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Bank of America Merrill Lynch Leveraged Finance Conference December 4, 2012

Sinclair Broadcasting Group BoA Finance Conference

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Page 1: Sinclair Broadcasting Group BoA Finance Conference

Bank of America Merrill LynchLeveraged Finance ConferenceDecember 4, 2012

Page 2: Sinclair Broadcasting Group BoA Finance Conference

Safe Harbor

2

Safe Harbor Statement

The following information contains, or may be deemed to contain, "forward-looking statements" (as defined in the U.S. Private

Securities Litigation Reform Act of 1995). Any statements about our expectations, beliefs, plans, objectives, assumptions or future

events or performance are not historical facts and may be forward-looking. We base these forward-looking statements on our

expectations, assumptions, estimates and projections about our business and the industry in which we operate as of the date of

this presentation. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and

depend on circumstances that may or may not occur in the future and cannot be predicted, quantified or controlled, and as such

these statements could cause actual results to differ materially from those set forth in, contemplated by or underlying any forward-

looking statements. Statements made in these presentation materials and during this presentation and factors set forth under the

title “Risk Factors” in our Form 10-K, 10-Qs, and 8-Ks filed with the SEC, describe factors, among others, that could contribute to

or cause any material difference in outcome from those set forth in, contemplated by or underlying any forward-looking

statements. However, additional factors and risks not currently known to us or that we deem immaterial may also materially and

adversely affect our financial condition and results of operation, and you should review the factors and risks we describe in

reports we file with the Securities and Exchange Commission or that are provided to you by us from time to time.

You are cautioned not to place any undue reliance on any forward-looking statements, which speak only as of the date made. All

subsequent forward-looking statements are expressly qualified in their entirety by the cautionary statements contained or referred

to herein. We undertake no obligation to update these statements or publicly release revisions to these statements to reflect

subsequent events, except as required by law.

Any securities referred to herein have not been and will not be registered under the Securities Act of 1933, as amended, and may

not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Neither this document nor

the information contained herein constitutes an offer to sell or the solicitation of an offer to buy any securities.

Page 3: Sinclair Broadcasting Group BoA Finance Conference

Company Overview &Investment Highlights

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Page 4: Sinclair Broadcasting Group BoA Finance Conference

Broadcast Leader

� One of the largest & most diversified pure-

play television broadcasters

� 83 TV stations in 46 markets (27 of

which are multi-station markets)

� 27.1% U.S. coverage (31.3 million

households)

� 37 markets airing news

� 50+ sub-channels

� Affiliated with all of the major networks

� Insulates us from network downturns

� Growth through key strategic acquisitions

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Station Affiliation Make-up

Note: Statistics include the Newport, WUTB and KBTV pending acquisitions; WLAJ pending disposition

Page 5: Sinclair Broadcasting Group BoA Finance Conference

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Diversified Market Coverage

% of Stations in DMA Sizes

� Dominant middle market

broadcaster

� Footprint brings buying power and negotiating leverage

� Diversification insulates Sinclair from network and local

economic downturns

Note: Statistics include the Newport, WUTB and KBTV pending acquisitions; WLAJ pending disposition

Page 6: Sinclair Broadcasting Group BoA Finance Conference

Significant Audience Reach

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National Coverage – U.S. TV Households

Source: Company documents and public filingsNote: Market coverage is after the Newport, WUTB and KBTV pending acquisitions; WLAJ pending disposition

Page 7: Sinclair Broadcasting Group BoA Finance Conference

Diversified Affiliation Mix

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Q3 2010 Revenues By Affiliation (Actuals)1

Source: Company documents and public filings1 Pre Four Points and Freedom2 Includes Four Points and Freedom

Q3 2012 Revenues by Affiliation (Actuals)2

FOX

36%

ABC

20%

CBS

18%

MNT

14%

CW

10%

IND

1%

NBC

1.0%

FOX

47%

ABC

20%

MNT

17%

CW

12%

CBS

3%

NBC

1%

IND

0.10%

Page 8: Sinclair Broadcasting Group BoA Finance Conference

Sinclair Operating Strategy

� Strengthen local sales performance – protect and grow revenue share

� Invest in local content – news

� Aggressively pursue fair value retransmission consent

� Expand content offerings – digital interactive / sub-channels

� Strengthen network relations (long term affiliation agreements, reverse retrans)

� Enhance footprint and free cash flow through 'Big 3' television acquisitions

� Develop technical solutions / business opportunities

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Page 9: Sinclair Broadcasting Group BoA Finance Conference

Industry Highlights

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Page 10: Sinclair Broadcasting Group BoA Finance Conference

Industry Drivers

� New car sales (SAARs) of 14.2M units (10% growth for 2012)

� 2012 political ad spending was the biggest year on record and expected to grow in future years

� Retrans revenues expected to double over next 3 years

� TV viewing and brand awareness continue to dominate

� Local television news is the primary source of information for the majority of America

� Adults watch 5.2 hours per day vs. 3.0 hours spent on the Internet1

� 64% say that TV is the “primary action driver” of awareness1

� 39.8% learn about products from TV vs. 8.7% from the Internet1

� Network/affiliate partnerships are strong; support over-the-air local news

� Economy still recovering

� Spectrum and mobile opportunities continue to make progress

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1 Source: TVB

Page 11: Sinclair Broadcasting Group BoA Finance Conference

Political Continues to Grow

� Record political advertising in 2012

� 2012 estimated at 43% growth over 2008’s Presidential election

� PAC spending changing the landscape; driving higher average unit rates

($ in millions)

U.S. Political Ad Spending on Local TV

Source: Magna GlobalIncludes Local Broadcast and Local Cable TV political advertising

11

$996

$1,264

$1,548 $1,765

$2,220

$2,528 $2,755

$2,978

2002 2004 2006 2008 2010 2012E 2014E 2018E

Page 12: Sinclair Broadcasting Group BoA Finance Conference

Retransmission Revenues Growing

($ in millions)

Source: SNL Kagan1 Based on total affiliate and O&O retransmission revenue and basic cable affiliate revenue2 Reflects O&O and Affiliate retransmission revenue before any sharing with the networks

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� Industry retransmission revenues are expected to double over next 3 years

� Although broadcast television represents 35-40% of audience share, broadcasters (affiliate and

O&O) are only receiving $2Bn (7%) of a ~$34Bn1 market opportunity

Industry Broadcast Retransmission Revenues2

$215 $313 $500

$729

$1,136 $1,455

$2,033

$2,697

$3,281

$3,894

2006 2007 2008 2009 2010 2011 2012E 2013E 2014E 2015E

Page 13: Sinclair Broadcasting Group BoA Finance Conference

Digital Interactive Opportunities

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� Broadcasters are well positioned to participate in Internet and social media growth

� TV and Internet are complimentary:

� ~40% looked up information related to the TV program they were watching

� ~30% looked up information on a product in an ad they saw on TV

� Social media connecting viewers while watching

� Allows broadcasters to interact with audience

� TV Station websites and mobile apps are a critical source for local and breaking news

� Broadcasters and advertisers utilizing text messaging, websites and mobile apps to

reach audience

Page 14: Sinclair Broadcasting Group BoA Finance Conference

Emerging Technology

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� Mobile television and spectrum uses are being introduced to the public

� Technological advances mean that broadcasters are no longer constrained by “1 spot to

all” in the market

� Allows broadcasters the flexibility to zone sell

� Eventually enabling broadcasters to deliver individual spots to homes and

individual devices

� Significant impact to the traffic infrastructure and sales process

Page 15: Sinclair Broadcasting Group BoA Finance Conference

Acquisition Environment &Transactions

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Page 16: Sinclair Broadcasting Group BoA Finance Conference

Acquisition Highlights

� 100 TV stations sold or under contract for sale in last 12 months ($2.6Bn in transactions)

� Of which, Four Points, Freedom, McGraw Hill, New Vision, Newport and Landmark represent 59 stations for $2.3Bn

� Seller multiples range 8.5x-12.0x odd/even year average

� More to come

� Sinclair's expertise and presence provide for attractive buyer multiples

� Four Points – 6.5x on $200M price (closed Q1-12)

� Freedom – 6.6x on $385M price (closed Q2-12)

� Bay TV – 5.7x on $40M price (closed Q4-12)

� Newport – 7.2x on $412.5M price (expected close Q4-12)

� KFBT – 4.7x on $14.0M price (expected close Q4-12)

� Result in minimal leverage and continued balance sheet strength

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Page 17: Sinclair Broadcasting Group BoA Finance Conference

Acquisition Benefits

� Purchasing power

� Negotiating leverage

� More competitive portfolio

� Free cash flow accretion

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2011 & 2012 Actual and Estimated PF EBITDA($ in millions)

1 Pro forma for 12 months of Four Points, Freedom, Bay TV, KFBT, WUTB and Newport acquisitions after synergies

Page 18: Sinclair Broadcasting Group BoA Finance Conference

Financial Overview

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Page 19: Sinclair Broadcasting Group BoA Finance Conference

Q3-12 Financial Highlights

� Net broadcast revenues (ex-political) up 32.8% versus the prior year period (FY estimated at

$906M-$908M)

� Includes $38.8M from acquisitions

� Same station core up 6.9%

� Automotive up 12.2% on a same station basis

� Political revenues of $27.8M (FY estimated at almost $100M)

� EBITDA of $100M (FY estimated at $400M-$402M)

� 61.5% EBITDA growth

� EBITDA margin of 38.4

� Free cash flow of $45.2M (FY estimated at $205M)

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FY 2012 estimates based on guidance provided 11/1/12. This is not an update or confirmation of those estimates.

Page 20: Sinclair Broadcasting Group BoA Finance Conference

Other Financial Highlights

� $1.00 Special dividend to be paid December 2012

� Superbowl on CBS in 2013

� Sales of new cars expected to grow

� Net retrans expected to grow

� Pending acquisitions to add to free cash flow

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Page 21: Sinclair Broadcasting Group BoA Finance Conference

One of the Best Credits in the Industry

� Highest free cash flow metrics (LTM)

� Free cash flow generated: $183M1

� EBITDA conversion rate into FCF: 53%

� FCF yield on equity value: 22%

� Among the most creditworthy with a strong

balance sheet

� 4.17x OpCo leverage2

� Proven ability to deleverage

� No debt maturities until 2016

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Free Cash Flow

1 Includes 9 months of Four Points and 6 months of Freedom

2 Pro forma for 12 months of Four Points and Freedom acquisitions

$129

$160

$145

$183

$205

2009 2010 2011 LTM

9/30/2012

2012 Est

Page 22: Sinclair Broadcasting Group BoA Finance Conference

New Senior Notes Overview

� $500 million

� Issued at par

� 10 year maturity (October 2022)

� 6.125% coupon

� Uses: Fund acquisitions, fees/expenses, debt repayment, general

corporate purposes

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Page 23: Sinclair Broadcasting Group BoA Finance Conference

Strong Balance Sheet (Actuals)

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Adj. EBITDA and Leverage based on bank covenant calculations 12/31/11 pro forma includes Four Points and Freedom12/31/12 pro forma includes Four Points, Freedom, Newport, WUTB, KFBT, Bay TV, $500M 6.125% bond

December 31, Sept 30, Dec 31,

($ in millions) 2011 PF 2011 2012 PF 2012E

Cash $13 $13 $45 $45

Revolving Credit Facility 12 25 15 15

Term Loans 337 867 855 855

2nd Lien Notes 500 500 500 500

Unsecured Notes 238 238 238 738

Other OpCo Debt 33 33 30 30

HoldCo Debt 21 21 20 20

VIE Debt 65 65 69 69

Debt on B/S, net of Cash 1,193 1,736 1,682 2,182

Adjusted EBITDA (TTM) 268 357 389 490

1st Lien Net Leverage 1.5x 2.6x 2.3x 1.8x

OpCo Net Leverage 4.2x 4.6x 4.2x 4.3x

Total Net Leverage 4.2x 4.7x 4.1x 4.3x

Page 24: Sinclair Broadcasting Group BoA Finance Conference

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Key Investment Highlights

� Television continues to be the dominant media

� Record-setting political ad spending in 2012

� Affiliate retransmission revenues will continue to drive growth

� Digital interactive and technologies are emerging

Strong Secular

Trends in TV Industry

Diverse Operations

with Broad Reach

Robust Free Cash Flow Generation

� 83 TV stations in 46 markets 1

� 27.1% U.S. coverage (31.3 million households)1

� Geographic and network diversity

� Portfolio make-up

� Negotiating leverage with program syndicators and MVPDs

� Multi-station markets

Strong Balance Sheet

� Among the most creditworthy of pure play public broadcasters

� No near term maturities

1 Pro forma for the Newport, WUTB and KBTV pending acquisitions; WLAJ pending disposition

Industry Leader

� $205M estimated 2012 free cash flow generation

� 53% EBITDA conversion rate into free cash flow

� $1.00 special dividend in 2012