Frontier Good Faith Complaint REDACTED.Pdf

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Before the FEDERAL COMMUNICATIONS COMMISSION Washington, DC 20554

In the Matter of ) ) GRAY TELEVISION LICENSEE, LLC ) and ) MB Docket No. 12-1 GRAY MEDIA GROUP, INC. ) Complainants, ) ) v. ) ) CITIZENS TELECOM SERVICES ) COMPANY, LLC D/B/A FRONTIER ) COMMUNICATIONS ) Defendant. ) )

To: Office of the Secretary Attn: Chief, Media Bureau

GOOD FAITH COMPLAINT

Robert J. Folliard, III Claire Magee Ferguson Gray Television Licensee, LLC Gray Media Group, Inc. 4370 Peachtree Rd. NE Atlanta, GA 30319 202-255-9298

December 22, 2020 REDACTED - FOR PUBLIC INSPECTION

Table of Contents Page

Summary ...... 1 Background ...... 3 I. BY PUTTING FORWARD A NEGOTIATOR WITH NO AUTHORITY TO NEGOTIATE, FRONTIER VIOLATED THE FCC’S GOOD FAITH RULES...... 5 A. Frontier Violated the Good Faith Rules Because It Refused to Negotiate with Gray and Because Its Lead “Negotiator” Had No Power to Actually Negotiate...... 6 B. Frontier’s Playacting Violated the Totality of the Circumstances Test...... 9 II. FRONTIER’S MISLEADING VIEWER NOTICES VIOLATED THE FCC’S RULES...... 10 III. THE COMMISSION SHOULD IMPOSE ON FRONTIER THE MAXIMUM FORFEITURE PERMITTED BY LAW...... 12 CONCLUSION ...... 14

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Before the FEDERAL COMMUNICATIONS COMMISSION Washington, DC 20554

To: Office of the Secretary Attn: Chief, Media Bureau

GOOD FAITH COMPLAINT

Summary

On Friday, December 18, 2020 at approximately 5:00 pm, Frontier with less than one-

hour’s warning abruptly dropped three leading local television stations in three separate markets:

WWSB(TV), ABC, Sarasota, Florida; WCSC-TV, CBS, Charleston, South Carolina; and

WMBF-TV, NBC, Myrtle Beach, South Carolina. This occurred despite Gray’s offers of a no-

strings-attached extension that would have kept the stations on Frontier’s systems.1 For weeks prior to the drop, Frontier gave the appearance of negotiating to extend its retransmission consent

1 Gray Television Licensee, LLC is the licensee of WWSB(TV), WCSC-TV, and WMBF-TV. Gray Media Group, Inc. is the 100% owner of Gray Television Licensee, LLC. In this Good Faith Complaint, Gray Television Licensee, LLC and Gray Media Group, LLC are collectively referred to as “Gray.” Citizens Telecom Services Company, LLC d/b/a Frontier Communications (“Frontier”) owns certain cable systems in the Tampa-Sarasota, Florida; Charleston, South Carolina; and Myrtle Beach-Florence, South Carolina DMAs that until December 18, 2020 had been retransmitting the Gray stations. REDACTED - FOR PUBLIC INSPECTION

agreement with Gray to continue to retransmit the stations, yet as Frontier’s lead “negotiator” candidly acknowledged less than an hour before that agreement expired, she had no authority to enter into an agreement on any of the terms she had been offering to Gray. In short, the negotiations were a sham. As shown by documents available on Frontier’s own website, Frontier decided more than a month ago that it had no intention of extending its retransmission consent agreement with Gray. Rather than disclosing this plan to its subscribers or Gray, Frontier engaged in Potemkin negotiations making offers that it would not accept for stations that it decided weeks ago it would drop. At the same time that Frontier was making fake offers to

Gray, it was keeping its customers in the dark regarding its true intentions to drop all three stations as soon as its carriage agreement expired.

The Commission’s good faith rules and consumer notice rules demand more. Therefore,

Gray files this complaint urging the Commission to find that Frontier has violated its duty to negotiate in good faith and its obligation to notify its customers “as soon as possible” that it would be dropping Gray’s stations, and Gray asks that the Commission impose the maximum penalty permitted under the Communications Act, which depending on how long Frontier had been leading Gray along and how long it has been misleading its customers, could be as much as

$562,500 for the good faith violations2 and a separate forfeiture of another $187,500 for failing to notify its Sarasota customers of the impending loss of the access to the only network-affiliated station that provides news, community service, life-saving weather, and other critical information specifically for the Sarasota market.

2 DIRECTV, LLC; AT&T Services, Inc., Complainants, v. Deerfield Media, Inc., et al, Defendants, MB Docket No. 19-168, Memorandum Opinion and Order and Notice of Apparent Liability for Forfeiture, 35 FCC Rcd 10695, ¶¶ 57-58 (2020) (“AT&T Good Faith NAL”).

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Background

On November 23, 2020, Frontier’s long-time lead negotiator for retransmission consent agreements reached out to Gray asking that Gray provide a proposal to extend the parties’ existing retransmission consent agreement for WWSB(TV), WCSC-TV, and WMBF-TV, which was due to expire on December 18, 2020. Ordinarily, Gray already would have sent Frontier a proposal weeks earlier and been deep in renewal negotiations, but Gray was negotiating a master agreement with NCTC that would cover all of NCTC’s members, including, Gray believed,

Frontier. Frontier’s negotiator explained that Frontier did not intend to opt into the NCTC agreement but instead preferred to negotiate directly with Gray. Given the short time period between November 23 and December 18 (including the intervening Thanksgiving holiday), Gray immediately offered to extend the existing retransmission consent agreement until December 31,

2020. Frontier responded that it did not want to extend but would prefer to move quickly towards a final agreement prior to December 18th.

Although in Gray’s experience it is unusual for an MVPD to reject an extension offer, the negotiations between Gray and Frontier appeared to proceed normally following the November

23 contact. Gray and Frontier exchanged at least eight separate drafts that in each instance drove towards what Gray was led to believe would be a mutually agreeable business deal. Each party’s turn of the draft brought very standard gap-narrowing changes to rates and rate structure.

Conversations remained light and cordial for the duration of the negotiation, with each of

Frontier’s drafts accompanied with notes from Frontier’s negotiator like “[w]ould love to keep the momentum going!!” (December 1, 2020) and “[w]e are getting closer” (December 7, 2020).

The appearance of normal negotiation ended abruptly at 4:00 pm on December 18, 2020

– just one hour before the parties’ agreement was set to expire. At that time, Frontier’s lead

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negotiator informed Gray for the first time ever that Frontier would be dropping the three Gray

stations in one hour at 5:00 pm. She represented that not only did Frontier’s management not

accept Gray’s most recent offer, but, more importantly, Frontier’s management did not approve

Frontier’s own latest offer, either. In fact, Frontier’s negotiator informed Gray that she could not

enter into an agreement on any terms. When Gray pressed for an explanation, Frontier’s negotiator did not say much, outside of some vague concerns regarding payment on a “duplicate”

ABC affiliate in the Tampa DMA, even though WWSB(TV) exclusively serves the Sarasota market (previously, a separate television market). When asked about negotiating a rate for the

South Carolina stations – unaffected by such “duplicate” concerns – Frontier’s negotiator could not and did not answer for why it was no longer interested in discussing carriage of these stations. When asked “if any proposal” would be acceptable – for any of the three stations –

Frontier simply said “no.”

During the 4:00 pm phone call, Gray reiterated its offer from November 23, 2020 to extend the retransmission consent agreement until December 31, 2020. In a follow up email minutes later, Gray put the extension into writing, confirming with certainty that Frontier had a license to retransmit the stations through the end of the year. This short extension would have allowed viewers to continue to watch Gray’s highly desirable local programming without imposing any burdens on them. The extension also would have given Gray and Frontier time to determine whether it would be possible to strike a mutually acceptable agreement given

Frontier’s new stance on carriage of Gray stations, which is fully consistent with the public and private recommendations and policy statements of FCC Commissioners from multiple

Administrations. Frontier yet again rejected Gray’s no-strings-attached extension.

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At 5:00 pm, all three stations were removed by Frontier from Frontier’s systems. In

Sarasota, Frontier immediately replaced WWSB(TV)’s signal with a slate falsely informing its

subscribers that the content for WWSB(TV) had merely “moved” to another channel.3 The slate

did not truthfully disclose that Frontier had in fact taken the unilateral decision to remove

WWSB(TV).

I. BY PUTTING FORWARD A NEGOTIATOR WITH NO AUTHORITY TO NEGOTIATE, FRONTIER VIOLATED THE FCC’S GOOD FAITH RULES.

The good faith rules impose the minimum requirements necessary for any broadcaster or

MVPD negotiating for retransmission consent. The rules, which “apply equally to both

broadcasters and MVPDs,”4 require that “negotiations are conducted in an atmosphere of honesty, purpose and clarity of process.”5 To guide negotiating parties, the Commission adopted

nine per se, objective standards.6 A violation of any of these minimum standards is a per se

breach of the duty to negotiate in good faith.7 The Commission may also find that a negotiating

party has violated its duty of good faith if “the totality of the circumstances reflect an absence of

a sincere desire to reach an agreement.”8 Here, Frontier has violated at least two of the per se,

objective standards, and Frontier also has violated its duty of good faith based on the totality of

the circumstances.

3 See Exhibit A. 4 Implementation of Section 207 of the Satellite Home Viewer Extension and Reauthorization Act of 2004: Reciprocal Bargaining Obligation, Report and Order, 20 FCC Rcd 10339, ¶ 13 (2005). 5 Implementation of the Satellite Home Viewer Improvement Act of 1999, Retransmission Consent Issues: Good Faith Negotiation and Exclusivity, 15 FCC Rcd. 5445, ¶ 24 (2000) (“Good Faith Order”). 6 47 C.F.R. § 76.65(b)(1). 7 AT&T Good Faith NAL at ¶ 2 8 Good Faith Order at ¶ 32

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A. Frontier Violated the Good Faith Rules Because It Refused to Negotiate with Gray and Because Its Lead “Negotiator” Had No Power to Actually Negotiate.

Frontier violated the first two per se good faith standards: (1) refusal to negotiate retransmission consent and (2) refusal to designate a representative with authority to make binding representations on retransmission consent.9 The first requirement “goes to the very heart

of Congress’ purpose in enacting the good faith negotiation requirement.”10 An MVPD must

participate in negotiations “with the intent of reaching agreement.”11 The second requirement

goes hand-in-hand with the first: an MVPD “must appoint a negotiating representative with

authority to bargain on retransmission consent issues.” As the Commission explained in the

Good Faith Order, “[f]ailure to appoint a negotiating representative vested with authority to

bargain on retransmission consent issues indicates that [the MVPD] is not interested in reaching

an agreement.”12

With less than an hour to go before the Gray/Frontier retransmission consent agreement

expired, Frontier’s lead negotiator finally admitted that she had no authority to make the most

recent offer she had made and she could not agree to any of the offers she had been making

through the course of the negotiation. Even if Gray had accepted her last offer at the time it was

made, Frontier would not have honored it. In other words, none of her offers could actually

result in a new retransmission consent agreement for any of the Gray stations. This admission

alone is enough to establish a violation of the second per se standard of good faith conduct. It

also demonstrates that Frontier violated the first per se standard: failure to negotiate. As the

9 47 C.F.R. § 76.65(b)(1)(i)-(ii). 10 Good Faith Order at ¶ 40 11 Good Faith Order at ¶ 40 12 Good Faith Order at ¶ 41

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negotiate and then cutting off the conversation before Gray could respond made it certain that no

one would ever know.

The channel lineup cards on Frontier’s own website further demonstrate that Frontier had

made up its mind – likely a month ago, if not longer – that it had no intention of renewing its

retransmission consent agreement with Gray, and it would be dropping all three Gray stations on

December 18, 2020. Attached as Exhibit B is the channel lineup card that was available on

Frontier’s website on October 1, 2020.15 According to the October channel lineup, Frontier was retransmitting WWSB(TV)’s primary ABC-affiliated program stream on Channel 7 and 507. It also was retransmitting WWSB(TV)’s digital subchannel affiliated with the Circle Network on channel 466. That channel lineup card, however, has been replaced on a subsequent, but unknown date with new channel lineups for its Florida and South Carolina systems that were described as “effective December 2020.”16 The lineups do not include any of Gray’s stations.17

More telling, according to the footer on the last page of the Florida channel lineup card, this

channel lineup was created in November 2020. In other words, several weeks before December

18, 2020, and possibly before Frontier reached out to Gray on November 23, Frontier already

had decided to remove WWSB(TV) from its channel lineup.

15 Gray obtained this channel lineup card on December 19, 2020, from the Internet Archive Wayback Machine at www.web.archive.org, which archived the channel lineup card that was available on Frontier’s website on October 1, 2020. https://web.archive.org/web/20201001223027/https://frontier.com/~/media/HelpCenter/Docume nts/tv/fios/fios-fl-channel-guide-residential.ashx?la=en. A similar lineup card for Frontier’s South Carolina systems was not available. 16 See Exhibit C. 17 A copy of the current lineup for Frontier’s Florida systems is attached as Exhibit C. Gray first reviewed Frontier’s channel lineup cards for both Florida and South Carolina less than two hours after dropping Gray’s three stations. Both lineup cards did not include Gray’s stations at that time.

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B. Frontier’s Playacting Violated the Totality of the Circumstances Test.

In retrospect, it now is apparent that the negotiations were a complete charade, as well as a complete mockery of the statutory “good faith” obligations to which Frontier is subject.

Frontier was playacting to lull Gray into believing the parties were making progress. On the one hand, Frontier’s lead negotiator was making fake offers that Frontier would not accept.

Meanwhile, Frontier was scrubbing Gray’s stations from the channel lineups on its website and preparing misleading graphics that it would place on Gray’s former channel position as soon as it dropped WWSB-TV. Only at the eleventh hour – when it was too late for Gray to inform its viewers or take any meaningful action to persuade Frontier to reconsider – did Frontier finally reveal its true intent. The totality of the circumstances test requires both parties have the

“sincere desire to reach an agreement” and conduct their negotiations “in an atmosphere of honesty, purpose and clarity of process.”18 Playing hide the ball fails this test.

Importantly, Gray does not contend that simply failing to reach an agreement is evidence of bad faith. If Frontier decided that carriage of Gray’s stations was no longer economically feasible, Gray respects that decision. The good faith rules, however, require Frontier to communicate that decision to Gray and not to go through the motions of making fake offers to give the appearance of negotiating. If Frontier had been upfront and honest with Gray at some point sooner than 4:00 pm on December 18, 2020, the parties might have been able to adjust course towards a deal. Even if a deal was not possible, at a minimum, Frontier’s customers and

Gray’s viewers would have been better prepared for the eventual disruption. Frontier had the duty to protect its viewers through an honest, forthright negotiation with Gray or a clear notice to all involved that no deal would be possible. Frontier did neither of these things, and its failures

18 Good Faith Order at ¶¶ 24, 32.

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created a clear breach of the good faith negotiation standard under the totality of the circumstances test.

II. FRONTIER’S MISLEADING VIEWER NOTICES VIOLATED THE FCC’S RULES.

Despite knowing – likely for weeks – that it would not be renewing its agreement with

Gray, Frontier did not inform its viewers in Sarasota until after it dropped Gray’s stations, and, when it finally did, Frontier doubled down on its failure to communicate by posting a misleading channel slate claiming that WWSB(TV)’s content had merely “moved.”19 The Commission’s modernized cable notice rules require cable operators to provide notice to subscribers “as soon as possible” in the event of a retransmission consent dispute.20 In most instances, neither the broadcaster nor the MVPD are likely to know that a negotiation is likely to fail until it actually happens, but “if negotiations have reached the point where a cable operator is reasonably certain it will no longer be carrying the programming at issue,” the cable operator must notify its viewers.21 And, although it should go without saying, the notice to viewers must be accurate.

As soon as Frontier updated its channel lineup guides in November 2020 to exclude the

Gray stations, it should have notified its customers. But, in Sarasota Frontier chose to hide the truth from its customers – just as it was hiding its true intentions from Gray.22 Gray’s Vice

President and General Manager of WWSB(TV), Jeffrey Benninghoff, is a Frontier customer. As

19 Gray was unable to obtain copies of any channel slates that Frontier may have posted in Myrtle Beach or Charleston. As such Gray’s complaint in this Section II is limited only to the Sarasota market. 20 Cable Service Change Notifications, Modernization of Media Regulation Initiative, Amendment of the Commission’s Rules Related to Retransmission Consent, Report & Order, 35 FCC Rcd 11052, ¶ 11 (2020) (“Cable Notice Order”). 21 Cable Notice Order at ¶ 11. 22 Gray was unable to obtain copies of any channel slates that Frontier may have posted in Myrtle Beach or Charleston.

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explained in his Declaration, Mr. Benninghoff does not recall receiving any customer notices or

emails from Frontier regarding the loss of WWSB(TV).23 Moreover, given the outpouring of

frustration on social media, Mr. Benninghoff is not alone.24

When Frontier did finally notify its customers in Sarasota, it chose to do so by posting a

misleading channel slate suggesting that WWSB(TV)’s programming merely had “moved” to a

different channel:

The content for this channel has moved. All national ABC content is still available on WFTS channels 11 SD/ 511 HD.25

Frontier was trying to make it appear that because both WWSB(TV) and WFTS(TV) are ABC affiliates, they are the same station. They aren’t. WWSB(TV) broadcasts 41.5 hours per week of exclusive local news focusing on Sarasota and the surrounding areas. WWSB(TV) also offers

5 hours per week of other locally produced non-news programs that are not available on

WFTS(TV). Meanwhile, WFTS(TV) is the ABC affiliate for Tampa, Florida, which is an hour’s drive to the north. Although WFTS(TV) and WWSB(TV) may both broadcast ABC network programming during primetime and other network time periods, that programming constitutes less than 50% of WWSB(TV)’s weekly program schedule. In other words, for more than 50% of time, Frontier’s channel slate was factually wrong and willfully misleading because

WWSB(TV)’s programming cannot be found on WFTS(TV). A channel slate that is wrong

23 See Declaration of Mr. Jeffrey Benninghoff. 24 See, e.g., Tweet of @rloewe65 at https://twitter.com/rloewe65/status/1340120085680283648 (“You just out of the blue delete WWSB TV from Sarasota’s 50K customers (including me) with no warning? So no local programming or weather now, that’s just wonderful. You should treat your customers better that [sic] taking away our local station.”). 25 See Exhibit A

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more than 50% of the time cannot satisfy the Commission’s obligations that cable operators

provide notice to their subscribers of a change in service.26

III. THE COMMISSION SHOULD IMPOSE ON FRONTIER THE MAXIMUM FORFEITURE PERMITTED BY LAW.

To deter future parties from playing games when Commission rules demand good faith,

the FCC should impose on Frontier the maximum penalty permitted under the Communications

Act. Frontier’s failure to negotiate in good faith and failure to appoint a negotiator with

authority to negotiate caused viewers in three markets to lose their leading local stations.

Moreover, Frontier compounded its error in Sarasota with misleading channel slates that attempt

to minimize the fact that its customers have lost the only network-affiliated station that provides

local news in Sarasota by conflating WWSB(TV) with the ABC affiliate for Tampa, which is

sixty miles away and an hour to the north. By comparison, Baltimore is less than forty miles

from Washington, DC, yet few viewers in Washington would consider Baltimore-based news an

adequate substitute for a local Washington, DC station – even if the substitute station were

affiliated with the same network.

For violations of the good faith rules, the Commission has established a base forfeiture of

$7,500 for each day of an ongoing violation.27 In addition, because “the harm to viewers is

multiplied with each station that goes dark,” it is appropriate for the Commission to multiply the

base forfeiture by three for each of the markets where Frontier violated the good faith rules.28 As in the AT&T Good Faith NAL, Frontier’s failure to negotiate in good faith continued over a period of at least several weeks. As Frontier’s lead negotiator admitted, she had no authority to

26 47 C.F.R. § 76.1603(b). 27 AT&T Good Faith NAL at ¶ 58. 28 AT&T Good Faith NAL at ¶ 58.

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make the last offer that she made to Gray. Moreover, given that Frontier had already updated its

channel lineup in November 2020 to exclude WWSB-TV, it seems likely that the entire negotiation from November 23, 2020 to December 18, 2020 – a period of 25 days – was a sham.

If Frontier had in fact decided to drop Gray’s stations even earlier, as its channel lineup created in November 2020 suggests, then Frontier’s violation could date back even further. Regardless, at a minimum, the Commission should assess a $562,500 forfeiture for Frontier’s violation of the good faith rules between November 23, 2020 and December 18, 2020. Moreover, if Frontier’s negotiator still has no authority to reach a deal, the violation would be ongoing.

The Commission also should assess a forfeiture for Frontier’s failure to notify its customers in Sarasota “as soon as possible” once it became apparent to Frontier that it would “no longer be carrying the programming at issue.” 29 As with a violation of the good faith rules, the

base forfeiture for violating the consumer notification rules is $7,500 per day of a continuing

violation.30 If, as the channel lineup cards suggest, Frontier decided in November 2020 to drop

the Gray stations, Frontier’s decision to wait until December 18, 2020 before posting a channel

slate is an inexcusable violation of its obligation under Section 76.1603 to notify its customers

“as soon as possible.” 31 Moreover, because Frontier’s channel slate in Sarasota was misleading

and did not properly inform its customers that it, in fact, had dropped WWSB(TV), Frontier’s

29 Cable Notice Order at ¶ 11. Gray believes it is more likely than not that Frontier also did not bother to notify its customers in Myrtle Beach or Charleston until after the stations were dropped, but Gray’s complaint regarding insufficient notice is limited to the Sarasota market. 30 Northland Cable Television, Inc., Memorandum Opinion & Order & Notice of Apparent Liability for Forfeiture, 23 FCC Rcd 7865, ¶ 11 (MB 2008). 31 Cable Notice Order at ¶ 11. If the Commission determines that Frontier also did not notify its customers in Myrtle Beach and Charleston until December 18, 2020, it would be appropriate to multiply that base forfeiture by three to cover each of the markets at issue where viewers failed to receive appropriate notification.

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violation remains ongoing. In light of the seriousness of Frontier’s violations and the disregard

Frontier has shown to its customers, Gray requests that the Commission consider an upward adjustment of the base forfeiture with respect to the Sarasota systems.32

CONCLUSION

Gray respectfully requests that the Commission impose the maximum sanctions allowed under the Communications Act for Frontier’s violation of the good faith negotiation standards and for its failure to properly notify its customers of its decision to drop Gray stations in three different markets.

Respectfully submitted,

Gray Television Licensee, LLC Gray Media Group, Inc.

Robert J. Folliard, III Senior Vice President, Distribution & Government Relations

Claire Magee Ferguson Assistant General Counsel

4370 Peachtree Rd. NE Atlanta, GA 30319 202-255-9298

December 22, 2020

32 Id. (assessing an upward adjustment to the base forfeiture in light of the seriousness of the violations).

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Exhibit A

Photograph of Frontier On-Screen Notice from December 18, 2020 REDACTED - FOR PUBLIC INSPECTION REDACTED - FOR PUBLIC INSPECTION

Exhibit B

Frontier Florida Channel Lineup Card October 2020

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Quick Reference Channels are grouped by programming categories in the following ranges:

Local Channels 1–49 SD, 501–549 HD Local Plus Channels 460–499 SD Local Public/Education/Government (varies by location) 15–47 SD Entertainment 50–69 SD, 550–569 HD News 100–119 SD, 600–619 HD Info & Education 120–139 SD, 620–639 HD Home & Leisure/Marketplace 140–179 SD, 640–679 HD Pop Culture 180–199 SD, 680–699 HD Music 210–229 SD, 710–729 HD Movies/Family 230–249 SD, 730–749 HD Kids 250–269 SD, 780–789 HD People & Culture 270–279 SD Religion 280–299 SD Premium Movies 340–449 SD, 840–949 HD Pay Per View/Subscription Sports 1000–1499 Spanish Language 1500–1760 Digital Music** 1800–1900

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Frontier ® TV occasionally changes its channel offerings. For a complete listing of all the TV channels available in your area, visit Frontier.com/helpcenter. † This is a nationally available channel within the Ultimate TV package. ^ Longhorn Network is only available in Texas to customers with Prime TV, Extreme TV and Ultimate TV. Available nationally to all customers with Ultimate TV and Sports Pass. * SEC Network is available nationally in Extreme TV and Ultimate TV. Programming services offered within each package are subject to change, and not all programming services will be available at all times. A 30-day minimum billing period may be required. + Regional sports channels included in Ultimate TV, Extreme TV, Prime TV and Choice TV. Blackout restrictions also apply. The FiOS marks are owned by Verizon Trademark Services LLC and used under license. ** Music Choice requires Frontier Internet to view music video channels.

Local Public, Education and Government channels can be found at Frontier.com/helpcenter. 18 REDACTED - FOR PUBLIC INSPECTION

Exhibit C

Frontier Florida and South Carolina Channel Lineup Cards Effective December 2020 REDACTED - FOR PUBLIC INSPECTION REDACTED - FOR PUBLIC INSPECTION REDACTED - FOR PUBLIC INSPECTION

Quick Reference Channels are grouped by programming categories in the following ranges:

Frontier ® TV occasionally changes its channel offerings. For a complete listing of all the TV channels available in your area, visit Frontier.com/helpcenter. † This is a nationally available channel within the Ultimate TV package. ^ Longhorn Network is only available in Texas to customers with Prime TV, Extreme TV and Ultimate TV. Available nationally to all customers with Ultimate TV and Sports Pass. * SEC Network is available nationally in Extreme TV and Ultimate TV. Prog ramming services offered within each package are subject to change, and not all programming services will be available at all times. A 30-day minimum billing period may be required. + Regional sports channels included in Ultimate TV, Extreme TV, Prime TV and Choice TV. Blackout restrictions also apply. The FiOS marks are owned by Verizon Trademark Services LLC and used under license. ** Musi c Choice requires Frontier Internet to view music video channels.

Local Public, Education and Government channels can be found at Frontier.com/helpcenter. 18 REDACTED - FOR PUBLIC INSPECTION

©2020 Frontier Communications Corporation. All Rights Reserved. 11/2020 12717_FFTv_Resi_CLU_FL_O_1220_v1a REDACTED - FOR PUBLIC INSPECTION REDACTED - FOR PUBLIC INSPECTION REDACTED - FOR PUBLIC INSPECTION REDACTED - FOR PUBLIC INSPECTION REDACTED - FOR PUBLIC INSPECTION

VERIFICATION

I, Robert J. Folliard, III, do hereby declare and state under penalty of perjury as follows:

1. I am Senior Vice President, Distribution & Government Relations of Gray Media Group,

Inc. My business address is 4370 Peachtree Rd. NE, Atlanta, Georgia, 30319.

2. I have read the foregoing Good Faith Complaint. To the best of my personal knowledge,

information, and belief formed after reasonable inquiry, the statements made in this Good

Faith Complaint are well grounded in fact and warranted by existing law or a good-faith

argument for the extension, modification, or reversal of existing law. This Good Faith

Complaint is not interposed for any improper purpose.

Robert J. Folliard, III

December 22, 2020 REDACTED - FOR PUBLIC INSPECTION

DECLARATION OF CLAIRE MAGEE FERGUSON

I. Claire Magee Ferguson, am over the age of 18. I am a resident of the state of North

Carolina. I have personal knowledge of the facts herein, and, if called as a witness, could

competently testify thereto.

1. I am Assistant General Counsel of Gray Media Group, Inc. (“Gray”). In that role, I have

overseen retransmission consent negotiations with multichannel video programming

distributors on behalf of Gray. In particular, I personally led Gray’s efforts to negotiate a

new retransmission consent agreement with Frontier Communications (“Frontier”).

2. I have reviewed the Good Faith Complaint. Based on my personal knowledge, each

statement in the Good Faith Complaint regarding the negotiations between Gray and

Frontier are true and correct. Moreover, based on information made known to me

pursuant to my duties, the remainder of the facts included in the Good Faith Complaint

are true and correct, as well.

I declare under penalty of perjury under the laws of the United States that the foregoing is true

and correct.

Executed on December 21, 2020.

Claire Magee Ferguson REDACTED - FOR PUBLIC INSPECTION

DECLARATION OF JEFFREY BENNINGHOFF

I. Jeffrey Benninghoff, am over the age of 18. I am a resident of the state of Florida. I have personal knowledge of the facts herein, and, if called as a witness, could competently testify thereto.

1. On behalf of Gray Media Group, Inc. (“Gray”), I am Vice President and General

Manager of WWSB(TV), Sarasota, Florida. I also am a video subscriber of Frontier

Communications. As Vice President and General Manager of WWSB(TV), I am aware

of all the multichannel video programming distributors (“MVPD”) that retransmit

WWSB(TV)’s programming, and I pay close attention to any notices regarding any

MVPD’s plan to modify or terminate carriage of WWSB(TV) on its systems.

2. As a Frontier video subscriber, I would have received notices regarding Frontier’s plans

to modify or terminate carriage of WWSB(TV). I hereby declare that prior to December

18, 2020, I do not recall receiving any notices from Frontier regarding its decision to drop

WWSB(TV). I also took the photograph attached to the Good Faith Complaint as Exhibit

A and attest to its veracity.

3. I have reviewed the Good Faith Complaint. Based on my personal knowledge, each

statement in the Good Faith Complaint the lack of notice from Frontier regarding its

decision to drop WWSB(TV) from its cable systems in the Sarasota area are true and

correct. Moreover, based on information made known to me pursuant to my duties, the

remainder of the facts included in the Good Faith Complaint are true and correct, as well.

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I declare under penalty of perjury under the laws of the United States that the foregoing is true

and correct.

Executed on December 21, 2020.

Jeffrey Benninghoff REDACTED - FOR PUBLIC INSPECTION

SERVICE LIST

I, Robert J. Folliard, III, do hereby certify that a copy of the foregoing Good Faith Complaint of Gray Media Group, Inc. and Gray Television Licensee, LLC was sent on December 22, 2020 to the following parties: by USPS mail and e-mail:

Francie Leader AVP, Contracts and Partnerships Frontier Communications 401 Merritt 7 Norwalk, CT 06851 [email protected]

Robert J. Folliard, III