The term “internal control over financial reporting,” as defined in Rules 13a-15d-15(f) under the Exchange Act, means a  process designed by, or under the supervision of our Chief Executive and Chief Financial Officers and effected by our Board of  Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and  the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (GAAP)  and includes those policies and procedures that:  Based on the evaluation of our disclosure controls and procedures as of December 31, 2010, our Chief Executive Officer and  Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable  assurance level.  Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the  supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we  assessed the effectiveness of our internal control over financial reporting as of December 31, 2010 based on the criteria set forth in  Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission  (COSO). Based on our assessment, management has concluded that, as of December 31, 2010, our internal control over financial  reporting was effective based on those criteria.  The effectiveness of the Company's internal control over financial reporting as of December 31, 2010 has been audited by  PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.  There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under  the Exchange Act) during the quarter ended December 31, 2010, that have materially affected, or are reasonably likely to  materially affect, our internal control over financial reporting.  Management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and  procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well  designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be  considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide  absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent  limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple  error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more  people, or by management’s override of the control. The design of any system of controls also is based in part upon certain  assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated  goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the  degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control  system, misstatements due to error or fraud may occur and not be detected.  24    Sinclair Broadcast Group  Assessment of Effectiveness of Disclosure Controls and Procedures  Report of Management on Internal Control over Financial Reporting  Changes in Internal Control over Financial Reporting Limitations on the Effectiveness of Controls  $_{•}$  pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and  dispositions of our assets;  $_{•}$  provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements  in accordance with GAAP and that our receipts and expenditures are being made in accordance with authorizations of  management or our Board of Directors; and $_{•}$  provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition  of our assets that could have a material adverse effect on our financial statements. 