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• Linear TV viewing levels have declined in recent years due to cord-cutting and a migration of viewing to streaming platforms.
−Removed: A continuation of these trends could adversely impact the size and demographic profile of our audiences and put pressure on advertising rates.
+Added: Any continued detrimental shifts in viewer preferences adversely impact the size and demographic profile of our audiences and put pressure on advertising rates.
The largest Subscription Video on Demand services have introduced advertising-supported versions that could take advertising dollars from linear TV.
−Removed: • Television advertising revenues in even-numbered years benefit from political advertising, which is affected by campaign finance laws, as well as the competitiveness of specific political races in the markets where our television stations operate.
+Added: • Television advertising revenues in even-numbered years generally benefit from political advertising.
+Added: The amount of political advertising generated in these even-numbered years can be unpredictable as the competitiveness of specific political races and issues in the markets where our television stations operate determines the extent of the benefit we may realize.
• Continued consolidation and contraction of local advertisers in our local markets could adversely impact our operating results, given that we expect the majority of our advertising to be sold to local businesses in our markets.
−Removed: • Television stations have significant exposure to advertising in the automotive, retail and services industries.
+Added: • Local television stations have significant exposure to advertising in the automotive, retail and services industries.
Our national networks have significant exposure to advertising in the consumer-packaged goods, pharmaceutical and insurance industries.
−Removed: Advertising within these industries may decline and we may not be able to secure replacement advertisers.
−Removed: • Several national advertising agencies are employing an automated process known as “programmatic buying” to gain efficiencies and reduce costs related to buying advertising.
+Added: A disruption in advertising spend within these industries could adversely impact our revenue and we may not be able to secure adequate replacement advertisers.
• Growth in advertising revenues will rely in part on the ability to maintain and expand relationships with existing and future advertisers.
−Removed: The implementation of a programmatic model or other similar solution, where automation replaces existing pricing and allocation methods, could turn advertising inventory into a price-driven commodity.
+Added: The implementation and evolution of technological models, where automation replaces existing pricing and allocation methods, could turn advertising inventory into more of a price-driven commodity.
These automated solutions could reduce the value of relationships with advertisers as well as result in downward pricing pressure.
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The emerging currencies generally undercount over-the-air ("OTA") viewing, and Nielsen has not prioritized OTA enhancements.
−Removed: If measurement evolves in a direction that is unfavorable to OTA it could reduce the attractiveness of our audiences to advertisers.
+Added: If measurement evolves in a direction that does not appropriately capture OTA viewership trends it could reduce the attractiveness of our audiences to advertisers.
• Catastrophic events or geopolitical conditions that disrupt domestic or international economies.
If we are unable to respond to any or all of these factors, our advertising revenues could decline and affect our profitability.
−Removed: The growth of direct content-to-consumer delivery channels may fragment our television audiences.
−Removed: This fragmentation could adversely impact advertising rates as well as cause a reduction in the revenues we receive from retransmission consent agreements, resulting in a loss of revenue that could materially adversely affect our broadcast operations.
+Added: The growth of direct content-to-consumer delivery channels and resulting proliferation of programming alternatives have fragmented our television audiences.
+Added: Any fragmentation of our audiences could adversely impact advertising rates as well as cause a reduction in the revenues we receive from retransmission consent agreements, resulting in a loss of revenue that could materially adversely affect our broadcast operations.
We deliver our television programming to our audiences primarily over-the-air and through cable and satellite service providers.
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The delivery of content directly to consumers allows such distributors to compete with the programming we deliver, which may impact our audience size.
−Removed: Fragmentation of our audiences could impact the rates we receive from our advertisers, as well as shift advertisers away from traditional linear advertising to digital advertising.
+Added: Any continued fragmentation of our audiences could impact the rates we receive from our advertisers, as well as shift advertisers away from traditional linear advertising to digital advertising.
In addition, reduction in the number of subscribers to cable and satellite service providers could impact the revenue we receive under retransmission consent agreements.
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The loss of carriage agreements for our national networks would reduce our advertising revenues and affect our profitability.
−Removed: Our retransmission consent revenue may be adversely affected by renewals of retransmission consent agreements, by declines in the number of subscribers to multichannel video programming distributor ("MVPD") services, by new technologies for the distribution of video programming, or by revised government regulations.
+Added: Our retransmission consent revenue may be adversely affected by renewals of retransmission consent agreements, by declines in the number of subscribers to multichannel video programming distributor ("MVPD") services, by new technologies for the distribution of video programming, by revised government regulations, or by MVPDs altering their strategies for delivering paid video services.
As our retransmission consent agreements expire, there can be no assurance that we will be able to renew them at comparable or better rates.
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In addition, continued consolidation among cable television operators could adversely impact our ability to negotiate acceptable retransmission consent agreements.
+Added: A few MVPDs have announced that they are gradually exiting the paid video services side of their business and transitioning their subscribers to YouTube TV.
+Added: If other MVPDs follow suit and transition subscribers to virtual services, profitability of our business could be adversely affected.
We make investments in television programming ("content") in advance of knowing whether that particular content will be popular enough for us to recoup our costs.
Additionally, if costs to acquire this content increase or this content becomes more difficult to obtain, our operating results may be adversely affected.
−Removed: We incur significant costs for the purchase of television programming.
−Removed: We may have to purchase content several years in advance or enter into multi-year agreements, resulting in the commitment of significant costs in advance of knowing whether the content will be popular with its audience.
+Added: We incur significant costs for the purchase of television content.
+Added: We may have to purchase content several years in advance or enter into multi-year agreements, resulting in the commitment of significant costs in advance of knowing whether the content will be popular with audiences.
If this acquired content is not sufficiently popular among audiences in relation to the cost we invest in the content, or if we need to replace content that is performing poorly, we may not be able to produce enough revenue to recover our costs.
Additionally, increased competition for content from entrants into the market and the exclusive use of content on streaming services owned by content creators could reduce content availability or increase our content costs.
+Added: A shortfall in the expected popularity of content we distribute, including sports programming for which we have acquired rights, could have a significant adverse effect on our business.
Any of these factors could reduce our revenues, result in the incurrence of impairment charges or otherwise cause our costs to escalate relative to revenues.
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If we are unable to hire and retain employees capable of performing key functions in our business, or if measures we take to respond to a decrease in labor availability prove ineffective or have unintended negative consequences, our business could be adversely affected.
−Removed: We are experiencing an increasingly competitive labor market, and have had higher turnover rates and more open positions since the COVID-19 pandemic than during pre-pandemic years.
−Removed: Sustained labor shortages or increased turnover rates, whether caused by the pandemic, general macroeconomic factors or dynamics within our industry (including a shrinking pool of new talent interested in the media business), could lead to increased costs, such as increased wage rates to attract and retain employees, could negatively affect our revenue and profits and could have an impact on our operations and business continuity.
+Added: Sustained labor shortages or increased turnover rates, whether caused by general macroeconomic factors or dynamics within our industry (including a shrinking pool of new talent interested in the media business), could lead to increased costs, such as increased wage rates to attract and retain employees, could negatively affect our revenue and profits and could have an impact on our operations and business continuity.
Acquisitions, joint ventures and strategic alliances involve risks and, if said risks are not managed effectively, our operating results could be negatively affected.
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Our operations are routinely involved in receiving, storing, processing and transmitting sensitive information.
−Removed: Although we monitor security measures regularly, any unauthorized intrusion, malicious software infiltration, theft of data, network disruption, denial of service, or similar act by any party could disrupt the integrity, continuity, and security of our systems or the systems of our
−Removed: clients or vendors.
+Added: Although we monitor security measures regularly, any unauthorized intrusion, malicious software infiltration, theft of data, network disruption, denial of service, or similar act by any party could disrupt the integrity, continuity, and security of our systems or the systems of our clients or vendors.
These events, or our failure to employ new technologies, revise processes and invest in people to sustain our ability to defend against cyber threats, could create financial liability, regulatory sanction, or a loss of confidence in our ability to protect information, and adversely affect our revenue by causing the loss of current or potential clients.
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Risks Related to Our Indebtedness
−Removed: We have substantial debt and have the ability to incur significant additional debt.
+Added: We have substantial debt.
The principal and interest payment obligations on such debt may restrict our future operations and impair our ability to meet our long-term obligations.
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This is partially subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control.
−Removed: We cannot assure you that our business will generate cash flow from operations, that future borrowings will be available to us under our Credit Agreement or any other credit facilities, or that we will be able to complete any necessary financings, in amounts sufficient to enable us to fund our operations or pay our debts and other obligations, or to fund other liquidity needs.
+Added: We cannot assure you that our business will generate cash flow from operations, that future borrowings will be
+Added: available to us under our Credit Agreement or any other credit facilities, or that we will be able to complete any necessary financings, in amounts sufficient to enable us to fund our operations or pay our debts and other obligations, or to fund other liquidity needs.
If we are not able to generate sufficient cash flow to service our obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay capital investments, or seek to raise additional capital.
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Specifically, volatility in the capital markets may also impact our ability to obtain additional financing, or to refinance our existing debt, on terms or at times favorable to us.
−Removed: If we are unable to implement one or more of these alternatives, we may not be able to service our debt or
−Removed: other obligations, which could result in us being in default thereon, in which circumstances our lenders could cease making loans to us, and lenders or other holders of our debt could accelerate and declare due all outstanding obligations under the respective agreements, which would likely have a material adverse effect on us.
+Added: If we are unable to implement one or more of these alternatives, we may not be able to service our debt or other obligations, which could result in us being in default thereon, in which circumstances our lenders could cease making loans to us, and lenders or other holders of our debt could accelerate and declare due all outstanding obligations under the respective agreements, which would likely have a material adverse effect on us.
The agreements governing our various debt obligations impose restrictions on our operations and limit our ability to undertake certain corporate actions.
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Any of these restrictions and limitations could make it more difficult for us to execute our business strategy.
−Removed: Our Credit Agreement requires us to comply with certain financial ratios and covenants;
+Added: The agreements governing the Company's debt require us to comply with certain financial ratios and covenants;
our failure to do so will result in a default thereunder, which would have a material adverse effect on us.
2 unchanged sentences
These covenants could have an adverse effect on us by limiting our ability to take advantage of financing, merger and acquisition or other corporate opportunities.
−Removed: The breach of any of these covenants or restrictions could result in a default under the applicable senior credit facility.
−Removed: Upon a default under any of our debt agreements, the lenders or debt holders thereunder could have the right to declare all amounts outstanding, together with accrued and unpaid interest, to be immediately due and payable, which could, in turn, trigger defaults under other debt obligations and could result in the termination of commitments of the lenders to make further extensions of credit under such senior credit facility.
−Removed: If we were unable to repay our secured debt to our lenders, or were otherwise in default under any provision governing our outstanding secured debt obligations, our secured lenders could proceed against us and subsidiary guarantors and against the collateral securing that debt.
+Added: The breach of any covenants or restrictions under any of our debt arrangements could result in a default, and could give lenders or debt holders the right to declare all amounts outstanding, together with accrued and unpaid interest, to be immediately due and payable, which could, in turn, trigger defaults under other debt obligations and could result in the termination of commitments of the lenders to make further extensions of credit under our revolving credit facility.
+Added: Similarly, if we were unable to repay our secured debt to our lenders, or were otherwise in default under any provision governing our outstanding secured debt obligations, our secured lenders could proceed against us and subsidiary guarantors and against the collateral securing that debt.
Any default resulting in an acceleration of outstanding indebtedness, a termination of commitments under our financing arrangements or lenders proceeding against the collateral securing such indebtedness would likely result in a material adverse effect on our business, financial condition and results of operations.
3 unchanged sentences
If rates were to increase, debt service obligations on our variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash available to service our obligations would decrease.
−Removed: Additionally, upon the incurrence of certain indebtedness under our Credit Agreement, the interest rates on our existing term loans would increase.
−Removed: The phase-out of LIBOR could affect interest rates under our Senior Secured Credit Facilities.
−Removed: The United Kingdom’s Financial Conduct Authority announced the intent to phase out LIBOR.
−Removed: LIBOR was no longer used to price new loans starting in 2022, and the index will formally be phased out in the United States by June 30, 2023.
−Removed: The United States has identified the Secured Overnight Financing Rate (“SOFR”) as the replacement for LIBOR.
−Removed: Our Credit Agreement has replacement rate language in place that will provide for transition to the new SOFR benchmark, but an
−Removed: amendment will be required.
−Removed: The utilization of SOFR may produce higher rates than those that would have been in effect prior to any LIBOR phase-out, which could negatively impact our interest expense, results of operations and cash flow.
−Removed: Unresolved Staff Comments
+Added: Additionally, upon the incurrence of new higher-yield term loans, the interest rates on our existing term loans would increase.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.