FORWARD-LOOKING STATEMENTS

This report includes or incorporates forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the U.S. Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about us, including, among other things, the following risks:



COVID-19 risks
•      Requirement of our RSNs to pay professional sports team minimum rights
       fees, regardless of the number of games played in a season;


•      potential need to reimburse vMVPD and MVPD affiliation fees related to
       canceled professional sporting events;


•      loss of advertising revenue due to postponement or cancellation of
       professional sporting events;


•      loss of advertising revenue as advertisers may be more reluctant to
       purchase advertising spots due to reduced consumer spending as a result of
       shelter in place and stay at home orders; and


•      cybersecurity and operational risks as a result of work-from-home
       arrangements.



General risks

• The impact of changes in national and regional economies and credit and

capital markets;

• loss of consumer confidence;

• the potential impact of changes in tax law;

• the activities of our competitors;

• terrorist acts of violence or war and other geopolitical events;




•      natural disasters and pandemics that impact our advertisers, our stations
       and networks; and


• cybersecurity breaches.



Industry risks

•      The business conditions of our advertisers, particularly in the political,
       automotive and service categories;


•      competition with other broadcast television stations, radio stations,
       multi-channel video programming distributors (MVPDs), internet and
       broadband content providers, and other print and media outlets serving in
       the same markets;


•      the performance of networks and syndicators that provide us with
       programming content, as well as the performance of internally originated
       programming;


•      the loss of appeal of our sports programming, which may be unpredictable,
       the impact of strikes caused by collective bargaining between players and
       sports leagues, and increased programming costs may have a material
       negative effect on our business and our results of operations;


•      the availability and cost of programming from networks and syndicators, as
       well as the cost of internally originated programming;


•      our relationships with networks and their strategies to distribute their
       programming via means other than their local television affiliates, such
       as over-the-top (OTT) or direct-to-consumer content;


•      the effects of the Federal Communications Commission's (FCC) National
       Broadband Plan, the impact of the repacking of our broadcasting spectrum,
       as a result of the incentive auction, within a limited timeframe and
       funding allocated;


•      the potential for additional governmental regulation of broadcasting or
       changes in those regulations and court actions interpreting those
       regulations, including ownership regulations limiting over-the-air
       television's ability to compete effectively (including regulations
       relating to Joint Sales Agreements (JSA), Shared Services Agreements
       (SSA), cross ownership rules, and the national ownership cap), arbitrary
       enforcement of indecency regulations, retransmission consent regulations,
       and political or other advertising restrictions, such as payola rules;


•      the impact of FCC and Congressional efforts which may restrict a
       television station's retransmission consent negotiations;


•      the impact of FCC rules requiring broadcast stations to publish, among
       other information, political advertising rates online;

• the impact of foreign government rules related to digital and online assets;




•      labor disputes and legislation and other union activity associated with
       film, acting, writing, and other guilds and professional sports leagues;



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•      the broadcasting community's ability to develop and adopt a viable mobile
       digital broadcast television (mobile DTV) strategy and platform, such as
       the adoption of a next generation broadcast standard (NEXTGEN TV), and the
       consumer's appetite for mobile television;


•      the impact of programming payments charged by networks pursuant to their
       affiliation agreements with broadcasters requiring compensation for
       network programming;


•      the potential impact from the elimination of rules prohibiting mergers of
       the four major television networks;


•      the effects of declining live/appointment viewership as reported through
       rating systems and local television efforts to adopt and receive credit
       for same day viewing plus viewing on-demand thereafter;


•      changes in television rating measurement methodologies that could
       negatively impact audience results;


•      the ability of local MVPDs to coordinate and determine local advertising
       rates as a consortium;


•      the ability to negotiate terms at least as favorable as those in existence
       with MVPDs and others;


•      changes in the makeup of the population in the areas where stations are
       located;


•      the operation of low power devices in the broadcast spectrum, which could
       interfere with our broadcast signals;

• OTT technologies and their potential impact on cord-cutting;




•      the impact of MVPDs, virtual MVPDs (vMVPDs), and OTTs offering "skinny"
       programming bundles that may not include television broadcast stations,
       regional sports networks, or other programming that we distribute;


•      the effect of a potential decline in the number of subscribers to MVPD
       services;

• fluctuations in advertising rates and availability of inventory;

• the ability of others to retransmit our signal without our consent; and

• the ability to renew media rights agreements with various professional


       sports teams which have varying durations and terms that are at least as
       favorable as those in existence.

Risks specific to us

• The effectiveness of our management;




•      our ability to attract and maintain local, national, and network
       advertising and successfully participate in new sales channels such as
       programmatic and addressable advertising through business partnership
       ventures and the development of technology;


•      our ability to service our debt obligations and operate our business under
       restrictions contained in our financing agreements;


•      our ability to successfully implement and monetize our own content
       management system (CMS) designed to provide our viewers significantly
       improved content via the internet and other digital platforms;


•      our ability to successfully renegotiate retransmission consent and
       distribution agreements for our existing and acquired businesses;


•      the ability of stations which we consolidate, but do not negotiate on
       their behalf, to successfully renegotiate retransmission consent and
       affiliation fees (cable network fees) agreements;

• our ability to secure distribution of our programming to a wide audience;

• our ability to renew our FCC licenses;




•      our ability to obtain FCC approval for any future acquisitions, as well
       as, in certain cases, customary antitrust clearance for any future
       acquisitions;


•      our exposure to any wrongdoing by those outside the Company, but which
       could affect our business or pending acquisitions;


•      our ability to identify media business investment opportunities and to
       successfully integrate any acquired businesses, as well as the success of
       our new content and distribution initiatives in a competitive environment,
       including CHARGE!, TBD, Comet, STIRR, Marquee, other original programming,
       mobile DTV, and our recent acquisition of and investments in the RSNs;


•      our ability to maintain our affiliation and programming service agreements
       with our networks and program service providers and at renewal, to
       successfully negotiate these agreements with favorable terms;


•      our joint venture arrangements related to our regional sports networks are
       subject to a number of operational risks that could have a material
       adverse effect on our business, results of operations, and financial
       condition;

• our ability to generate synergies and leverage new revenue opportunities;

• our ability to renew contracts with leagues and sports teams;




•      our ability to effectively respond to technology affecting our industry
       and to increasing competition from other media providers;

• our ability to deploy NEXTGEN TV nationwide;




•      the strength of ratings for our local news broadcasts including our news
       sharing arrangements; and

• the results of prior year tax audits by taxing authorities.






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Other matters set forth in this report, including the Risk Factors set forth in Item 1A of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2019, may also cause actual results in the future to differ materially from those described in the forward-looking statements. However, additional factors and risks not currently known to us or that we currently deem immaterial may also cause actual results in the future to differ materially from those described in the forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. In light of these risks, uncertainties, and assumptions, events described in the forward-looking statements discussed in this report might not occur.

The following table sets forth certain operating data for the periods presented:

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