contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
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 in the financial statements and accompanying notes. Actual results could differ from those estimates.
Basis of Accounting
The accompanying financial statements are presented on the accrual basis of accounting. Certain administrative expenses are borne by Sinclair Broadcast Group, Inc.
Investment Valuation and Income Recognition
The Plans investments are stated at fair value, which equals the quoted market price on the last business day of the Plan year. The fair value of the participation units owned by the Plan in the pooled separate accounts is based on quoted redemption values on the last business day of the Plan year as determined by Massachusetts Mutual Life Insurance Company (Mass
7
Sinclair Broadcast Group, Inc
401(k) Retirement Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2007 and 2006
Mutual). The participant loans are valued at their outstanding balances, which approximate fair value.
Investment contracts are presented at fair value. The fair value of the investment contracts at December 31, 2007 and 2006 was $5,020,757 and $4,396,088, respectively. Contract values represent contributions and reinvested income, less any withdrawals, plus accrued interest, because these investments have fully benefit-responsive features. Under certain conditions, participants may receive less than the contract value of their accounts invested in the investment contracts, as determined by Mass Mutual. At December 31, 2007, there are no reserves against contract values for credit risk of contract issuers or otherwise. The crediting interest rate for these investment contracts is reset biannually by the issuer but cannot be less than permanent minimum interest rate of 3.0%. The interest rate was 3.25% and 3.2% at December 31, 2007 and 2006, respectively.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
The Sinclair Broadcast Group, Inc. Common Stock Fund (the Fund) is tracked on a unitized basis. The Fund consists of our common stock and funds held in the Investors Bank and Trust Money Market Fund sufficient to meet the Funds daily cash needs. Unitizing the Fund allows for daily trades. The value of a unit reflects the combined market value of our common stock and the cash investments held by the Fund. At December 31, 2007, 608,799 units were outstanding with a value of $6.82 per unit. At December 31, 2006, 642,872 units were outstanding with a value of $8.22 per unit.
Benefit Payments
Benefit payments are recorded when paid.
8
Sinclair Broadcast Group, Inc
401(k) Retirement Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2007 and 2006
NOTE 3 - INVESTMENTS
During 2007, the Plans investments (including investments purchased, sold, as well as held during the year) appreciated in aggregate fair value as follows:
Net realized and unrealized appreciation in aggregate fair value:
Pooled separated accounts |
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$ |
4,285,844 |
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Sinclair Broadcast Group, Inc. Common Stock |
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(824,313 |
) |
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$ |
3,461,531 |
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The following presents individual investments that represent 5% or more of the Plans net assets at December 31, 2007 and 2006:
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2007 |
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2006 |
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Select Large Cap Value (Davis) |
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$ |
12,491,284 |
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$ |
13,059,146 |
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Select Focused Value (Harris/C&B) |
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12,211,733 |
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12,981,112 |
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Select Overseas (MFS/Harris) |
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8,448,649 |
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8,680,241 |
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Select Fundamental Value (Wellington) |
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6,929,161 |
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6,557,181 |
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Select Blue Chip Growth (TRP) |
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5,393,364 |
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(a) |
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SF Guaranteed Interest Fund |
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5,020,757 |
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4,396,088 |
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Sinclair Broadcast Group, Inc. Common Stock Fund |
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(b) |
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5,282,914 |
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Select Growth Equity (GMO) |
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(b) |
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4,658,963 |
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(a) This fund did not exist in 2006.
(b) This fund did not represent 5% or more of the Plans net assets at December 31, 2007.
NOTE 4 - INCOME TAX STATUS
The underlying non-standardized prototype plan has received an opinion letter from the Internal Revenue Service (IRS) dated April 23, 2002 stating that the form of the Plan is qualified under Section 401 of the Internal Revenue Code (the Code) and, therefore, the related trust is tax-exempt. In accordance with Revenue Procedure 2002-6 and Announcement 2001-77, the Plan sponsor has determined that it is eligible to, and has chosen to, rely on the current IRS prototype plan opinion letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt.
9
Sinclair Broadcast Group, Inc
401(k) Retirement Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2007 and 2006
NOTE 5 - RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants account balances and the amounts reported in the statements of net assets available for benefits.
NOTE 6 - DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
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December 31, |
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2007 |
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2006 |
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Net assets available for benefits per the financial statements |
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$ |
86,971,545 |
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$ |
81,431,373 |
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Less: employer contributions receivable at end of year |
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(1,746,337 |
) |
(1,670,358 |
) |
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Net assets available for benefits per the Form 5500 |
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$ |
85,225,208 |
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$ |
79,761,015 |
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The following is a reconciliation of employer contributions per the financial statements to the Form 5500 for the year ended December 31, 2007:
Employer contributions per financial statements |
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$ |
1,748,873 |
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Less: employer contribution receivable at end of year |
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(1,746,337 |
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Add: employer contribution receivable at beginning of year |
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1,670,358 |
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Employer contributions per the Form 5500 |
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$ |
1,672,894 |
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The financial statements are prepared on an accrual basis whereas the Form 5500 is prepared on a modified cash basis.
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Sinclair Broadcast Group, Inc
401(k) Retirement Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2007 and 2006
NOTE 7 PARTIES IN INTEREST TRANSACTIONS
The employer matching contributions are paid out in shares of the Sinclair Broadcast Group, Inc. common stock.
Certain Plan investments are shares of mutual funds managed by MassMutual Financial Group®. MassMutual is the third party administrator as defined by the Plan. These transactions qualify as exempt party-in-interest transactions.
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SUPPLEMENTAL INFORMATION
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Sinclair Broadcast Group, Inc
401(k) Retirement Savings Plan
EIN: 52-1494660 Plan # 001
SCHEDULE OF ASSETS (HELD AT YEAR END)
DECEMBER 31, 2007
Identity of Issuer, Borrower, |
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Description of Investment |
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Cost (2) |
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Current Value |
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Guaranteed investment contract: |
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SF Guaranteed Interest Fund (1) |
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428,768 units |
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$ |
5,243,063 |
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Pooled separate accounts: |
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Select Large Cap Value (Davis) (1) |
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89,512 units |
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12,491,284 |
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Select Focused Value (Harris/C&B) (1) |
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47,765 units |
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12,211,733 |
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Select Overseas (MFS/Harris) (1) |
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50,073 units |
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8,448,649 |
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Select Fundamental Value (Wellington) (1) |
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44,207 units |
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6,929,161 |
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Select Blue Chip Growth (TRP) (1) |
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20,609 units |
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5,393,364 |
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Premier Strategic Income (OFI) (1) |
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23,455 units |
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4,210,620 |
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Premier Core Bond (Babson) (1) |
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23,535 units |
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3,705,294 |
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Spectrum Growth (T. Rowe Price) (1) |
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13,667 units |
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3,144,194 |
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Select Mid Cap Growth II (TRP) (1) |
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11,197 units |
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2,933,567 |
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Intl New Discovery (MFS) (1) |
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6,855 units |
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2,101,822 |
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Premier Global (OFI) (1) |
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7,699 units |
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1,922,475 |
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Select Aggressive Growth (Sands/Delaware) (1) |
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25,044 units |
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1,822,835 |
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Select Small Company Value (Clover/TRP/EARNEST) (1) |
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8,915 units |
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1,557,141 |
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Destination Retirement 2010 (1) |
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11,327 units |
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1,432,382 |
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Select Value Equity (Fidelity) (1) |
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8,699 units |
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1,253,389 |
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Select Small Company Growth (Mazama/Eagle) (1) |
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8,125 units |
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1,112,278 |
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Select Small Cap Growth Equity (W&R/Wellington) (1) |
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5,531 units |
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1,096,790 |
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Select Strategic Bal (Clearbridge/Western) (1) |
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4,619 units |
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|
563,052 |
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Washington Mutual Investment (American) (1) |
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3,335 units |
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|
522,637 |
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Destination Retirement 2030 (1) |
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2,085 units |
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|
515,665 |
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Destination Retirement 2020 (1) |
|
1,306 units |
|
|
|
321,620 |
|
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Destination Retirement 2040 (1) |
|
1,072 units |
|
|
|
292,828 |
|
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Destination Retirement Income (1) |
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236 units |
|
|
|
56,780 |
|
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Total pooled separate accounts |
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|
|
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74,039,560 |
|
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SBGI Common Stock (1) |
|
478,817 units |
|
|
|
3,939,298 |
|
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IBT Money Market (1) |
|
128,982 units |
|
|
|
210,467 |
|
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Cash and cash equivalents (1) |
|
3.25 |
% |
|
|
16 |
|
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Participant loans (1) |
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5.00%-10.50 |
% |
|
|
1,792,804 |
|
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Total investments |
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|
|
|
$ |
85,225,208 |
|
(1) Party in interest
(2) Historical cost has not been presented, as all investments are participant directed.
13
Sinclair Broadcast Group, Inc
401(k) Retirement Savings Plan
EIN: 52-1494660 PLAN # 001
SCHEDULE OF REPORTABLE TRANSACTIONS
December 31, 2007
(a) |
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(b) |
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(c) |
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(d) |
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(e) |
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(f) |
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(g) |
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(h) |
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(i) |
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MassMutual |
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Select Growth Equity |
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4,694,870 |
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|
|
|
4,254,955 |
|
4,694,870 |
|
439,915 |
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MassMutual |
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Select Blue Chip Growth |
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4,694,870 |
|
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|
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14
Sinclair Broadcast Group, Inc
401(k) Retirement Savings Plan
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SINCLAIR BROADCAST GROUP, INC. |
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401(k) Retirement Savings Plan |
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By: |
/s/ David R. Bochenek |
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David R. Bochenek |
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Vice President/Chief Accounting Officer |
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Dated: June 27, 2008 |
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15
Sinclair Broadcast Group, Inc
401(k) Retirement Savings Plan
EXHIBIT INDEX
Exhibit |
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Description |
23.1 |
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Consent of Independent Registered Public Accounting Firm |
16