Welcome to the Sinclair Broadcast Group Incorporated Second Quarter 2016 Earnings Conference Call. [Operator Instructions] I would now like to turn the conference over to your host Mr. David Amy, Vice President and Chief Operating Officer of Sinclair. Thank you, sir. You may begin.

Thank you, Operator and good morning everyone. Participating on the call with me today are Dave Smith, President and CEO, Steven Marks and Stephen Pruett Co-Chief Operating Officers of Sinclair's Television Group, Chris Ripley, Chief Financial Officer and Lucy Rutishauser, Senior Vice President, Corporate Finance and Treasurer. Before we begin Lucy will make our forward-looking statements disclaimer.

Thank you, David. Good morning everyone.Certain matters discussed on this call may include forward-looking statements regarding among other things future operating results. Such statements are subject to a number of risks and uncertainties. Actual results in the future could defer from those described in the forward-looking statements as a result of various important factors. Such factors have been set forth in the company's most recent reports as filed with the SEC and included in our second quarter earnings release. The Company undertakes no obligation to update these forward-looking statements. The company uses its website as a key source of company information which can be accessed at www.spgi.net in accordance with Reg FD this call is being made available to the public figure. A webcast replay will be available on our website later today and will remain available until our next quarterly earnings release. Included on the call will be a discussion of non-GAAP financial measures specifically television broadcast cash flow, EBITDA, free cash flow and leverage. These metrics are not meant to replace GAAP measurements but are provided as supplements details to assist the public in their analysis and valuation of our company. A reconciliation of the non-GAAP financial measures to the GAAP measures in our financial statements is provided on our website under Investors Reports and Filings.

Thanks, Lucy. Before we go through the results let me review some of the more meaningful activities that have taken place since our last earnings call. On the content side NBC affiliation agreements covering nine markets that expired at the end of 2015 were renewed by us and our JSA partners. This is in addition to another 13 FOX affiliate markets that we and our partners reached an agreement on through the end of 2019, we also reached an agreement to renew our retrans agreement with Comcast and were able to obtain expanded coverage of tennis channel some of which will occur at the end of this year and some in the future. We are unable to discuss details of the agreement due to nondisclosure provisions. However, we are extremely pleased with the value we obtained in the deal. In addition, we obtained additional carriage of tennis channel to approximately 1 million subscribers through a deal with charter effective mid-August of 2016. Circa, our millennial and independent-minded focused online news and entertainment offering went live last month. What set Circa apart is it's video rich and atomization that provides for personalized content and the user response has been spectacular with over 7 million video views in its first week alone as well as increasing social media shares every day. We have expanded local news in five markets in advance of the peak political season and now produce over 2200 hours per week of local news. For us not only are we the largest producer of local news in the country, we also wanted to point out the quality of our coverage and how proud we are of our team at WJLA, ABC7 in our nation's capital that won the prestigious Edward R Murrow Award for Excellence in Electronic Journalism. This is in addition to the 163 news awards we've already received by our other stations in just the first half of this year. Finally, we are excited to report that our Sinclair Broadcast Diversity Scholarship Fund established to provide aid to minority students awarded a combined $43,000 to its inaugural a class of nine college students aspiring for a career in broadcast, television, journalism. We wish them the best of luck. So now Chris will take you through the second quarter results.

Thank you, David. For the second quarter we exceeded our guidance in all key financial metrics of revenue, EBITDA and free cash flow. Media revenues for the second quarter were 606 million, an increase of 21% or $103 million higher than second quarter of 2015 and higher than our guidance. On a pro forma basis second quarter 2016 media revenues where 12% higher than pro forma second quarter 2015 primarily due to the increase in political advertising, retransmission fees and digital revenues. Media operating expenses in the second quarter defined as media production and media SG&A expenses before barter were $372 million up 31% from second quarter last year and 17% on a pro forma basis, the increase on a pro forma basis is primarily due to higher reverse retrans fee, production cost on over 20 more ASN games produced and startup costs related to our revenue generating initiatives as well as due to expansions from 2015 and 2016. Corporate overhead in the quarter was $14 million flat to the same period last year primarily due to higher compensation; acquisition and consulting costs offset by lower stocks based compensation costs and insurance costs. Research development costs were only $1 million as ONE Media's work on the development of the ATSC 3.0 transmission center has mostly been completed and now await the implementation and SSN build out phase. It's important to note that as the FCC works through the approval process of 3.0 last week South Korea officially announced that their country will adopt it as their official broadcast transmission standard. EBITDA was $205 million in the quarter an increase of 11% or $20 million higher than the same period last year and $3 million higher than our guidance. The EBITDA margin on total revenues was 31% for the quarter. Net interest expense for the quarter was $54 million up $6 million versus second quarter last year on acquisition financings. Our weighted average cost to debt for the company is approximately 5%. Diluted earnings per share on $96 million weighted average common shares was $.52 in the quarter which includes the previously disclosed $9 million one-time FCC settlement which reduced the diluted earnings per share by $0.09. We generated $102 million of free cash flow in the quarter and converted over 50% of our EBITDA into free cash during the trailing 12 months ended June 30, 2016. Our 2016 2017 free cash flow yield is 19% and our dividend yield is over 2% based on our current share price. With that I will turn it over to Lucy to take you through the balance sheet and cash flow highlights.

Thank you, Chris. Capital expenditures in the second quarter were $24 million and we’re estimating $95 million to $100 million in CapEx for 2016 as we reprioritize our '16 and '17 projects to accelerate the ones with larger ROIs. Cash programming payments were $29 million and we are still on track to meet our full-year estimates of $112 million. Cash taxes paid in the second quarter were $29 million and for the full year expected to be about 70% to 75% of the tax provision. In July, we completed an amendment an extension of our bank credit facility extending the full $485 million of revolving commitments and $140 million of Term A loan from April 2018 to a maturity of July 2021 and reducing certain pricing terms on those loans based on satisfying covenant ratios. At June 30 total debt was $4.179 billion including a $131 million of nonguaranteed in VIE debt and cash on hand was $104 million. We had $483 million available on our revolver for total liquidity of $587 million. Total net leverage to the holding company at quarter end was five times which excludes the VIE and non-guarantor debt and is net of cash. The first lien indebtedness ratio was 2.1 times on a covenant of four times. Our 2015, 2016 two-year average net leverage is expected to decline significantly to approximately 4 times by year-end, assuming our current portfolio, during the quarter we repaid $19 million of scheduled debt amortization and distributed another $17 million in dividends. For the year, we expect to distribute $140 million of our free cash for dividends and debt repayment. Since our May fourth earnings release we also repurchased 700,000 shares of common stock for $19 million and now have $86 million remaining on our buyback authorization. And David Amy will now take you through operating performance.

Thank you, Lucy. As Chris pointed out we exceeded guidance on all key financial metrics. For the second quarter political revenues were at the high end of our guidance coming in and almost $17 million and 12% ahead of 2012 pro forma political for the first half of the year. As mentioned on our last call our investment in news has been paying off with our share of political dollars growing by 70 basis points from Q2 of '12 to Q2 of '16 on a pro forma comparable basis. Meanwhile, core advertising revenues which excludes political was up over 1% in the second quarter in line with our guidance and digital revenues grew 26% in the second quarter on a pro forma basis. Now as we turn to our outlook for '16 for the third quarter we are expecting media revenues to be approximately $649 million to $663 million that’s up 30% to 33% as compared to third quarter of '15 and this includes $8 million and incremental Olympic revenues which is 30% more than we budgeted and includes political revenues of $58 million to $68 million. Pro forma core advertising revenues in the third quarter excluding political are expected to be up in the low single digits versus the same period last year and if we compared the pro forma core advertising in '12 Core is also pacing up by almost 3%. For the full year, we're estimating political revenues to exceed full-year '12 pro forma political revenues with the money skewing slightly more towards fourth quarter then historically placed. This is predominately due to the late fundraising by the Trump Campaign; again, we expect a record year in political dollars by beating 2012's $255 million. On the expense side we are forecasting media expenses in the third quarter…

[Operator Instructions] And our first question comes from the line of Mr. Aaron Watts from Deutsche Bank. Please proceed with your question.

Dave I think you said that the third quarter you're expecting pro forma core ad revenues to be up low single-digit year-over-year, how does the committee how the second quarter played out for you? And would those metrics change at all if you were or change materially if you were focusing specifically on TV?

I'll take it. Third quarter is pretty much pacing very similar to second quarter. We were up low single digits in second; we are looking at the same in third. In the second quarter the automotive category showed once again gains, most single digits and interestingly enough in third quarter our current pace on the automotive category is the best quarter to-date in 2016. So with that said the big category being automotive plus in second quarter, plus in third quarter I think it's pretty stable and the numbers have been very consistent.

It's actually a good segue on one other question I had on auto. As sales seems to plateau right now, do you see that as a good thing or bad thing in terms of the category and money coming into you going forward?

I think it's, this is Steve Pruett ago as the SARS level off and as it is done historically, starts to roller coaster a little bit, the competition within the dealer groups to get local market share stays fairly intense. It can be counterintuitive as well as it can go up when SARS go up it can go up when stars go down as long as its not a crash. But I think where we are is a very healthy sort of oscillation of around a SARS number overall.

Aaron I just wanted to add to your question here in terms of advertising, core advertising etcetera, the core advertising focus is consistent in terms of just the performance that we're seeing in the base of our business and part of that conversation we had earlier in the script was about a comparison of '16 versus '12 in regards to core and you saw on the pro forma basis we’re actually up 3% on the core side in regards to ex-political. So I think that’s important. We’ve talked in the past about retrans and the stability of retrans and the recession proof value that retrans brings to the table. We talked about our digital line and the growth that we're seeing in digital is way beyond what our peers are experiencing. So just those elements alone show you the stability in our core business, our retrans business, the growth in our digital and the opportunities that we see coming in other areas whether it's our multi-cash or what have you where we're seeing additional revenues that start to grow and contribute to our top line.

And our next question comes from the line of Marci Ryvicker from Wells Fargo. Please proceed with your question.

The third-quarter revenue guide was nicely ahead of us and I think the rest of the street. So I'm going to ask you, how much of that is due to M&A or the tennis channel?

Marci, the numbers that we talk about core advertising, those are pro forma numbers. So it's already on a comparable basis.

Okay so is there I guess in the total not just the core advertising but the total media revenue number?

For the as reported?

For your guide for the third quarter

So we've really haven't done, we really haven't done a lot of acquisitions over the past 12 months. So most of that is really going to come from, the growth is really going to come from the things that Dave just talked about, growth in retrans, growth in digital, growth in core.

And then for political, you said and in the press release also that there is a higher percentage falling in the fourth quarter versus the third quarter. Can you remind us how much of the full-year political had historically fallen in the third quarter and then just talk about how you manage inventory in the fourth quarter if political is going to take up a larger percentage?

In terms of the inventory question, Marci, it affects roughly nine markets roughly. And most of these markets, we enjoy more than one property. So as some advertisers get squeezed out on a primary channel, because of political, they could go to one of our secondary channels to keep their advertising in place. So I think from an inventory standpoint, realistically it affects maybe 10% of our [indiscernible] in totality and we've gone through this so many years in Ohio and so on and so forth and Florida, we're prepared.

So historically, we've done about 59% of the full-year political in the fourth quarter and our guidance we put out today would reflect more like 61%, 62%, not a lot shift there.

And our next question comes from the line of Dan Kurnos from the Benchmark Company. Please proceed with your question.

Just a couple I guess I'll skip away from core and then ask just on digital up so strongly can you just talk about some of the levers there whether you're seeing CPM increases or whether it's a volume and on Circa I know it's relatively new but can you talk about a thought on spend and increasing penetration and kind of a longer tailed disruption strategy?

On the digital growth, it's a combination of things, sort of the core digital is still growing which is our site and our visits and we've increased page views. We've increased kind of display products. As we've organized our agency Compulse and also developed many more digital marketing products, we're seeing substantial growth and SCM, SCO retargeting and just sure play digital marketing packages. So we're seeing some real good results in that area.

And just to add on to that, so I would say that it's really more volume growth than pricing growth on digital and that's not only because, that's because of the investments we've made in our CMS and our VMS. And then as we've said we're having good success in our agency services which we spend a lot of time perfecting and specializing for various sectors ago. On Circa, we're very encouraged as David had mentioned earlier, has gotten off to a fabulous start. Two, weeks in so it's early. But we've seen excellent engagement and traffic and video views in the first two weeks in fact competitive with established brands like Vice and FOX and [indiscernible] right out of the gate with little to no promotion. So we're very excited about the strategy there and the type of content that's being produced is very cutting edge, in terms of the financials, there isn't going to be any substantial revenue to speak of for Circa this year and we expect to lose probably a little less than $8 million in the first year here getting it launched.

And then just on the reverse side, I think we saw the press release and then obviously commented on it today. It seems like deals are being done kind of reverse on a four year basis than more recent, although I think last time you guys did a CBS deal and did some of your forward statements with CBS at the time. So just thoughts on how much is left on FOX and is there any reason not to have done all of that upfront now?

So on FOX, we just did a group of the stations and we have a much larger group that comes up in a couple of years. So most of our deals have been five years or five year four deals, FOX has been a little bit different. FOX is always a little bit different; it's really a case by case basis, what in our picture we’re doing with.

And our next question comes from the line of Kyle Evans from Stephens, Inc. Please proceed with your question.

Could you give presidential contribution to that 2012 pro forma political ad revenue number?

We don’t have because of all the acquisitions that level of detail although I'll say that historically we've run about 50% candidate and then 50% for pack an issue combined.

Okay. No rough snatch for how that 50% candidate shakes out presidential though.

We’re running, right now we're pacing pretty close to that.

Okay. And then an update please on your retransmission subscriber counts? That's historically been stable to flat?

Yes they are still stable.

Okay. And then any commentary lastly on the tennis contribution in 2Q as we try to work on our media segments?

Q2 tennis contribution was actually a small loss given that quarter is when they have two majors. So there's a lot of productions that will happen in Q2 for tennis and we haven't really reaped any of the benefits of the additional distribution that we've found.

And our next question comes from the line of James Dix from Wedbush Securities. Please proceed with your question.

Just wanted to confirm whether when you're talking about core advertising your including your digital as well as even though you do break out a separate digital growth number, I just want to make sure when you’re talking about core you’re including digital. And then, I guess just any thoughts on your use of free cash flows based on some press reports, your interest in another cable network potentially just as you’re looking at the landscape up there with you see the opportunities for using your free cash flow for acquisitions as opposed to capital returns. Thanks.

On the core numbers that does include digital and since it is a very much integrated sales we view it as one and the same. Although I will say that if you were to strip it out it doesn't change the trend lines. And on your question around uses of free cash flow, we optimize uses of free cash flow based on returns and we look at buying back our shares versus doing more core acquisitions and versus adjacencies and we balance that of versus the returns and getting each one of those areas. So we've always been an inquisitive company and every time we do an acquisition, we have enough most confidence that it would be accretive versus just buying back our shares. But that's something where always monitoring and certainly I think we think we’re very cheap right now especially with this downdraft and if anything something we going to have balance going forward as we look to produce a lot of free cash flow in the near future.

And our next question comes from the line of Davis Hebert from Wells Fargo Securities. Please proceed with your question.

I wanted to ask a question on some of the non-broadcast businesses, Compulse Burst etcetera. Can you provide any sense of how EBITDA contribution from those business might look for next year?

So those two entities are not really material EBITDA contributors. You're asking about Compulse and Burst, correct?

Correct.

First is the minority investments, we are rolling it out and testing it in our stations. We've got good results back in term of increasing our engagement with our consumers and making it easier for them to submit UTG to us. So the benefits to that I think we will start to flow through our news operations next year and whether there's ultimately a return on the equity investment, that'll be into the future and necessarily will have an EBITDA impact. Compulse revenue toplines are growing quickly, that's our agency business. We've always had agency businesses is just recently rebranded come pulse is that a so something new it's just a rebranded, Compulse is not necessarily something new which is to rebrand but the EBITDA from that, there is EBITDA from that but it's not really in the scale of totality of Sinclair.

And then on political, if you could, Lucy, perhaps give a Q3 2012 pro forma number just so we can see how you track -- or tracking against that from the last presidential election?

Yes, so we were Q3, just a second. We did roughly $75 million pro forma. So again a little bit Q3 at our 58, 68 guidance for this year, we will get pushed, we’re running ahead first half of this year, got some delay Trump [ph] spending Q4 should pick all back up so that we have record-breaking year for the whole year up against '12.

Okay. And then last question for me on the balance sheet you called out the four times leverage, it was just a tad higher than the 3.9 with your Q3 looking good just kind of curious the mechanics behind the slight increase there and any thoughts around balance sheet refinancings? I think you’ve couple of bonds that are going to be callable. I'm just curious if you are looking at being opportunistic in the high yield market anytime soon?

So the four times is an average number, a rounded number. So it's really, really not a lot of change there. We did close LinkedIn in the second quarter that station and on the bond side we're certainly keeping an eye on both the 5 and 3/8 spots which became callable in April as well as a 60 3/8 became callable this fall especially right now with some of the flight to safety that we're seeing's. So we’re keeping a close eye on both of those issues and if there is an opportunity to refi with a new bond or bank debt, again at an attractive interest rate that would be NPV positive that we would look at that but it's got to make economical sense for us.

Okay so there's no covenants in those bonds that you'd like to see perhaps a little wider or looser? It's more economics driven then?

Well it's economics based. We certainly given when the response were done, the company is a different company now and we would need to resize things and restructure, so that it's more compatible with the company that we are today, but anything we would do there would really be economical.

And our next question comes from the line of Tracy Young from Evercore ISI.

I have got three wishes. The first just related to the FOX retrans -- are those numbers in your current guidance for the year or is that something that starts at the end of the year?

They been in there actually, Tracy, for the whole year. So all the guidance we have given every quarter we had already had estimates in there for them.

And then you did mention the tennis channel in 2Q is running at a loss. Are you expecting it to have breakeven or grow in 3Q EBITDA?

Yes, the Q2 is seasonally the worse quarter for tennis, so it should be a small positive to Jupiter for the rest of the year and for 2017, we're very confident in our run rate projections of $60 million plus and good growth thereafter. So all good on the tennis channel progress

And then the last question is related to ATSC. Good to hear that South Korea wants to adopt it. Any more color in terms of timing the provide on the SEC?

I think what I saw recently in the trades was the Association of Registered Professional Engineers, the practice before the FCC came out recently and issued statement saying that the FCC adopt it as soon as possible. So I think we're going to see this move through the regulatory process fairly quick pace. And I think the fact that South Korea has now adopted it as their standard for broadcast, the U.S. has already adopted it and I think you're going to see it over time become likely the global standard, the long term consequence of that's a function of our intellectual property is going to be very interesting to watch.

And our next question comes from the line of Leo Kulp from RBC Capital Markets. Please proceed.

I just had three quick ones. First, can you provide an update your guidance around retrans given some of the moving parts this quarter?

Yes, so we are, we are still expecting kind of high teens for net retrans this year. Low teens next year and single digits in '18 and again the trend there is not related to anything other than just timing of when the MBTP contracts come up versus the affiliation agreements.

And then second, as far as the full-year political outlook, I apologize if I've missed this but could you provide an update to your outlook. I think last quarter you asid you were expecting about $270 million to $280 million for the year?

Yes so the full-year guide is 260 to 280 and that’s really based on how historical numbers have trended in. Again, it's still way too early to really get a feel for where we're going to be. So again, the thing to take away from this is that we expect to be the 2012 255 million, this will be a record-breaking year for us.

And then finally I guess, when you're thinking but M&A and I guess specifically about cable networks, how do you think about how Sinclair can add value by acquiring another cable network, beyond the tennis channel? Where is the value creation there if you were to do another cable network acquisition?

So we created tremendous amount of value already in a very short period of time on tennis. It's more than exceeded anything that we could have hoped for in terms of success in our thesis of increasing distribution, what was an asset, a gemcitabine of an asset that had great content that was being undervalued in the marketplace and just needed some leverage to unlock it. And so far, we've gotten through and most recently just with Comcast now, and increased distribution with every one of the major MVPDs. So that sort of an obvious example of how we can bring value to the table, a substantial amount of value and as I've said before I think when all is said and done with tennis, it's going to look like 2 to 3 times in sort of deal. It will take some time to get there but I have no doubt in my mind that we'll get there. And we look at everything that comes across our table, if you will, and things that are going to come across our table, we search everything out. So it's not like there is a lot of other opportunities in cable that we think warrant our effort and attention and they really, you need to have a unique set of characteristics that existed within tennis that's what we've probably said that it's not our stated goal to continue to buy cable channels. But if we get that AA set up with like we had with tennis where we can either increase distribution or enhance the distribution of -- outlook of a channel that can obviously create a tremendous a lot of value as we prove in the Tennis Channel.

And our final question comes from the line of Barry Lucas from Gabelli & Co. Please proceed with your question.

I just have two and one it would be if we could drill down a bit in auto and look at the reports, specifically from certain manufacturers where sales were below 10, can you sort of square the circle there and indicate whether or not one of the big three Ford and in particular Nissan had some shortfalls? Maybe can just talk about what you're seeing in those general areas and are those companies that are below plan on sales are you seeing them come back to the screen to drive traffic?

Money moves around the auto industry flag by flag, it moves with a lot of velocity and they do things to adapt to the market very suddenly. Now we have seen some money in certain brands for particular -- very small amount of their budget by the way which is the call offside, the manufacturer cost side. I get emphasis for search and also some money that was put, what we call put on the hood. So we have a group of senior managers here that meet constantly with dealer owners, dealer associations, the agencies for dealer associations and large dealer groups as well as manufacturers' representatives. So we like to take those situations and turn them into opportunities. If we started going through each and every move that a flag makes I'm sitting here looking at the 13 flags all have different moves. I would say that generally speaking, the result is there is no particular, what I would call material leaning that’s any different than has been for the last year. We did see on a market by market basis some people who tested going without mass media, come back to mass media and we have done some research in that area. We actually have some studies we have done with other broadcasters, they talk why mass media is effective and why in particular I think as Chris alluded to earlier, we see mass media and digital marketing working hand in hand to create an integrated sale. And we've evolved over time. We’ve educated our teams over time and I would say that we are materially changing the level of conversation we have with auto dealers.

And maybe bigger picture when we think about the post auction period and what may be available for sale in the way of TV stations, just wondering how you would handicap the probability or likelihood of a change in ownership regulation expansion of the cap??

So we're not optimistic about a change from the SEC in terms of ownership rules by doing a review is underway at an expedited fashion what the preview of the rules look virtually unchanged. So we do expect any changes from the FCC. We have been and we’re continuing to be focused on the hill, Congress and the Senate and we were successful last year in getting GSA released and that’s where we're spending a lot of our time in sort of a surgically going after relief, specifically sort of your next target is the cap and if there is going to be change I think it will be through Congress. It won't be from the SEC

And just a follow-on to that [indiscernible], spend a lot of time with key members of the house and more importantly the Senate, both parties are rated the top of the echelon and I think, I can say with some degree of comfort every time we meet with them, their typical response is we need to fix this. This is obviously a mistake. Tell us when you, when you want us to do it and how can we help you whenever. I think there's a broad sense about broadcast industry is grossly overregulated and the rules need to be thrown aside. So I think once the election is over, regardless of who's in office, we're going to go back at it and I think there's a chance next year you may see something happen.

This does conclude our question-and-answer session. I would like to turn the conference back over to management for any closing remarks.

All right. Well thank you Operator and thank you everyone for participating on our earnings call this morning. And if anyone has additional questions, please feel free to contact us.