What changed in this filing

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Item 9A. Controls and Procedures

2024-02-28 compared with 2023-02-28 · 441 added, 624 removed, 1248 unchanged (46% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Nexstar’s management, with the participation of its Chairman and Chief Executive Officer along with its Chief Financial Officer, conducted an evaluation as of the end of the period covered by this Annual Report of the effectiveness of the design and operation of Nexstar’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based upon that evaluation, Nexstar’s Chairman and Chief Executive Officer and its Chief Financial Officer concluded that as of December 31, 2022, Nexstar’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in the reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to Nexstar’s management, including its Chairman and Chief Executive Officer and its Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based upon that evaluation, Nexstar’s Chairman and Chief Executive Officer and its Chief Financial Officer concluded that as of December 31, 2023, Nexstar’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in the reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to Nexstar’s management, including its Chairman and Chief Executive Officer and its Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the quarterly period as of the end of the period covered by this report, there have been no changes in Nexstar’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Nexstar’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Management’s Report on Internal Control over Financial Reporting

Nexstar’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022 based upon the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013) .

As of December 31, 2022, we have excluded from the scope of our assessment of internal control over financial reporting The CW which we acquired on September 30, 2022 in a purchase business combination.

As of December 31, 2022 and for the period from September 30, 2022 through December 31, 2022, the total assets and total net revenues of The CW that are excluded from our assessment of internal control over financial reporting represent approximately 2.3% and 1.2%, respectively, of the related consolidated total assets and consolidated net revenues of Nexstar as of and for the year ended December 31, 2022.

Based on management’s assessment, we have concluded that our internal control over financial reporting was effective as of December 31, 2022.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023 based upon the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013) .

Based on management’s assessment, we have concluded that our internal control over financial reporting was effective as of December 31, 2023.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2023 as stated in their report which appears herein.

Ot her Information

Rule 10b5-1 Trading Plans

On December 26, 2023 , Perry Sook , our Chairman and Chief Executive Officer , adopted a 10b5-1 Trading Plan (“Sook Sales Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Sook Sales Plan provides for the exercise and sale of 100,000 stock options (such stock options were awarded on January 14, 2015 and are scheduled to expire on January 14, 2025).

The Sook Sales Plan, which was entered into during an open trading window under the Company’s insider trading policy, will be in effect until the earlier of (a) November 13, 2024 , and (b) the date on which the total shares subject to the Sook Sales Plan have been sold.

Disclo sure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

Information concerning directors that is required by this Item 10 will be set forth in the Proxy Statement to be provided to stockholders in connection with our 2023 Annual Meeting of Stockholders (the “Proxy Statement”) or in an amendment to this Annual Report on Form 10-K under the headings “Directors,”

“Corporate Governance,”

and “Delinquent Section 16(a) Report,”

which information is incorporated herein by reference.

Information concerning directors that is required by this Item 10 will be set forth in the Proxy Statement to be provided to stockholders in connection with our 2024 Annual Meeting of Stockholders (the “Proxy Statement”) or in an amendment to this Annual Report on Form 10-K under the headings “Directors,” “Corporate Governance,” and “Delinquent Section 16(a) Report,” which information is incorporated herein by reference.

Executive Compensation

Information required by this Item 11 will be set forth in the Proxy Statement under the headings “Compensation of Named Executive Officers”

and “Compensation of Directors,”

which information is incorporated herein by reference.

Information required by this Item 11 will be set forth in the Proxy Statement under the headings “Compensation of Named Executive Officers” and “Compensation of Directors,” which information is incorporated herein by reference.

Information specified in Items 402(k) and 402(l) of Regulation S-K and set forth in the Proxy Statement is incorporated by reference.

Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters

Information required by this Item 12 will be set forth in the Proxy Statement under the headings “Beneficial Ownership of Nexstar Common Stock”

and “Compensation of Named Executive Officers,”

which information is incorporated herein by reference.

Information required by this Item 12 will be set forth in the Proxy Statement under the headings “Beneficial Ownership of Nexstar Common Stock” and “Compensation of Named Executive Officers,” which information is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

Information required by this Item 13 will be set forth in the Proxy Statement under the heading “Certain Relationships and Related Person Transactions,”

which information is incorporated herein by reference.

Information required by this Item 13 will be set forth in the Proxy Statement under the heading “Certain Relationships and Related Person Transactions,” which information is incorporated herein by reference.

Principal Accountant Fees and Services

Information required by this Item 14 will be set forth in the Proxy Statement under the heading “Independent Registered Public Accounting Firm Fees and Other Matters,”

which information is incorporated herein by reference.

Information required by this Item 14 will be set forth in the Proxy Statement under the heading “Independent Registered Public Accounting Firm Fees and Other Matters,” which information is incorporated herein by reference.

Exhibits and Financial Statement Schedules

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on March 26, 2019).

Amended and Restated Certificate of Incorporation of Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-4 (File No.

333-190283) filed by Nexstar Broadcasting, Inc.).

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K (File No.

000-50478) filed by Nexstar Media Group, Inc.

on January 17, 2017).

Certificate of Amendment No.

2 to Amended and Restated Certificate of Incorporation of Nexstar Media Group, Inc.

Certificate of Amended and Restated Certificate of Incorporation of Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K (File No.

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on June 21, 2023).

Conformed Copy of Amended and Restated Certificate of Incorporation of Nexstar Media Group, Inc., as amended through August 5, 2022.

(Incorporated by reference to Exhibit 3.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No.

000-50478) filed by Nexstar Media Group, Inc.).

Second Amended and Restated Bylaws of Nexstar Media Group, Inc.

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on September 25, 2020).

Description of the Registrant’s Securities registered under Section 12 of the Securities Exchange Act of 1934.*

Contingent Value Rights Agreement, dated as of January 13, 2017, by and between Nexstar Media Group, Inc.

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000-50478) filed by Nexstar Media Group, Inc.).

Amendment No.

6 dated as of June 6, 2023, to Credit Agreement, dated as of January 17, 2017, by and among Nexstar Media Inc.

(f/k/a Nexstar Broadcasting, Inc.), Nexstar Media Group, Inc., Bank of America, N.A.

and the several lenders party thereto (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No.

000-50478) filed by Nexstar Media Group, Inc.).

Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., as the borrower and Bank of America, N.A., as the administrative agent and the collateral agent and other financial institutions from time to time party thereto (Incorporated by reference to Exhibit 10.8 to Annual Report on Form 10-K for the period ended December 31, 2016 (File No.

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000-50478) filed by Nexstar Media Group, Inc.).

Amendment No.

7 dated as of June 6, 2023, to Credit Agreement, dated as of January 17, 2017, by among Mission Broadcasting, Inc., Bank of America, N.A.

and the several lenders party thereto (Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No.

000-50478) filed by Nexstar Media Group, Inc.).

Executive Employment Agreement, dated as of January 5, 1998, by and between Perry A.

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on October 1, 2020).

Executive Employment Agreement, effective as of August 21, 2023, between Michael Biard and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No.

000-50478/231119544) filed by Nexstar Media Group, Inc.

on July 28, 2023.

Executive Employment Agreement, dated July 26, 2021 between Lee Ann Gliha and Nexstar Media Group, Inc.

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000-50478) filed by Nexstar Media Group, Inc.).

Amendment to Executive Employment Agreement, effective January 1, 2024, by and between Lee Ann Gliha and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No.

000-50478/231502162) filed by Nexstar Media Group, Inc.

on December 20, 2023.

Executive Employment Agreement, dated as of September 5, 2019, between Dana Zimmer and Nexstar Media Group, Inc.

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000-50478) filed by Nexstar Media Group, Inc.).

Amendment to Executive Employment Agreement, effective as of September 19, 2023, between Dana Zimmer and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K (File No.

000-50478/231092012) filed by Nexstar Media Group, Inc.

on July 17, 2023.

Executive Employment Agreement, dated June 1, 2021 between Andrew Alford and Nexstar Media Group, Inc.

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000-50478) filed by Nexstar Media Group, Inc.).

Amendment to Executive Employment Agreement, effective as of September 19, 2023, between Sean Compton and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No.

000-50478/231092012) filed by Nexstar Media Group, Inc.

on July 17, 2023.

Amended and Restated Executive Employment Agreement, effective as of September 19, 2023 between Sean Compton and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (File No.

000-50478) filed by Nexstar Media Group, Inc.).

Nexstar Media Group, Inc.

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on April 26, 2019).

Nexstar Media Group, Inc.’s Restricted Stock Unit Agreement Form (Incorporated by reference to Exhibit 10.88 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No.

000-50478) filed by Nexstar Media Group, Inc.).

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Certification of Lee Ann Gliha pursuant to 18 U.S.C.

Inline XBRL Instance Document –

the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Clawback Policy, Nexstar Media Group, Inc.*

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Changes in Stockholders’

Equity for the years ended December 31, 2022, 2021 and 2020

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023, 2022 and 202 1

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 202 1

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Summary of Significant Accounting Policies

Acquisitions and Dispositions

Property and Equipment

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We have audited the accompanying consolidated balance sheets of Nexstar Media Group, Inc.

and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations and comprehensive income, of changes in stockholders’

equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive income, of changes in stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

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Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

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We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded The CW Network, LLC from its assessment of internal control over financial reporting as of December 31, 2022, because it was acquired by the Company in a purchase business combination during 2022.

We have also excluded The CW Network, LLC from our audit of internal control over financial reporting.

The CW Network, LLC is a consolidated subsidiary whose total assets and total net revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 2.3% and 1.2%, respectively, of total assets and total net revenues as of and for the year ended December 31, 2022.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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As described in Notes 14 and 16 to the consolidated financial statements, the Company has recorded liabilities for uncertain tax positions of $27.0 million as of December 31, 2023.

As disclosed by management, the estimate of the Company’s tax liabilities relating to uncertain tax positions requires management to assess uncertainties and to make judgments about the application of complex tax laws and regulations.

On June 28, 2016, the Internal Revenue Service (“IRS”) issued Tribune Media Company (a subsidiary of the Company, “Tribune”) a Notice of Deficiency which presented the IRS’s position that a gain with respect to a contribution of certain assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise (“the Chicago Cubs Transactions”) should have been included in Tribune’s 2009 taxable income.

Accordingly, the IRS proposed a $182.0 million tax and a $73.0 million gross valuation misstatement penalty.

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During the third quarter of 2016, Tribune filed a petition in U.S.

Tax Court to contest the IRS’s determination.

On October 26, 2021, the Tax Court issued an opinion related to the Chicago Cubs Transactions, which held that Tribune’s structure was, in substantial part, in compliance with partnership provisions of the Internal Revenue Code (“IRC”) and, as a result, did not trigger the entire 2009 taxable gain proposed by the IRS.

As of December 31, 2022, management believes the tax impact of applying the Tax Court opinion is not material to the Company’s Consolidated Financial Statements.

Tax Court to contest the IRS’s determination.

As of December 31, 2023, management believes the tax impact of applying the Tax Court opinion is not material to the Company’s Consolidated Financial Statements.

The principal considerations for our determination that performing procedures relating to the uncertain tax position related to the Chicago Cubs Transactions is a critical audit matter are (i) the significant judgment by management when assessing the measurement of the uncertain tax position related to the Chicago Cubs Transactions;

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These procedures also included, among others (i) testing the information used in the calculation of the liability for the uncertain tax position related to the Chicago Cubs Transactions, including federal filing positions and the related final tax returns;

(ii) testing the calculation of the liability for the uncertain tax position related to the Chicago Cubs Transactions, including management’s assessment of the technical merits of the tax position;

(iii) testing management’s assessment of the possible outcomes of the uncertain tax position related to the Chicago Cubs Transactions;

(ii) testing the calculation of the liability for the uncertain tax position related to the Chicago Cubs Transactions, including management’s assessment of the technical merits of the tax position;

(iii) testing management’s assessment of the possible outcomes of the uncertain tax position related to the Chicago Cubs Transactions;

and (iv) evaluating the status and results of income tax audits with the relevant tax authorities.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the measurement of the uncertain tax position related to the Chicago Cubs Transactions, including evaluating the reasonableness of management’s assessment of the amount of potential tax benefit to be realized, and the application of relevant tax laws.

/s/ PricewaterhouseCoopers LLP

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February 28, 2024

We have served as the Company’s auditor since 1997.

NEXSTAR MEDIA GROUP, INC.

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Other intangible assets, net

Assets held for sale, net

Other noncurrent assets, net

Total assets (1)

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

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Commitments and contingencies (Note 16)

Stockholders’

Stockholders’ equity:

Preferred stock - $ 0.01 par value, 200,000 shares authorized;

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Total Nexstar Media Group, Inc.

stockholders’

stockholders’ equity

Noncontrolling interests

Total stockholders’

Total liabilities and stockholders’

Total stockholders’ equity

Total liabilities and stockholders’ equity

The accompanying Notes are an integral part of these Consolidated Financial Statements.

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Operating expenses (income):

Direct operating expenses, excluding depreciation and amortization

Selling, general and administrative expenses, excluding depreciation and amortization

Depreciation and amortization expense

Goodwill and other long-lived asset impairments

Direct operating, excluding depreciation and amortization

Selling, general and administrative, excluding depreciation and amortization

Depreciation and amortization

Goodwill and long-lived asset impairments

Reimbursement from the FCC related to station repack

Gain on relinquishment of spectrum

Total operating expenses

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NEXSTAR MEDIA GROUP, INC.

CONSOLIDATED STATEMENTS OF CHA NGES IN STOCKHOLDERS’

CONSOLIDATED STATEMENTS OF CHA NGES IN STOCKHOLDERS’ EQUITY

For the Three Years Ended December 31, 2023

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Noncontrolling

Stockholdersʼ

Balances as of December 31, 2020

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Dividends declared on common stock ($ 2.80 per share)

Contribution from a noncontrolling interest

Change in reporting entity resulting from common control transactions (Note 3)

Payments resulting from common control transactions (Note 3)

Disposal of an entity

Change in reporting entity resulting from common control transactions

Change in pension and other postretirement benefit obligations, net of tax

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Dividends declared on common stock ($ 3.60 per share)

Contribution from a noncontrolling interest

Change in reporting entity resulting from common control transactions (Note 3)

Contribution from noncontrolling interests

Noncontrolling interests from a business combination (see Note 3)

Distribution to a noncontrolling interest

Change in pension and other postretirement benefit obligations, net of tax

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Contribution from noncontrolling interests

Noncontrolling interests from a business combination (see Note 3)

Distribution to a noncontrolling interest

Change in pension and other postretirement benefit obligations, net of tax

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Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense

Depreciation and amortization

Goodwill and other long-lived asset impairments

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Amortization of debt financing costs, debt discounts and premium

Loss on extinguishment of debt

Deferred income taxes

Gain on relinquishment of spectrum

Spectrum repack reimbursements

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Purchases of property and equipment

Payments for acquisitions, net of cash acquired

Deposits received associated with the sale of real estate assets

Proceeds from disposals of assets

Cash acquired on business acquisition

Deposits received associated with the sale of real estate assets

Spectrum repack reimbursements

Payments for acquisitions, net of cash acquired

Proceeds from sale of stations and business units

Proceeds from resolution of acquired contingency

Collection of investment in loans receivable

Other investing activities, net

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Repayments of long-term debt

Premium paid on debt extinguishment

Payments for debt financing costs

Purchase of treasury stock

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Right-of-use assets obtained in exchange for operating lease obligations

Relinquishment of spectrum asset and derecognition of liability to surrender spectrum asset

The accompanying Notes are an integral part of these Consolidated Financial Statements.

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Organization and Business Operations

As used in these Consolidated Financial Statements and unless the context indicates otherwise, “Nexstar”

refers to Nexstar Media Group, Inc., a Delaware corporation, and its consolidated wholly-owned and majority-owned subsidiaries;

the “Company”

refers to Nexstar and the variable interest entities (“VIEs”) required to be consolidated in our financial statements under authoritative guidance related to the consolidation of VIEs;

and all references to “we,”

“our,”

“ours,”

and “us”

refer to Nexstar.

As used in these Consolidated Financial Statements and unless the context indicates otherwise, “Nexstar” refers to Nexstar Media Group, Inc., a Delaware corporation, and its consolidated wholly-owned and majority-owned subsidiaries;

the “Company” refers to Nexstar and the variable interest entities (“VIEs”) required to be consolidated in our financial statements under authoritative guidance related to the consolidation of VIEs;

and all references to “we,” “our,” “ours,” and “us” refer to Nexstar.

Nexstar is a leading diversified media company with television broadcasting, television network and digital media assets operating in the United States.

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The stations are affiliates of CBS, FOX, NBC, ABC, The CW, MyNetworkTV, and other broadcast television networks.

As of December 31, 2022 , the stations reached approximately 39 % of all U.S.

television households (after applying the Federal Communications Commission’s (“FCC”) ultra-high frequency (“UHF”) discount).

As of December 31, 2023 , Nexstar’s stations reached approximately 39 % of all U.S.

television households (after applying the Federal Communications Commission’s (“FCC”) ultra-high frequency (“UHF”) discount).

Through various local service agreements, we provided sales, programming, and other services to 35 television stations owned by consolidated VIEs and one television station owned by an unconsolidated VIE.

Nexstar also owns a 75.0 % ownership in The CW Network, LLC, the fifth major broadcast network in the U.S.

(“The CW”) (see Note 3), NewsNation, a national cable news network, two digital multicast networks, Antenna TV and Rewind TV, and multicast network services provided to third parties, and a 31.3 % ownership stake in Television Food Network, G.P.

(“TV Food Network”).

Our digital assets include more than 140 local websites, 280 mobile applications, 22 connected television applications, and six free-ad supported television channels representing products of our local television stations, The CW, NewsNationNow, The Hill and BestReviews and a suite of advertising solutions.

Nexstar also owns a 75.0 % ownership interest in The CW Network, LLC, the fifth major broadcast network in the U.S.

(“The CW”), NewsNation, a national cable news network, two digital multicast networks, Antenna TV and Rewind TV, multicast network services provided to third parties, and a 31.3 % ownership stake in Television Food Network, G.P.

(“TV Food Network”).

Our digital assets include more than 140 local websites, 278 mobile applications, 25 connected television applications, six free-ad supported television channels representing products of our local television stations, The CW, NewsNation, The Hill and BestReviews, and a suite of advertising solutions.

Summary of Significant Accounting Policies

Principles of Consolidation

The Consolidated Financial Statements include the accounts of Nexstar, subsidiaries consolidated through voting interests and the accounts of VIEs for which we are the primary beneficiary (See “Variable Interest Entities”

section below).

Noncontrolling interests represent the minority owners’

share in profit or loss and equity of The CW and the VIE owners’

share in profit or loss and equity of the consolidated VIEs.

Noncontrolling interests are presented as a component separate from Nexstar’s stockholders’

equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders’

The Consolidated Financial Statements include the accounts of Nexstar, subsidiaries consolidated through voting interests and VIEs for which we are the primary beneficiary (See “Variable Interest Entities” section below).

Noncontrolling interests represent the minority owners’ share in profit or loss and equity of The CW and the VIE owners’ share in profit or loss and equity in the consolidated VIEs.

Noncontrolling interests are presented as a component separate from Nexstar’s stockholders’ equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders’ Equity.

All intercompany account balances and transactions have been eliminated in consolidation.

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The Company is leveraged, which makes it vulnerable to changes in general economic conditions.

The Company’s ability to repay or refinance its debt will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond the Company’s control.

The Company believes it has sufficient unrestricted cash on hand, positive working capital, and availability to access additional cash under its revolving credit facilities (with a maturity date of June 2027) to meet its business operating requirements, its capital expenditures and to continue to service its debt for at least the next 12 months as of the filing date of this Annual Report on Form 10-K.

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Variable Interest Entities

Nexstar may determine that an entity is a VIE as a result of local service agreements entered into with an entity.

Nexstar may determine that an entity is a VIE as a result of local service agreements entered into with that entity.

The term local service agreement generally refers to a contract whereby the owner-operator of a television station contracts with a third party (typically another television station owner-operator) to provide it with administrative, sales and other services required for the operation of its station.

Nevertheless, the owner-operator of each station retains control and responsibility for the operation of its station, including ultimate responsibility over all programming broadcast on its station.

A local service agreement can be (i) a time brokerage agreement (“TBA”) or a local marketing agreement (“LMA”) which allows Nexstar to program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange for monthly payments, based on the station’s monthly operating expenses, (ii) a shared services agreement (“SSA”) which allows Nexstar to provide services to a station including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments as described in the SSA, or (iii) a joint sales agreement (“JSA”) which permits Nexstar to sell certain of the station’s advertising time and retain a percentage of the related revenue, as described in the JSA.

Nevertheless, the owner-operator of each station retains control of and responsibility for the operation of its station, including ultimate responsibility over all programming broadcast on its station.

A local service agreement can be (i) a time brokerage agreement (“TBA”) or a local marketing agreement (“LMA”) which allows Nexstar to program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange for monthly payments, frequently based on the station’s monthly operating expenses, (ii) a shared services agreement (“SSA”) which allows Nexstar to provide services to a station including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments as described in the SSA, or (iii) a joint sales agreement (“JSA”) which permits Nexstar to sell certain of the station’s advertising time and retain a percentage of the related revenue, as described in the JSA.

Consolidated VIEs

Nexstar consolidates entities in which it is deemed under accounting principles generally accepted in the United States (“U.S.

economic performance, including budgeting for advertising revenue, certain advertising sales and hiring and firing of sales force personnel and (iv) purchase options granted by each consolidated VIE which permit Nexstar to acquire the assets and assume the liabilities of each of these VIEs’

stations, subject to FCC consent.

Nexstar consolidates entities in which it is deemed under accounting principles generally accepted in the United States (“U.S.

GAAP”) to have controlling financial interests for financial reporting purposes as a result of (i) local service agreements Nexstar has with the stations owned by these entities, (ii) Nexstar’s (excluding The CW) guarantee of the obligations incurred under Mission Broadcasting, Inc.’s (“Mission”) senior secured credit facility (see Note 8), (iii) Nexstar having power over significant activities affecting these VIEs’ economic performance, including budgeting for advertising revenue, certain advertising sales and, in some cases, hiring and firing of sales force personnel and (iv) purchase options granted by each consolidated VIE which permit Nexstar to acquire the assets and assume the liabilities of each of these VIEs’ stations, subject to FCC consent.

The following table summarizes the various local service agreements Nexstar had in effect as of December 31, 2023 with its consolidated VIEs:

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WNAC and WPIX

White Knight Broadcasting (“White Knight”)

WVLA and KFXK

Vaughan Media, LLC (“Vaughan”)

WBDT, WYTV and KTKA

Nexstar’s ability to receive cash from the consolidated VIEs is governed by the local service agreements.

Under these agreements, Nexstar has received substantially all of the consolidated VIEs’

available cash, after satisfaction of operating costs and debt obligations.

Nexstar anticipates it will continue to receive substantially all of the consolidated VIEs’

available cash, after satisfaction of operating costs and debt obligations.

Nexstar’s ability to receive cash from the consolidated VIEs is governed by the local service agreements.

Under these agreements, Nexstar has received substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations.

Nexstar anticipates it will continue to receive substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations.

In compliance with FCC regulations for all the parties, each VIE maintains complete responsibility for and control over programming, finances, personnel and operations of its stations.

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Non-Consolidated VIEs

Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 31, 2023.

Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 31, 2025.

Under the outsourcing agreement, Nexstar provides certain engineering, production, sales and administrative services for WYZZ, the FOX affiliate in the Peoria, Illinois market, through WMBD, the Nexstar television station in that market.

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Nexstar has determined that it has a variable interest in WYZZ.

Nexstar has also evaluated its arrangements with Cunningham and has determined that it is not the primary beneficiary of the variable interest in this station because it does not have the ultimate power to direct the activities that most significantly impact the station’s economic performance, including developing the annual operating budget, programming and oversight and control of sales management personnel.

Therefore, Nexstar has not consolidated WYZZ under authoritative guidance related to the consolidation of VIEs.

There were no significant transactions arising from Nexstar’s outsourcing agreement with Cunningham.

Cunningham does not guarantee Nexstar’s debt.

There were no significant transactions arising from Nexstar’s outsourcing agreement with Cunningham.

Cunningham does not guarantee Nexstar’s debt.

Basis of Presentation

Certain prior year financial statement amounts have been reclassified to conform to the current year presentation.

These reclassifications had no effect on net income or stockholders’

equity as previously reported.

These reclassifications had no effect on net income or stockholders’ equity as previously reported.

Use of Estimates

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As of December 31, 2023 , the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or revision of the carrying value of its assets or liabilities.

However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s consolidated financial statements in future periods.

Such judgments and assumptions could result in a meaningful impact on the Company’s consolidated financial statements in future periods.

Actual results could differ from those estimates and any such differences may have a material impact on the Company’s consolidated financial statements.

Such judgments and assumptions could result in a meaningful impact on the Company’s consolidated financial statements in future periods.

Actual results could differ from those estimates and any such differences may have a material impact on the Company’s consolidated financial statements.

Cash and Cash Equivalents

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Accounts Receivable and Allowance for Credit Losses

The Company’s accounts receivable consist primarily of billings to its customers for advertising broadcast on its stations or placed on its websites, for retransmission consent or network carriage by cable or satellite operators, and for digital publishing and content management, digital video advertising, social media advertising and related services.

Trade receivables normally have terms of 30 days and the Company has no interest provision for customer accounts that are past due.

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Management periodically evaluates the collectability of accounts receivable based on a combination of factors, including customer payment history, known customer circumstances, the overall aging of customer balances and trends.

In circumstances where management is aware of a specific customer’s inability to meet its financial obligations, an allowance is recorded to reduce the receivable amount to an amount estimated to be collectable.

Concentration of Credit Risk

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however, the Company believes these deposits are maintained with financial institutions of reputable credit and are not subject to any unusual credit risk.

A significant portion of the Company’s accounts receivable is due from local and national advertising agencies.

A significant portion of the Company’s accounts receivable is due from multichannel video programming distributors (“MVPDs”) and local and national advertising agencies.

The Company does not require collateral from its customers but maintains reserves for potential credit losses.

Management believes that the allowance for credit losses is adequate, but if the financial condition of the Company’s customers were to deteriorate, additional allowances may be required.

The Company has not experienced significant losses related to receivables from individual customers or by geographical area.

Revenue Recognition

The Company recognizes revenues when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company’s revenue is primarily derived from the sale of advertising and the compensation received from traditional multichannel video programming distributors (“MVPDs”), such as cable and satellite providers, as well as online video distributors (“OVDs”), companies that provide video content through internet streaming, in return for the Company’s consent to the retransmission of the signals of its television stations or the carriage of NewsNation.

The Company’s revenue is primarily derived from the sale of advertising and the compensation received from traditional MVPDs, such as cable and satellite providers, as well as online video distributors (“OVDs”), companies that provide video content through internet streaming, in return for the Company’s consent to the retransmission of the signals of its television stations or the carriage of NewsNation.

Total revenue includes advertising revenue, distribution revenue, digital revenue and other broadcast related revenues.

The Company’s contracts with customers may include multiple performance obligations.

For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price, which is generally determined based on the price charged to customers.

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The lag between billing the customers and when the payment is due is not significant.

Core and Political Advertising Revenues —The Company generates revenue by delivering advertising on the Company’s television stations, cable and broadcast networks, and radio station.

The advertising contracts are short-term in nature and include a number of spots that are delivered over the term of the arrangement.

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Each performance obligation is satisfied over time as the advertiser receives and consumes benefits when its commercial is aired.

Distribution Revenues —The Company’s retransmission consent and carriage agreements with MVPDs and OVDs generally have a three-year term and provide revenue based on a monthly amount the Company is entitled to receive per subscriber.

Distribution Revenues —The Company’s retransmission consent and carriage agreements with MVPDs and OVDs generally provide revenue based on a monthly amount the Company is entitled to receive per subscriber.

These revenues are considered arising from the licensing of functional intellectual property.

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Other distribution revenue includes affiliate compensation revenue in accordance with certain affiliation agreements, which is recognized ratably over the term of the agreement.

Digital Revenues —For station digital advertising, the performance obligation is a station’s promise to place an advertisement on its website and is satisfied either based on impressions or the placement of ads over an agreed period of time.

Advertising revenue is recognized, for the amount the Company is entitled to receive, when the advertisements are broadcast or delivered on the stations’

Advertising revenue is recognized, for the amount the Company is entitled to receive, when the advertisements are broadcast or delivered on the stations’ websites.

Other digital advertising includes revenue from video and display advertising platforms that are delivered locally or nationally through our own and various third party websites and mobile applications.

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Most of the arrangements with customers are short-term in nature.

Contract Costs —The Company does not capitalize costs incurred to obtain contracts for advertising due to their short-term nature.

Additionally, the incremental benefit from efforts in acquiring these contracts is not considered significant.

Thus, the Company records sales commissions as an expense when incurred.

Contract Liabilities —The Company’s contract liabilities, which are included in its Consolidated Financial Statements as other current liabilities, consist primarily of customer payments received for products or services before the transfer of control to the customer occurs (deferred revenue).

The performance primarily involves the delivery of advertisements to the customers.

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See Note 17 for disaggregated revenue information.

Assets Held for Sale, Net

The Company considers assets to be held for sale when management commits to a formal plan to actively market the assets for sale at a price reasonable in relation to fair value, the asset is available for immediate sale in its present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the asset and the transfer is expected to be completed within one year and it is unlikely that significant changes will be made to the plan.

Upon designation as held for sale, the Company records the carrying value of the asset at the lower of its carrying value or its estimated fair value, less costs to sell.

In accordance with generally accepted accounting principles, assets held for sale are not depreciated or amortized.

On June 1, 2022, Nexstar completed the sale of a real estate asset located in Chicago for gross cash proceeds of $ 45.3 million.

The asset was classified as held for sale in the accompanying Consolidated Balance Sheet as of December 31, 2021 .

On October 19, 2022, a real estate property located in Chicago was reclassified as held for sale due to the buyer’s exercise of its option to purchase.

Upon designation as an asset held for sale, it was written down to its estimated fair value, less estimated cost to sell, of $ 199.5 million, resulting in a $ 36.8 million impairment charge.

The sale closed on November 18, 2022.

The Company accounts for investments in which it owns at least 20 % of an investee’s voting securities or has significant influence over an investee under the equity method of accounting.

The Company records equity method investments at cost.

For investments acquired in a business combination, the cost is the estimated fair value allocated to the investment.

The amounts initially recognized are subsequently adjusted for the Company’s appropriate share of the net earnings or losses of the investee.

The Company records any investee losses up to the carrying amount of the investment plus any advances and loans made to the investee and any financial guarantees made on behalf of the investee.

The Company recognizes its share in earnings and losses of the investee as “Income from equity method investments, net”

in the Consolidated Statements of Operations and Comprehensive Income.

The Company recognizes its share in earnings and losses of the investee as “Income from equity method investments, net” in the Consolidated Statements of Operations and Comprehensive Income.

Investments are also increased by contributions made to and decreased by distributions from the investee.

The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired.

The Company evaluates equity method investments for other-than temporary impairment (“OTTI”) on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation.

For the years ended December 31, 2022, 2021 and 2020, the Company did no t identify any impairments on its investments.

See Note 8 for additional information.

For the years ended December 31, 2023, 2022 and 2021 , the Company did no t identify any events or changes in circumstances which indicated that the carrying amount of investments may be impaired.

See Note 6 for additional information on the Company’s investments.

The Company determines if a contract is a lease at inception.

We determine that a contract contains a lease if we obtain substantially all of the economic benefits of, and the right to direct the use of, an asset identified in the contract.

For leases with terms greater than 12 months, we record right-of-use (“ROU”) asset and lease liability which are both measured at the present value of the future lease payments over the lease term.

The lease payments exclude any executory costs as they are not significant.

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When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, and specific characteristics unique to the particular lease that would make it reasonably certain that the Company would exercise such option.

As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate was used in determining the present value of future lease payments.

The discount rate represents a risk-adjusted rate on a secured basis and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term.

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The Company periodically evaluates the net realizable value, calculated using the average historical rates for the programs or the time periods the programming will air, of broadcast rights and adjusts the amortization for any deficiency calculated.

As of December 31, 2022, programming costs included $ 66.2 million of costs that was contractually due related to episodes that had been completed by certain production companies but not yet delivered to the Company.

As of December 31, 2023 and 2022 , programming costs included $ 64 million and $ 66 million, respectively, that were contractually due related to episodes that had been completed by certain production companies but not yet delivered to the Company.

Such episodes are typically delivered within a few weeks of completion.

The Company also acquired exclusive rights to broadcast various live sports games in exchange for rights fees paid over the season associated with the live sports games.

The Company amortizes these programming rights as an expense over each season based upon contractually stated rates which align with the projected revenue over the contractual term.

Amortization is evaluated periodically, based on revenue projections, and adjusted as necessary.

For the years ended December 31, 2023, 2022 and 2021 , amortization of broadcast rights of $ 453 million, $ 193 million and $ 121 million, respectively, were included in Depreciation and amortization expense in the accompanying Consolidated Statements of Operations and Comprehensive Income.

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During the measurement period, which may be up to one year from the acquisition date of a business, the Company records adjustments related to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon the conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income.

The Company’s goodwill and FCC licenses are considered to be indefinite-lived intangible assets and are not amortized but are tested for impairment annually in the Company’s fourth quarter, or more frequently if events or changes in circumstances indicate that such assets might be impaired.

The use of an indefinite life for FCC licenses contemplates the Company’s historical ability to renew its licenses such that renewals generally may be obtained indefinitely and at little cost.

The Company’s goodwill and FCC licenses are considered to be indefinite-lived intangible assets.

Subsequent to acquisition, these assets are not amortized but are tested for impairment annually in the Company’s fourth quarter, or more frequently if events or changes in circumstances indicate that such assets might be impaired.

The use of an indefinite life for FCC licenses contemplates the Company’s historical ability to renew its licenses such that renewals generally may be obtained indefinitely and at little cost.

Therefore, cash flows derived from the FCC licenses are expected to continue indefinitely.

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The Company evaluates the remaining lives of its network affiliations whenever changes occur in the likelihood of affiliation contract renewals, and at least on an annual basis.

For purposes of goodwill impairment tests, the Company has one aggregated television stations reporting unit because of the stations’

similar economic characteristics, one cable network reporting unit, and two digital business reporting units.

The Company’s impairment review for FCC licenses is performed at the television station market level.

For purposes of goodwill impairment tests, the Company has one aggregated television stations reporting unit because of the stations’ similar economic characteristics, one cable network reporting unit, and two digital business reporting units.

The Company’s impairment review for FCC licenses is performed at the television station market level.

The Company first assesses the qualitative factors to determine the likelihood of the goodwill and FCC licenses being impaired.

The qualitative analysis includes, but is not limited to, assessing the changes in macroeconomic conditions, regulatory environment, industry and market conditions, and the financial performance versus budget of the reporting units, as well as any other events or circumstances specific to the reporting units or the FCC licenses.

If it is more likely than not that the fair value of a reporting unit’s goodwill or a station’s FCC license is greater than its carrying amount, no further testing will be required.

Otherwise, the Company will apply the quantitative impairment test method.

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If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required.

If the fair value of the reporting unit is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value;

however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

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Determining the fair value of reporting units and FCC licenses requires management to make judgments about assumptions and estimates that are highly subjective and that are based on unobservable inputs.

The actual results may differ from these assumptions and estimates, and it is possible that such differences could have a material impact on the Company’s Consolidated Financial Statements.

In addition to the various inputs (e.g.

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The Company tests definite-lived intangible assets and other long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable, relying on certain factors, including operating results, business plans, economic projections and anticipated future cash flows.

The carrying value of a long-lived asset or asset group is considered impaired when the projected future undiscounted cash flows to be generated from the asset or asset group over its remaining life, or primary asset’s life, plus proceeds received from its eventual disposition are less than its carrying value.

The carrying value of a long-lived asset or asset group is considered impaired when the projected future undiscounted cash flows to be generated from the asset or asset group over its remaining life, or primary asset’s life, plus any proceeds from the eventual disposition are less than its carrying value.

The Company measures impairment based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset or asset group.

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Comprehensive Income

The Company’s comprehensive income consists of net income and unrecognized actuarial gains and losses on its pension and postretirement liabilities, net of income tax adjustments.

Advertising Expense

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Pension plans and postretirement benefits

A determination of the liabilities and cost of Nexstar’s pension and other postretirement plans requires the use of assumptions.

The actuarial assumptions used in the pension and postretirement reporting are reviewed annually with independent actuaries and are compared with external benchmarks, historical trends and Nexstar’s own experience to determine that its assumptions are reasonable.

A determination of the liabilities and cost of Nexstar’s pension and other postretirement plans requires the use of assumptions.

The assumptions used in developing the required estimates include the following key factors:

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They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common shares were issued upon exercise of stock options and vesting of restricted stock units.

The following table shows the amounts used in computing the Company’s diluted shares during the years ended December 31 (in thousands):

Weighted average shares outstanding - basic

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Weighted average shares outstanding - diluted

T he Company has outstanding stock options and restricted stock units to acquire 26,000 , zero and 122,000 weighted average shares of common stock for the years ended December 31, 2022, 2021 and 2020 , respectively, the effects of which are excluded from the calculation of dilutive income per share, as their inclusion would have been anti-dilutive for the periods presented.

T he Company has outstanding stock options and restricted stock units to acquire 69,000 , 26,000 and zero weighted average shares of common stock for the years ended December 31, 2023, 2022 and 2021 , respectively, the effects of which are excluded from the calculation of dilutive income per share, as their inclusion would have been anti-dilutive for the periods presented.

Segment Presentation

The Company assesses its operating segments in accordance with Accounting Standards Codification (“ASC”) Topic 280, “Segment Reporting.”

Nexstar operates in one reportable broadcast segment.

The other activities of the Company include operating Nexstar’s recently acquired The CW (see Note 3), digital businesses, corporate functions, the management of certain real estate assets, including revenues from leasing certain owned office and production facilities, and eliminations.

The Company assesses its operating segments in accordance with Accounting Standards Codification (“ASC”) Topic 280, “Segment Reporting.” Nexstar operates in two reportable segments, Broadcast and The CW.

The other activities of the Company include (i) digital businesses focused on the national marketplace, (ii) the management of certain real estate assets, including revenues from leasing certain owned office and production facilities, (iii) corporate functions, and (iv) eliminations.

See Note 17 for additional segment information.

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New Accounting Standards Adopted

In July 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2021-05, “Leases (Topic 842):

Lessors—Certain leases with variable payments”

(“ASU 2021-05”).

Under the ASU, a lessor would classify a lease with variable lease payments that do not depend on an index or rate as an operating lease at lease commencement if the lease would have been classified as a sales-type lease or direct financing lease under ASC 842 classification criteria and the lessor would have otherwise recognized a day one loss.

The ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

Early adoption is permitted.

The Company adopted ASU 2021-05 effective January 1, 2022 .

The adoption did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures.

In March 2020, the FASB issued ASU No.

2020-04, “Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting”

(“ASU 2020-04”).

In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848):

Scope”

(“ASU 2021-01”).

Together, these accounting updates provide optional expedients and exceptions for applying U.S.

GAAP to contract modifications and hedging relationships that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.

ASU 2020-04 provides, among other things, guidance that modifications of contracts within the scope of Topic 470, Debt, should be accounted for by prospectively adjusting the effective interest rate;

modifications of contracts within the scope of Topic 842, Leases, should be accounted for as a continuation of the existing contract;

and changes in the critical terms of hedging relationships caused by reference rate reform should not result in the de-designation of the instrument, provided certain criteria are met.

ASU 2021-01 clarifies the scope and application of ASU 2020-04 and among other things, permits entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows.

ASU 2020-04 was amended by ASU No.

2022-06, “Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848”

issued by FASB in December 2022, which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848.

In June 2022, the Company applied the optional expedients provided by these accounting updates for contract modifications to the amendment of its senior credit facilities.

The adoption of these accounting updates did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures.

New Accounting Standards Not Yet Adopted

In October 2021, the FASB issued ASU No.

2021-08, “Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”

(“ASU 2021-08”).

The amendments in this ASU require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606.

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2021-08, “Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”).

The amendments in ASU 2021-08 require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606.

At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts.

This ASU also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination.

The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

The accounting update also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination.

ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

The Company adopted this accounting update for interim periods and fiscal years beginning on January 1, 2023 and the adoption did not impact its Condensed Consolidated Financial Statements.

New Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU No.

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”).

ASU 2023-09 applies to all entities that are subject to Topic 740, Income Taxes and is intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

The amendments in ASU 2023-09 will be effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

The Company will evaluate the potential impacts ASU 2021-08 may have on its Consolidated Financial Statements upon its adoption on effective date as it relates to future acquisitions.

Acquisitions and Dispositions

The Company is currently evaluating the potential impacts ASU 2023-09 may have on its Consolidated Financial Statements upon its adoption on the effective date as it relates to future income tax disclosures.

In November 2023, the FASB issued ASU No.

2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses for all public entities.

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

A public entity should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the potential impacts ASU 2023-07 may have on its Consolidated Financial Statements upon its adoption on the effective date as it relates to future segment disclosures.

2023 Acquisitions

On July 20, 2023 , Nexstar acquired certain assets of WSNN-LD, a MyNetworkTV affiliated low power television station serving the Tampa, Florida market, from Citadel Communications, LLC.

On August 31, 2023 , Nexstar acquired certain assets of KUSI-TV, an independent full power television station serving the San Diego, CA market, from McKinnon Broadcasting Company and Channel 51 of San Diego, Inc.

The total purchase price of these acquisitions was $ 38 million, including working capital adjustments.

The acquired assets and assumed liabilities were recorded at fair value as of the closing dates of the transactions and consisted primarily of $ 13 million in property and equipment and $ 19 million in FCC licenses.

2022 Acquisition of The CW

On September 30, 2022 , Nexstar completed its acquisition of a 75.0 % ownership interest in The CW from affiliates of Paramount Global and Warner Bros.

Discovery (collectively the “Sellers”) for no purchase consideration.

Each of the Sellers retained a 12.5 % ownership interest and will produce 12 original, scripted series for The CW primarily to air during the 2022/2023 broadcast season.

The Sellers have granted Nexstar a call right and Nexstar has granted each of the Sellers a put right for such Seller’s ownership interests beginning in August 2024 and June 2026, respectively.

The acquisition solidifies Nexstar’s revenue opportunities as the largest owner of The CW-affiliated stations, diversifies its content outside of news, improves its national advertising opportunities, establishes it as a participant in advertising video-on-demand services via The CW App and is expected to create value by improving The CW’s ratings, revenue, and profitability.

On September 30, 2022 , Nexstar acquired a 75.0 % ownership interest in The CW from affiliates of Paramount Global and Warner Bros.

Discovery (collectively the “Sellers”) for no purchase consideration.

Each of the Sellers retained a 12.5 % ownership interest and produced 12 original, scripted series for The CW primarily aired during the 2022/2023 broadcast season.

The Sellers have granted Nexstar a call right and Nexstar has granted each of the Sellers a put right for such Seller’s ownership interests beginning in August 2024 and June 2026, respectively.

The transaction was accounted for under the acquisition method of accounting.

Subject to final determination, which is expected to occur within twelve months of the acquisition date, the provisional fair values of the assets acquired, liabilities assumed and the noncontrolling interests at the acquisition date are as follows (in millions):

The fair values of the assets acquired, liabilities assumed and the noncontrolling interests are as follows (in millions):

Assets acquired

Purchase Price Allocation

Cash and cash equivalents

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Gain on bargain purchase

Programming costs and accrued programming costs pertain to The CW’s costs of acquiring programming from the Sellers and were valued using the replacement cost method as of Nexstar’s acquisition due to their short-term nature.

As a result of the acquisition, Nexstar recognized a gain on bargain purchase of $ 56 million representing the excess of the fair value of the net assets acquired over the $ 0 purchase consideration paid and the fair value of the noncontrolling interests.

This gain is presented as a separate line item in the accompanying Consolidated Statements of Operations and Comprehensive Income during the year ended December 31, 2022.

Nexstar believes it was able to acquire The CW for $0 purchase consideration due to the recurring losses of The CW and Nexstar’s position as the largest owner of The CW-affiliated television stations which it believes limited the number of interested acquirers, Nexstar’s agreement to commit The CW to acquire additional programming from the Sellers for the 2022/2023 broadcast season, and Nexstar’s agreement to allow the Sellers to distribute certain short and long-term accounts receivable related to previously-aired programming to the Sellers prior to closing.

The intangible assets are amortized over an estimated useful life of 4.5 years beginning in the fourth quarter of 2022.

The CW’s net revenue of $ 66.4 million and operating loss of $ 94.9 million from the acquisition date to December 31, 2022 has been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

Transaction costs related to this acquisition, including severance costs, retention bonuses and legal and professional fees totaling $ 33.0 million were included in selling, general and administrative expense, excluding depreciation and amortization in the accompanying Consolidated Statements of Operations and Comprehensive Income.

Nexstar believes it was able to acquire The CW for $0 purchase consideration due to the recurring losses of The CW and Nexstar’s position as the largest owner of The CW-affiliated television stations, which it believes limited the number of interested acquirers, Nexstar’s agreement to commit The CW to acquire additional programming from the Sellers for the 2022/2023 broadcast season, and Nexstar’s agreement to allow the Sellers to distribute certain short and long-term accounts receivable related to previously-aired programming to the Sellers prior to closing.

The intangible assets are amortized over an estimated useful life of 4.5 years.

The CW’s net revenue of $ 66 million and operating loss of $ 95 million from the acquisition date to December 31, 2022 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

Transaction costs related to this acquisition, including severance costs, retention bonuses and legal and professional fees totaling $ 13 million and $ 33 million for the years ended December 31, 2023 and 2022, respectively, were included in selling, general and administrative expense, excluding depreciation and amortization in the accompanying Consolidated Statements of Operations and Comprehensive Income.

2021 Acquisitions

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On August 20, 2021 , pursuant to a merger agreement, Nexstar acquired 100 % of the outstanding equity of News Communications, Inc.

(“NCI”), then a Nevada corporation, for a total cash consideration of approximately $ 137.7 million, including working capital adjustments, funded by cash on hand.

NCI is the owner of “The Hill,”

an independent, political digital media platform.

(“NCI”), then a Nevada corporation, for a total cash consideration of approximately $ 138 million, including working capital adjustments, funded by cash on hand.

NCI is the owner of “The Hill,” an independent political digital media platform.

On August 27, 2021, NCI received approval for its conversion from a Nevada corporation to a Delaware corporation.

The acquisition marked the continuation of Nexstar’s content-first strategy, focused primarily on news, designed to further leverage and monetize its expansive digital reach.

The fair values of the assets acquired and liabilities assumed are as follows (in millions):

Assets acquired

Cash and cash equivalents

Accounts receivable, net

Prepaid expenses and other current assets

Property and equipment

Other intangible assets

Other noncurrent assets

Total assets acquired

Accounts payable

Accrued expenses

Other current liabilities

Deferred tax liabilities

Other noncurrent liabilities

Total Purchase Price

The fair value assigned to goodwill is attributable to operating expense reductions and revenue synergies.

The carryover tax bases in goodwill, other intangible assets and property and equipment are deductible for tax purposes but are not significant.

Other intangible assets are amortized over an estimated weighted average useful life of 6.7 years.

The acquisition marked the continuation of Nexstar’s content-first strategy, focused primarily on news, designed to further leverage and monetize its expansive digital reach.

The net revenue of $ 22 million from the acquisition date to December 31, 2021 has been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

The operating income and transaction costs from the acquisition date to December 31, 2021 have also been included in the accompanying Consolidated Statements of Operations and Comprehensive Income but were not material.

2020 Acquisitions and Dispositions

BestReviews Acquisition

On December 29, 2020 , Nexstar acquired 100 % of the membership interests in BestReviews LLC (“BestReviews”) from Tribune Publishing Company, LLC and BR Holding Company, Inc.

for $ 169.9 million in cash, funded by cash on hand.

BestReviews engages in the business of testing, researching and reviewing consumer products.

The acquisition of BestReviews diversified Nexstar’s digital portfolio.

Other 2020 Nexstar Acquisitions

On September 17, 2020 , Nexstar acquired WDKY-TV, the Fox affiliate in the Lexington, KY market, from Sinclair Broadcast Group, Inc.

(“Sinclair”) for $ 18.0 million in cash, funded by cash on hand.

This acquisition allowed Nexstar’s entry into this market.

On March 2, 2020 , Nexstar acquired the Fox affiliate television station WJZY and the MNTV affiliate television station WMYT in the Charlotte, NC market from Fox Television Stations, LLC, a Delaware limited liability company, for $ 45.3 million in cash.

This acquisition allowed Nexstar’s entry into this market.

Simultaneous with this acquisition, Nexstar sold certain of its television stations to Fox as described in “2020 Nexstar Dispositions”

On January 27, 2020 , Nexstar acquired from Sinclair certain non-license assets associated with television station KGBT-TV in the Harlingen-Weslaco-Brownsville-McAllen, Texas market for $ 17.9 million in cash funded by cash on hand.

The combined net revenue of $ 78.0 million and operating income of $ 34.0 million from the respective stations’

acquisition dates to December 31, 2020 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

The transaction costs related to these acquisitions from the acquisition dates to December 31, 2020 were not material.

2020 Mission Acquisitions

On December 30, 2020 , Mission acquired CW affiliate station WPIX in the New York, NY market from The E.W Scripps Company.

Mission funded the purchase price of $ 85.1 million in cash through a combination of borrowing from its revolving credit facility and cash on hand .

Upon Mission’s acquisition of WPIX, it entered into a TBA with Nexstar.

Mission also granted Nexstar an option to purchase WPIX from Mission, subject to FCC consent.

These transactions allowed the Company’s entry into this market.

On September 1, 2020 , Mission acquired television stations KMSS serving the Shreveport, Louisiana market, KPEJ serving the Odessa, Texas market and KLJB serving the Quad Cities, Iowa/Illinois market from Marshall Broadcasting Group, Inc.

(“Marshall”) .

The purchase price for the acquisition was $ 53.2 million, of which $ 49.0 million was applied against Mission’s existing loans receivable from Marshall on a dollar-for-dollar basis and the remaining $ 4.2 million in cash was funded by cash on hand.

On September 1, 2020, Mission entered into SSAs with Nexstar for the stations.

O n July 1, 2021, Mission executed JSAs with Nexstar for stations KMSS, KPEJ and KLJB.

The 2020 Mission acquisitions’

combined net revenue of $ 11.9 million and combined operating income of $ 2.6 million from the stations’

acquisition dates to December 31, 2020 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

2020 Common Control Transactions

On November 16, 2020 , Mission acquired KASY, KWBQ and KRWB from Tamer Media LLC (“Tamer”).

KASY (an MNTV affiliate), KWBQ (a CW affiliate) and KRWB (a CW affiliate) are full power television stations serving the Albuquerque, New Mexico market.

On November 23, 2020 , Mission acquired WXXA, the Fox affiliate in the Albany, NY market, and WLAJ, the ABC affiliate in the Lansing, MI market, from Shield Media, LLC (“Shield Media”).

In connection with these transactions, Mission assumed the stations’

existing JSAs and SSAs with Nexstar.

Mission also granted Nexstar options to purchase the stations, subject to FCC consent.

The total purchase price for these transactions was $ 22.6 million in cash, primarily representing Mission’s full repayment of WXXA’s and WLAJ’s outstanding term loans of $ 20.7 million.

Mission funded the acquisitions through a combination of borrowings from its revolving credit facility and cash on hand.

As Nexstar is the primary beneficiary of the television stations described above, the purchase transactions between parties within the consolidated Nexstar group were deemed common control transactions in accordance with FASB ASC 805-50, “Business Combinations—Common Control Transactions.”

Therefore, the acquirer in those transactions recorded the net assets at historical book values, rather than at estimated fair values.

The excess of purchase price over carrying values of net assets was accounted for as a reduction to retained earnings in the accompanying Consolidated Statements of Changes in Stockholders’

For financial reporting purposes, Nexstar continued to consolidate the stations’

net assets and financial results at their historical amounts for all periods presented in the accompanying Consolidated Financial Statements.

In accordance with the change in reporting entity, Shield Media’s repayment of its outstanding term loans in November 2020 were included in the caption “Repayments of long-term debt”

under financing activities in the accompanying Consolidated Statements of Cash Flows, as if Mission was the debtor of such loans as of the earliest period presented.

2020 Nexstar Dispositions

On January 14, 2020, Nexstar sold its sports betting information website business to Star Enterprises Ltd., a subsidiary of Alto Holdings, Ltd., for a net cash consideration of $ 12.9 million.

On March 2, 2020, Nexstar completed the sale of Fox affiliate television station KCPQ and MNTV affiliate television station KZJO in the Seattle, WA market, as well as Fox affiliate television station WITI in the Milwaukee, WI market, to Fox for approximately $ 349.9 million in cash, including working capital adjustments.

The proceeds from the sale of the stations were partially used to prepay a portion of Nexstar’s term loans in 2020.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information has been presented for the periods indicated as if Nexstar’s acquisition of The CW had occurred on January 1, 2021 (in millions):

Years Ended December 31,

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The unaudited pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition of The CW had taken place on January 1, 2021, because the pro forma results do not reflect expected synergies.

The acquisitions and dispositions during 2021 and 2020 are not significant for pro forma financial information reporting purposes, both individually and in aggregate.

The acquisitions during 2023 and 2021 are not significant for pro forma financial information reporting purposes, both individually and in aggregate.

Therefore, pro forma financial information has not been provided for those transactions.

Proposed Acquisition

On May 10, 2023, Mission e ntered into a definitive agreement to acquire the assets of WADL-TV serving the Detroit, Michigan market from Adell Broadcas ting Corporation for $ 75 million in cash, subject to customary working capital adjustments.

The proposed acquisition is subject to regulatory and other customary approvals, is expected to close once Mission receives regulatory approval, and would be Mission’s second entry into the state of Michigan.

Property and Equipment

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Property and equipment, net

The decrease in land was due to the sale of a real estate property located in Chicago with a carrying amount of $ 236.0 million.

The sale was completed on November 18, 2022 (see Note 2—Assets Held for Sale, Net for additional information on the sale).

For the years ended December 31, 2022, 2021 and 2020, depreciation expense of $ 159.9 million, $ 166.6 million and $ 147.7 million, respectively, were included in Depreciation and amortization expense in the accompanying Consolidated Statements of Operations and Comprehensive Income.

For the years ended December 31, 2023, 2022 and 2021 , depreciation expense of $ 176 million, $ 160 million and $ 167 million, respectively, was included in Depreciation and amortization expense in the accompanying Consolidated Statements of Operations and Comprehensive Income.

Intangible Assets and Goodwill

The Company’s definite-lived intangible assets consisted of the following, as of December 31 (dollars in millions):

and Impairment

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Definite-lived intangible assets

The decrease in definite-lived intangible assets was primarily due to amortization, partially offset by the current year acquisition of The CW (see Note 3).

For the years ended December 31, 2022, 2021 and 2020, amortization expense of $ 309.3 million, $ 300.9 million and $ 279.7 million, respectively, were included in Depreciation and amortization expense in the accompanying Consolidated Statements of Operations and Comprehensive Income.

The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years and thereafter for definite-lived intangible assets as of December 31, 2022 (in millions):

The decrease in definite-lived intangible assets was primarily due to amortization.

For the years ended December 31, 2023, 2022 and 2021 , amortization expense of $ 311 million, $ 309 million and $ 301 million, respectively, was included in Depreciation and amortization expense in the accompanying Consolidated Statements of Operations and Comprehensive Income.

The changes in the carrying amounts of goodwill and FCC licenses for the years ended December 31, 2023 and 2022 are as follows (in millions):

Balances as of December 31, 2022

Current year acquisitions (see Note 3)

Impairment loss

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As discussed in Note 2, the Company has one aggregated television stations reporting unit, one cable network reporting unit, and two digital reporting units for purposes of annual goodwill impairment review as of December 31, 2023.

The Company’s annual impairment review of FCC licenses is performed at the station market level.

Management conducts an impairment test annually in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill or FCC licenses might be impaired.

In the fourth quarter of 2022, using the qualitative impairment test, the Company performed its annual impairment assessment on goodwill attributable to its aggregated television stations reporting unit and cable network reporting unit.

Based on the results of such qualitative impairment tests, the Company concluded that it was more likely than not that each reporting unit’s fair value would sufficiently exceed the related carrying amount.

The Company also performed its annual impairment assessment on FCC licenses for each television station market using the qualitative impairment test and concluded that it was more likely than not that their fair values exceeded the respective carrying amounts.

Thus, no impairment was recorded on the associated goodwill and FCC licenses.

With respect to the Company’s digital reporting units, the Company elected to perform quantitative impairment tests due to uncertain economic conditions in the fourth quarter of 2022.

The Company’s assessment indicated that the fair value of one digital reporting unit exceeded the carrying amount by over 19 %, and therefore no goodwill impairment was identified.

Goodwill associated with this reporting unit was $ 69.1 million as of December 31, 2022.

In the second digital reporting unit, the Company identified a partial goodwill impairment of $ 90.8 million.

The impairment was identified in the fourth quarter of 2022 given the operating performance of the reporting unit, the seasonality of the business and changes in the outlook of the business.

The fair value was estimated using a combination of an income approach, which employs a discounted cash flow model, and market approaches.

The significant assumptions used in estimating fair value included:

(i) compound annual growth rates for revenues ranging from 6.1 % to 8.1 %, (ii) operating profit margins ranging from 8.3 % to 15.0 %, (iii) an income tax rate of 26.0 % based on statutory federal and blended state tax rates, (iv) a discount rate of 14.5 % based on an analysis of e-commerce companies, (v) a terminal growth rate of 1.5 % based on a mature company in the e-commerce industry, and (vi) market net revenue and earnings multiples of comparable publicly traded businesses.

As of December 31, 2022, this second digital reporting unit has an immaterial remaining goodwill balance.

The Company’s quantitative goodwill impairment tests are sensitive to changes in key assumptions used in our analysis, such as expected future cash flows and market trends.

If the assumptions used in its analysis are not realized, it is possible that an impairment charge may need to be recorded in the future.

In the fourth quarter of 2023, using the qualitative impairment test, the Company performed its annual impairment assessment on goodwill attributable to its aggregated television stations reporting unit.

With respect to goodwill allocated to the cable network reporting unit and the two digital reporting units, the Company elected to perform quantitative impairment tests due to recent performance and uncertain economic conditions.

The Company’s assessment indicated that the cable network reporting unit’s fair value exceeded the related carrying amount by approximately 14 %, therefore no impairment was recorded.

Goodwill allocated to this reporting unit was $ 400 million as of December 31, 2023.

The fair value estimate is management’s estimate based on a valuation report prepared by a third-party valuation firm who used a combination of an income approach, which employs a discounted cash flow model, and a market approach, which consider earnings multiples of comparable publicly traded businesses and comparable market transactions.

The income approach was based on a five-year projection model which included assumptions regarding continued growth of viewership at a declining rate of growth over time and monetization thereof, continued growth in distribution revenues and annual increases in operating expenses.

The income approach utilized the Company’s income tax rate, a 10 % discount rate based on an analysis of comparable companies and a modest terminal growth rate typical of mature cable network businesses.

The market approach market based the valuation on earnings multiples of comparable publicly traded businesses with cable networks and comparable cable network transactions.

The likelihood of a material impairment is mitigated by the maturity of the network and its significant contractual distribution revenue.

With respect to digital reporting units, the Company’s assessment indicated that one of the digital reporting units exceeded the carrying amount by 2.5 %, and therefore no goodwill impairment was identified.

Goodwill associated with this reporting was $ 69 million as of December 31, 2023.

The income approach was based on a three-year projection model which included assumptions regarding the recovery of the business from a low in 2023 due to market and other factors to a full recovery to 2022 levels between year 2 and year 3 and then growth thereafter.

The income approach utilized the Company’s income tax rate, a 11.5 % discount rate based on an analysis of comparable companies and a modest terminal growth rate typical of mature digital businesses.

The market approach based the valuation on earnings multiples of comparable publicly traded digital media businesses and market net revenue multiples of comparable digital media transactions.

The likelihood of a material impairment is mitigated by the amount of goodwill recorded.

In the second digital reporting unit, the Company identified a goodwill impairment of $ 19 million (and $ 16 million impairment on definite-lived intangible assets) and a goodwill impairment of $ 91 million (and $ 5 million impairment on definite-lived intangible assets) during the fourth quarter of each calendar years 2023 and 2022, respectively.

As of December 31, 2023, this second digital reporting unit has no remaining goodwill and no material long-lived intangible assets balance.

The Company’s quantitative goodwill impairment tests are sensitive to changes in key assumptions used in our analysis, such as expected future cash flows and market trends.

If the assumptions used in our analysis are not realized, it is possible that an impairment charge may need to be recorded in the future.

The Company cannot accurately predict the amount and timing of any impairment of goodwill or other intangible assets.

The Company also performed qualitative tests on its definite-lived intangible assets and other long-lived assets.

Based on the estimate of undiscounted future pre-tax cash flows expected to result from the use and eventual disposition of such assets, the Company determined that the carrying amounts are recoverable except for an immaterial impairment on definite-lived intangible assets of one digital reporting unit recorded in the fourth quarter of 2022.

The Company performed its annual impairment assessment on FCC licenses for each television station market using the qualitative impairment test.

Except for three station markets that indicated unfavorable trends, the Company concluded that it was more likely than not that their fair values exceeded the respective carrying amounts.

For the stations that indicated unfavorable trends, management extended its procedures and performed a quantitative impairment test.

As of December 31, 2023, the FCC licenses of these stations had a carrying value of $ 64 million, none of such individual FCC licenses had carrying value that were material.

The Company’s quantitative impairment test of these assets indicated that each of their estimated fair values (Greenfield Method) exceeded the respective carrying amounts.

Thus, no impairment was recorded on the associated goodwill and FCC licenses.

The Company also evaluated its definite-lived intangible assets and other long-lived assets whether events or changes in circumstances indicate that such assets may be impaired.

Based on the estimate of undiscounted future pre-tax cash flows expected to result from the use and eventual disposition of such assets, the Company determined that the carrying amounts are recoverable other than the long-lived intangible assets of a digital reporting unit for which an impairment was recorded (discussed above).

No other events or circumstances were noted in 2023 that would indicate impairment.

Investments in the Company’s Consolidated Balance Sheets as of December 31 consisted of the following (in millions):

Equity method investments

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During the years ended December 31, 2023, 2022 and 2021, the Company received cash distributions from its equity method investments, primarily from its investment in TV Food Network, as discussed below.

Income from equity method investments, net reported in the Company’s Consolidated Statements of Operations and Comprehensive Income for the years ended December 31 consisted of the following (in millions):

Income on equity investments, net, before amortization of basis difference

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Income on equity investments, net

At acquisition date, the Company measured its estimated share of the differences between the estimated fair values and carrying values (the “basis difference”) of the investees’

tangible assets and amortizable intangible assets had the fair value of the investments been allocated to the identifiable assets of the investees in accordance with ASC Topic 805, “Business Combinations.”

Additionally, the Company measured its estimated share of the basis difference attributable to investees’

The Company amortizes its share of the basis differences attributable to tangible assets and intangible long-lived assets of investees, including TV Food Network, and records the amortization (the “amortization of basis difference”) as a reduction of income from equity method investments, net in the accompanying Consolidated Statements of Operations and Comprehensive Income.

The Company’s share in these basis differences and related amortization is primarily attributable to its investment in TV Food Network (discussed in more detail below).

There were no other-than-temporary impairments (“OTTI”) during the year ended December 31, 2022.

At acquisition date, the Company measured its estimated share of the differences between the estimated fair values and carrying values (the “basis difference”) of the investees’ tangible assets and amortizable intangible assets had the fair value of the investments been allocated to the identifiable assets of the investees in accordance with ASC Topic 805, “Business Combinations.” Additionally, the Company measured its estimated share of the basis difference attributable to investees’ goodwill.

The Company’s share in these basis differences and related amortization is primarily attributable to its investment in TV Food Network (discussed in more detail below).

There were no other-than-temporary impairments (“OTTI”) during the years ended December 31, 2023, 2022 and 2021.

Investment in TV Food Network

Nexstar acquired its 31.3 % equity investment in TV Food Network through its acquisition of Tribune Media Company on September 19, 2019.

Nexstar’s partner in TV Food Network is Warner Bros.

Discovery, Inc.(“WBD”), which owns a 68.7 % interest in TV Food Network and operates the network on behalf of the partnership.

Nexstar acquired its 31.3 % equity investment in TV Food Network through its acquisition of Tribune Media Company (“Tribune”) on September 19, 2019.

Nexstar’s partner in TV Food Network is Warner Bros.

Discovery, Inc.(“WBD”), which owns a 68.7 % interest in TV Food Network and operates the network on behalf of the partnership.

TV Food Network operates two 24-hour television networks, Food Network and Cooking Channel, offering quality television, video, internet and mobile entertainment and information focusing on food and entertaining.

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The partnership agreement also provides that the partnership may be continued or reconstituted in certain circumstances.

As of December 31, 2022, Nexstar’s investment in TV Food Network had a book value of $ 1.099 billion, compared to $ 1.191 billion as of December 31, 2021.

As of December 31, 2023 , Nexstar’s investment in TV Food Network had a book value of $ 936 million, compared to $ 1.099 billion as of December 31, 2022.

As of December 31, 2023 and 2022, Nexstar had a remaining share in amortizable basis difference of $ 397 million and $ 467 million, respectively, related to its investment in TV Food Network.

The remaining amortizable basis difference as of December 31, 2023 had a remaining useful life of approximately 5.7 years.

As of December 31, 2022, Nexstar’s share in the basis difference related to the investee’s goodwill was $ 500.4 million (no change in 2022).

Nexstar had the following transactions related to its investment in TV Food Network during the years ended December 31, 2022, 2021 and 2020, respectively (in millions):

As of December 31, 2023, Nexstar’s share in the basis difference related to the investee’s goodwill was $ 500 million (no change in 2023).

Nexstar had the following transactions related to its investment in TV Food Network during the years ended December 31, 2023, 2022 and 2021, respectively:

• received cash distributions totaling $ 270 million, $ 249 million and $ 239 million,

recognized share in TV Food Network’s net income of $ 226.7 million, $ 253.4 million and $ 220.3 million, and

• recognized shares in TV Food Network’s net income of $ 177 million, $ 227 million and $ 253 million, and

• recorded amortization of basis difference (expense) of $ 69 million, $ 70 million and $ 125 million.

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Long-term debt consisted of the following, as of December 31 (dollars in millions):

Term Loan A, due October 2023

Team Loan A, due September 2024

Term Loan A, due June 2027

Term Loan B, due January 2024

Term Loan B, due September 2026

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Revolving loans, due June 2027

Revolving loans, due October 2023

Total outstanding principal

unamortized financing costs and discount - Nexstar Term Loan A, due October 2023

unamortized financing costs and discount - Nexstar Term Loan A, due September 2024

unamortized financing costs and discount - Nexstar Term Loan A, due June 2027

unamortized financing costs and discount - Nexstar Term Loan B, due January 2024

unamortized financing costs and discount - Nexstar Term Loan B, due September 2026

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Senior Secured Credit Facilities

2022 Transactions

During the year ended December 31, 2022, from cash on hand, Nexstar prepaid a total of $ 333.0 million in principal balance under its Term Loan B and repaid scheduled principal maturities of $ 84.2 million of its term loans.

On June 21, 2022, Nexstar and Mission, an independently owned VIE consolidated by Nexstar, amended their respective credit agreements (also herein referred to as senior secured credit facilities).

The amendments provided for the following:

$ 2,425.0 million in Nexstar Term Loan A, due June 2027

$ 550.0 million in Nexstar revolving credit facility, due June 2027 (no amounts were drawn from this facility as of December 31, 2022)

$ 75.0 million in Mission revolving credit facility, due June 2027 (Mission borrowed $ 61.5 million from this facility on June 21, 2022)

The proceeds from the Nexstar Term Loan A, due June 2027 were used to repay the following on June 21, 2022:

$ 485.4 million of Nexstar Term Loan A, due October 2023

$ 583.9 million of Nexstar Term Loan A, due September 2024

$ 445.0 million of Nexstar Term Loan B, due January 2024

$ 900.0 million of Nexstar Term Loan B, due September 2026

On June 21, 2022, Mission repaid the outstanding principal under its revolving loans, due October 2023 of $ 61.5 million, funded by the amount borrowed from its revolving credit facility, due June 2027 described above.

Each of the above new loan and new revolving credit facilities has a five-year maturity and bears interest at a rate of term Secured Overnight Financing Rate (“SOFR”) for the applicable interest period plus a margin in the range of 1.25 %–

2.00 % determined based on a leverage-based grid.

The term SOFR for any interest period is the sum of the term SOFR screen rate published by the CME Group Benchmark Administration Limited (“CME”) term SOFR administrator plus a spread adjustment of 0.10 %.

The Nexstar Term Loan A, due June 21, 2027, has a 5 % principal amortization each year, to be payable on a quarterly basis, with the remaining amount due at maturity.

In connection with entry into the new loan and new revolving credit facilities, each of Nexstar and Mission also amended its respective credit agreement to, among other things, streamline its notice obligations and update certain covenant terms, in each case, as set forth in such amended credit agreement.

The remaining terms of each new loan and new revolving credit facility are substantially the same as the existing terms in the Nexstar credit agreement in effect prior to the amendment and the Mission credit agreement in effect prior to the amendment, as applicable.

Interest rates are selected at Nexstar’s or Mission’s option, as applicable, and the applicable margin is adjusted quarterly as defined in the applicable amended credit agreement.

2023 Activities

On December 6, 2023, Nexstar borrowed $ 20 million under its revolving credit facility used for additional working capital, which it repaid in full on December 19, 2023, funded by cash on hand.

On June 6, 2023, Nexstar and Mission, an independently owned VIE consolidated by Nexstar, amended their respective credit agreements.

The amendments to the respective credit agreements pertain to replacement of the London Interbank Offered Rate (“LIBOR”)-based interest rate applicable to the Term Loan B, due September 2026 of Nexstar and Term Loan B, due June 2028 of Mission with the term Secured Overnight Financing Rate (“SOFR”)-based interest rate.

Under each amendment, the term SOFR is defined to mean the sum of the term SOFR screen rate published by the CME Group Benchmark Administration Limited term SOFR administrator and a spread adjustment of 0.11448 % for an interest period of one month’s duration, 0.26161 % for an interest period of three months’ duration and 0.42826 % for an interest period of six months’ duration.

The term SOFR is subject to a floor of 0 %.

In addition, during the year ended December 31, 2023, the Company repaid scheduled principal maturities of $ 125 million of its term loans.

Interest rates are selected at Nexstar’s or Mission’s option, as applicable, and the applicable margin is adjusted quarterly as defined in the applicable amended credit agreement.

Interest is payable periodically based on the type of interest rate selected.

As of December 31, the interest rates of the outstanding loans under the senior secured credit facilities were:

5.86 % in 2022 for Nexstar’s Term Loan A, due June 2027 (based on an applicable margin of 1.50 %)

6.89 % and 2.60 % in 2022 and 2021, respectively, for Nexstar’s Term Loan B, due September 2026 (based on an applicable margin of 2.50 % in both years)

6.89 % and 2.60 % in 2022 and 2021, respectively, for Mission’s Term Loan B, due June 2028 (based on an applicable margin of 2.50 % in both years)

5.86 % in 2022 for Mission’s outstanding revolving loans, due June 2027 (based on an applicable margin of 1.50 %)

• 6.85 % and 5.86 % in 2023 and 2022, respectively, for Nexstar’s Term Loan A, due June 2027 (based on an applicable margin of 1.50 %)

• 7.85 % and 6.89 % in 2023 and 2022, respectively, for Nexstar’s Term Loan B, due September 2026 (based on an applicable margin of 2.50 % in both years)

• 7.85 % and 6.89 % in 2023 and 2022, respectively, for Mission’s Term Loan B, due June 2028 (based on an applicable margin of 2.50 % in both years)

• 6.85 % and 5.86 % in 2023 and 2022, respectively, for Mission’s outstanding revolving loans, due June 2027 (based on an applicable margin of 1.50 %)

5.625% Notes, due July 2027

On July 3, 2019, Nexstar completed the sale and issuance of $ 1.120 billion 5.625 % senior unsecured notes due 2027 (the “5.625% Notes, due July 2027”) at par.

On November 22, 2019, Nexstar completed the issuance and sale of $ 665 million aggregate principal amount of additional 5.625 % Notes, due July 2027.

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These additional notes are treated as a single series with the 5.625% Notes, due July 2027 issued on July 3, 2019.

During the year ended December 31, 2022, Nexstar repurchased and cancelled $ 71.2 million of its 5.625 % Notes, due July 2027 at a weighted average purchase price of 94.2 %, funded by cash on hand.

Interest on the 5.625% Notes, due July 2027 is payable semiannually in arrears on January 15 and July 15 of each year.

The 5.625% Notes, due July 2027 were issued pursuant to an indenture dated July 3, 2019 (the “5.625% Indenture due 2027”).

In 2019, Nexstar recorded $ 6.4 million in debt premium after netting legal, professional and underwriting fees related to the 5.625% Notes, due July 2027.

The net debt premium is being amortized using the effective interest method over the term of the debt.

The 5.625% Notes, due July 2027 were issued pursuant to an indenture dated July 3, 2019 (the “5.625% Indenture due 2027”).

At any time on or after July 15, 2022, Nexstar may redeem the 5.625% Notes, due July 2027, in whole or in part, at the redemption prices set forth in the 5.625% Indenture due 2027 plus accrued and unpaid interest to the redemption date.

Upon the occurrence of a change of control (as defined in the 5.625% Indenture due 2027), each holder of the 5.625% Notes, due July 2027 may require Nexstar to repurchase all or a portion of the notes in cash at a price equal to 101.0 % of the aggregate principal amount to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of repurchase.

The 5.625% Notes, due July 2027 contain covenants that limit, among other things, Nexstar’s ability to (1) incur additional debt, (2) pay dividends or make other distributions or repurchases or redeem its capital stock, (3) make certain investments, (4) create liens, (5) merge or consolidate with another person or transfer or sell assets, (6) enter into restrictions affecting the ability of Nexstar’s restricted subsidiaries to make distributions, loans or advances to it or other restricted subsidiaries, (7) prepay, redeem or repurchase certain indebtedness and (8) engage in transactions with affiliates.

The 5.625% Indenture due 2027 provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency.

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4.75% Notes, due November 2028

On September 25, 2020, Nexstar completed the sale and issuance of $ 1.0 billion 4.75 % senior unsecured notes due 2028 (“4.75% Notes, due November 2028”) at par.

The 4.75% Notes, due November 2028 were issued under an indenture dated as of September 25, 2020 (“4.75% Notes, due November 2028 Indenture”).

The net proceeds from the issuance of the 4.75% Notes, due November 2028 were used to redeem the $ 900.0 million 5.625 % senior unsecured notes in full and pay related premiums equal to 102.813 % of the principal amount, accrued interest and fees and expenses.

The remainder of the proceeds was used for general corporate purposes .

In 2020, Nexstar recorded $ 9.3 million in legal, professional, and underwriting fees related to the issuance of the 4.75% Notes, due November 2028.

These financing costs are being amortized using the effective interest method over the term of the debt.

On September 25, 2020, Nexstar completed the sale and issuance of $ 1.0 billion 4.75 % senior unsecured notes due 2028 (“4.75% Notes, due November 2028”) at par.

The 4.75% Notes, due November 2028 were issued under an indenture dated as of September 25, 2020 (“4.75% Notes, due November 2028 Indenture”).

Interest on the 4.75% Notes, due November 2028 is payable semiannually in arrears on May 1 and November 1 of each year.

The 4.75% Notes, due November 2028 are guaranteed by Nexstar, Mission and certain of Nexstar’s and Mission’s existing and future restricted subsidiaries, subject to certain customary release provisions.

The 4.75% Notes, due November 2028 are senior unsecured obligations of Nexstar and the guarantors, rank equal in right of payment with our and the guarantors’

existing and future senior indebtedness, including Nexstar’s 5.625% Notes, due July 2027, its term loans and its revolving credit facilities, but effectively junior to our and the guarantors’

secured debt, including the term loans and revolving credit facilities, to the extent of the value of the assets securing such debt.

The 4.75% Notes, due November 2028 are senior unsecured obligations of Nexstar and the guarantors, rank equal in right of payment with our and the guarantors’ existing and future senior indebtedness, including Nexstar’s 5.625% Notes, due July 2027, its term loans and its revolving credit facilities, but effectively junior to our and the guarantors’ secured debt, including the term loans and revolving credit facilities, to the extent of the value of the assets securing such debt.

Nexstar has the option to redeem all or a portion of the 4.75% Notes, due November 2028 at any time prior to November 1, 2023 at a price equal to 100 % of the principal amount redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date plus a make-whole premium as of the date of redemption.

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Upon the occurrence of a change in control (as defined in the 4.75% Notes, due November 2028 Indenture), each holder of the 4.75% Notes, due November 2028 may require Nexstar to repurchase all or a portion of the notes in cash at a price equal to 101.0 % of the aggregate principal amount to be repurchased, plus accrued and unpaid interest, if any, thereon to, but excluding, the date of repurchase.

The 4.75% Notes, due November 2028 Indenture contains covenants that limit, among other things, Nexstar’s and the guarantors’

ability to (1) incur additional debt, (2) pay dividends or make other distributions or repurchases or redeem its capital stock, (3) make certain investments, (4) transfer or sell assets, (5) create liens, (6) enter into restrictions affecting the ability of Nexstar’s restricted subsidiaries to make distributions, loans or advances to it or other restricted subsidiaries, (7) guarantee certain indebtedness and (8) engage in transactions with affiliates.

The 4.75% Notes, due November 2028 Indenture contains covenants that limit, among other things, Nexstar’s and the guarantors’ ability to (1) incur additional debt, (2) pay dividends or make other distributions or repurchases or redeem its capital stock, (3) make certain investments, (4) transfer or sell assets, (5) create liens, (6) enter into restrictions affecting the ability of Nexstar’s restricted subsidiaries to make distributions, loans or advances to it or other restricted subsidiaries, (7) guarantee certain indebtedness and (8) engage in transactions with affiliates.

The 4.75% Notes, due November 2028 Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency.

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Unused Commitments and Borrowing Availability

The Company had $ 529.1 million (net of outstanding standby letters of credit of $ 20.9 million) and $ 13.5 million of unused revolving loan commitments under the respective Nexstar and Mission senior secured credit facilities, all of which were available for borrowing, based on the covenant calculations as of December 31, 2022.

The Company’s ability to access funds under the senior secured credit facilities depends, in part, on its compliance with certain financial covenants.

Nexstar and Mission had $ 530 million (net of outstanding standby letters of credit of $ 20 million) and $ 14 million, respectively, of unused revolving loan commitments under their senior secured credit facilities, all of which were available for borrowing, based on the covenant calculations as of December 31, 2023.

The Company’s ability to access funds under the senior secured credit facilities depends, in part, on its compliance with certain financial covenants.

As of December 31, 2023, the Company was in compliance with its financial covenants.

Collateralization and Guarantees of Debt

The Company’s credit facilities described above are collateralized by a security interest in substantially all the combined assets, excluding FCC licenses, the other assets of consolidated VIEs unavailable to creditors of Nexstar (see Note 2) and the assets of The CW.

Nexstar (excluding The CW) guarantees full payment of all obligations incurred under the Mission senior secured credit facility in the event of Mission’s default.

Mission is a guarantor of Nexstar’s senior secured credit facility, Nexstar’s 5.625 % Notes, due July 2027 and Nexstar’s 4.75 % Notes, due November 2028.

In consideration of Nexstar’s guarantee of the Mission senior secured credit facility, Mission has granted Nexstar purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent.

Nexstar (excluding The CW) guarantees full payment of all obligations incurred under the Mission senior secured credit facility in the event of Mission’s default.

Mission is a guarantor of Nexstar’s senior secured credit facility, Nexstar’s 5.625 % Notes, due July 2027 and Nexstar’s 4.75 % Notes, due November 2028.

These option agreements, which expire on various dates between 2024 and 2033, are freely exercisable or assignable by Nexstar without consent or approval by Mission.

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Debt Maturities

The scheduled principal maturities of the Company’s debt as of December 31, 2022 are summarized as follows (in millions):

The scheduled principal maturities of the Company’s debt as of December 31, 2023 are summarized as follows (in millions):

The Company as a Lessee

The Company has operating leases for office spaces, tower facilities, antenna sites, studios and other real estate properties and equipment.

The operating leases have remaining lease terms of one to 92 years, some of which may include options to extend the leases from 2 years to 99 years , and some of which may include options to terminate the leases within one year .

The operating leases have remaining lease terms of one to 91 years, some of which may include options to extend the leases from one year to 99 years , and some of which may include options to terminate the leases within one year .

Lease contracts that the Company has executed but which have not yet commenced as of December 31, 2023 were not material.

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Nexstar has various funded, qualified non-contributory defined benefit retirement plans which cover certain employees and former employees.

As of December 31, 2022, the combined pension benefit obligations for these qualified retirement plans were $ 1.738 billion, which were substantially funded by combined plan assets of $ 1.562 billion, or approximately 90 % funded (underfunded by $ 175.4 million).

As of December 31, 2023, the combined pension benefit obligations for these qualified retirement plans were $ 1.7 billion.

Combined plan assets were $ 1.5 billion at December 31, 2023 which represents funding of approximately 90 % (resulting in a combined plans being underfunded by $ 171 million).

All these retirement plans are frozen in terms of pay and service, except for a plan with immaterial pension benefit obligations.

The remaining pension obligations of $ 41.4 million relate to non-contributory unfunded supplemental executive retirement and ERISA Excess plans for which Nexstar’s policy is to fund the benefits as claims and premiums are paid.

The remaining pension obligations of $ 40 million relate to non-contributory unfunded supplemental executive retirement and ERISA Excess plans for which Nexstar’s policy is to fund the benefits as claims and premiums are paid.

Nexstar also has various retiree medical savings account plans which reimburse eligible retired employees for certain medical expenses and unfunded plans that provide certain health and life insurance benefits to certain retired employees.

Nexstar uses a December 31 measurement date for its pension and other postretirement benefit plans (“OPEB”).

The overfunded or underfunded status of these pension and other postretirement plans is recognized as an asset or liability in the accompanying Consolidated Balance Sheets.

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The funded status of a plan represents the difference between the fair value of plan assets and the related plan projected benefit obligation.

As of and for the years ended December 31, the following table provides a reconciliation of the plans’

benefit obligations, plan assets and funded status, along with the related amounts that are recognized in the Consolidated Balance Sheets (in millions):

As of and for the years ended December 31, the following table provides a reconciliation of the plans’ benefit obligations, plan assets and funded status, along with the related amounts that are recognized in the Consolidated Balance Sheets (in millions):

Pension Benefits

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Interest cost

Participant contributions

Plan amendments

Actuarial gain

Actuarial (gain) loss

ESOP transfer

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Employer contributions

Participant contributions

ESOP transfer

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Funded status

Nexstar’s pension benefit plans were underfunded as of December 31 with accumulated benefit obligations exceeding the fair value of plan assets.

In September 2023, a Nexstar defined benefit retirement plan offered certain terminated vested participants a voluntary and limited time offer to receive their pension benefit in a single lump sum payment or to start a monthly payment, payable as of December 1, 2023.

To be eligible for this offer, participants must have terminated employment on or prior to July 1, 2023, remained not a Nexstar employee through December 1, 2023 and the benefit must have a lump sum value of $ 115,000 or less.

As of December 31, 2023, 1,087 participants elected to take the voluntary offer resulting in payouts from plan assets totaling $ 58 million (included in Benefit Payments in the table above).

The Company recognized no gain or loss related to this settlement .

Nexstar’s pension benefit plans were underfunded as of December 31 with accumulated benefit obligations exceeding the fair value of plan assets.

Information for the underfunded pension benefit plans is as follows (in millions):

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Fair value of plan assets

The plans’

benefit obligations were determined using the following assumptions:

The plans’ benefit obligations were determined using the following assumptions:

Pension Benefits

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Compensation increase rate

The decrease in the discount rates from December 31, 2022 to December 31, 2023 increased the projected benefit obligations of qualified defined benefit pension plans by approximately $ 31 million at December 31, 2023.

The increase in the discount rates from December 31, 2021 to December 31, 2022 decreased the projected benefit obligations of qualified defined benefit pension plans by approximately $ 416 million at December 31, 2022.

Additionally, the updated mortality projection scale decreased the plans’

projected pension obligations by approximately $ 2.4 million at December 31, 2022.

Additionally, the updated mortality projection scale decreased the plans’ projected pension obligations by approximately $ 2 million at December 31, 2022.

The decreases were partially offset by an approximately $ 26 million increase in pension obligations due to the updated census information and cash balance crediting rate assumption.

The increase in the discount rates from December 31, 2020 to December 31, 2021 decreased the projected benefit obligations of qualified defined benefit pension plans by approximately $ 84.9 million at December 31, 2021.

Additionally, the updated mortality projection scale decreased the plans’

projected pension obligations by approximately $ 4.4 million at December 31, 2021.

The decreases were partially offset by an approximately $ 8.7 million increase in pension obligations due to the updated census information and a change to the assumed commencement age and optional form elections for deferred vested participants.

Net Periodic Benefit Cost (Credit)

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Expected return on plan assets

Amortization of prior service costs

Amortization of net loss

Amortization of net (gain) loss

Settlement gain recognized

Net periodic benefit cost (credit)

The Company anticipates recording an aggregate net periodic benefit credit of $ 35.4 million for its pension and other postretirement benefits in 2023, as the expected return on plan assets exceeds estimated interest cost.

The net periodic costs for the Company’s pension and other benefit plans were determined using the following assumptions:

Nexstar anticipates recording an aggregate net periodic benefit credit of $ 26 million for its pension and other postretirement benefits in 2024, as the expected return on plan assets exceeds estimated interest cost.

The net periodic costs for Nexstar’s pension and other benefit plans were determined using the following assumptions:

Pension Benefits

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1.96 % - 2.49 %

1.39 % - 2.06 %

Expected return on plan assets

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The rate was assumed to decrease gradually to 4.5 % for 2032 and remain at that level thereafter.

The following table provides a summary of the Company’s accumulated other comprehensive income (loss) related to pension and other postretirement benefit plans prior to any deferred tax effects (in millions):

The following table provides a summary of Nexstar’s accumulated other comprehensive income (loss) related to pension and other postretirement benefit plans prior to any deferred tax effects (in millions):

Pension Benefits

December 31, 2020

Past service cost

Actuarial gain (loss)

December 31, 2020

Prior service credit

Actuarial gain

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December 31, 2022

The asset allocation for Nexstar’s funded retirement plans at the end of 2022, and the asset allocation range for 2023, by asset category, are as follows:

Actuarial loss

December 31, 2023

The asset allocation for Nexstar’s funded retirement plans at the end of 2023, and the asset allocation range for 2024, by asset category, are as follows:

Asset Allocation

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Opportunistic

As the plan sponsor of the funded retirement plans, Nexstar’s investment strategy is to achieve a rate of return on the plans’

assets that, over the long term, will fund the plans’

benefit payments and will provide for other required amounts in a manner that satisfies all fiduciary responsibilities.

A determinant of the plans’

returns is the asset allocation policy.

The investment policies for plan assets provide ranges for the plans’

long-term asset mix, as follows:

As the plan sponsor of the funded retirement plans, Nexstar’s investment strategy is to achieve a rate of return on the plans’ assets that, over the long term, will fund the plans’ benefit payments and will provide for other required amounts in a manner that satisfies all fiduciary responsibilities.

A determinant of the plans’ returns is the asset allocation policy.

The investment policies for plan assets provide ranges for the plans’ long-term asset mix, as follows:

• For plan assets with a total fair value of $ 1.2 billion as of December 31, 2023, the investment policy ranges are 8 %- 28 % U.S.

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equity, 0 %- 11 % emerging market equity, 0 %- 15 % global low volatility equity, 0 %- 14 % opportunistic sub-asset classes, 70 %- 90 % fixed income and 0 %- 10 % cash.

Nexstar also reviews the plans’

overall asset allocation to determine the proper balance of securities by market capitalization, value or growth, U.S., international or global or the addition of other asset classes.

Nexstar also reviews the plans’ overall asset allocation to determine the proper balance of securities by market capitalization, value or growth, U.S., international or global or the addition of other asset classes.

The investment policies are reviewed frequently and administered by an investment consultant.

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The portfolios offer daily liquidity;

however, they request 5 business days’

notice for both withdrawals and redemptions.

however, they request 5 business days’ notice for both withdrawals and redemptions.

Strategies of the Common Collective Trust Funds by major category are as follows:

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• Real Estate and Real Asset Common Collective Trusts seek to achieve high current return and long-term capital growth by investing in equity securities of real estate investment trusts that seek to outperform their respective benchmarks.

Other investments include investments in real estate funds, emerging market debt, high yield bonds, commodity index fund, floating rate debt, and inflation-protected bond.

Other investments include investments in real estate funds, emerging market debt, high yield bonds, commodity index funds, floating rate debt, and inflation-protected bonds.

These investments use the National Council of Real Estate Investment Fiduciaries Property Index or the FTSE NAREIT All Equity REIT Index (real estate), JPM EMBI Global Core Index (emerging market debt), Barclays U.S.

High Yield Ba/B 1% Issuer Capped Bond Index (high yield bonds), BBG Commodity Index (commodity index fund), Morningstar LSTA US Loan (floating rate debt) and BBG 1-10 TIPS (inflation-protected bond) as their benchmarks.

The following table sets forth, by asset category, Nexstar’s pension plan assets as of December 31, 2022 and 2021, using the fair value hierarchy established under ASC Topic 820 as described in Note 11.

The fair value hierarchy in the tables excludes certain investments which are valued using net asset value (“NAV”) as a practical expedient (in millions):

The following table sets forth, by asset category, Nexstar’s pension plan assets as of December 31, 2023 and 2022, using the fair value hierarchy established under ASC Topic 820 as described in Note 11.

The fair value hierarchy in the tables excludes certain investments which are valued using net asset value (“NAV”) as a practical expedient (in millions):

Pension Plan Assets as of December 31, 2023

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The following table includes amounts that are expected to be contributed to the plans by Nexstar (in millions).

It additionally reflects benefit payments that are made from the plans’

assets as well as those made directly from Nexstar’s assets, and it includes the participants’

share of the costs, which is funded by participant contributions.

The amounts in the table are actuarially determined and reflect Nexstar’s best estimate given its current knowledge including the impact of recent pension funding relief legislation.

It additionally reflects benefit payments that are made from the plans’ assets as well as those made directly from Nexstar’s assets, and it includes the participants’ share of the costs, which is funded by participant contributions.

The amounts in the table are actuarially determined and reflect Nexstar’s best estimate given its current knowledge including the impact of recent pension funding relief legislation.

Actual amounts could be materially different.

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Defined Contribution Plans

The Company has established retirement savings plans under Section 401(k) of the Internal Revenue Code (the “401(k) Plans”).

The 401(k) Plans cover substantially all Company employees who meet the minimum age and service requirements and allow participants to defer a portion of their annual compensation on a pre-tax basis.

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The Company measures and records in its Consolidated Financial Statements certain assets and liabilities at fair value.

ASC Topic 820, “Fair Value Measurement and Disclosures,”

establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs).

ASC Topic 820, “Fair Value Measurement and Disclosures,” establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs).

This hierarchy consists of the following three levels:

Level 1 –

Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market.

Level 2 –

Assets and liabilities whose values are based on inputs other than those included in Level 1, including quoted market prices in markets that are not active;

• Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market.

• Level 2 – Assets and liabilities whose values are based on inputs other than those included in Level 1, including quoted market prices in markets that are not active;

quoted prices of assets or liabilities with similar attributes in active markets;

or valuation models whose inputs are observable or unobservable but corroborated by market data.

Level 3 –

Assets and liabilities whose values are based on valuation models or pricing techniques that utilize unobservable inputs that are significant to the overall fair value measurement.

• Level 3 – Assets and liabilities whose values are based on valuation models or pricing techniques that utilize unobservable inputs that are significant to the overall fair value measurement.

The carrying values of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable, broadcast rights payable, and accrued expenses approximate fair value due to their short term nature.

As of December 31, the estimated fair values and carrying amounts of the Company’s long-term debt which are not measured at fair value on a recurring basis were as follows (dollars in millions):

Term Loan A, due October 2023 (1)

Team Loan A, due September 2024 (1)

As of December 31, the estimated fair values and carrying amounts of the Company’s long-term debt which are not measured at fair value on a recurring basis were as follows (dollars in millions):

Term Loan A, due June 2027 (1)

Term Loan B, due January 2024 (1)

Term Loan B, due September 2026 (1)

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Revolving loans due June 2027 (1)

Revolving loans due October 2023 (1)

(1) The fair values of senior secured and revolving credit facilities are computed based on borrowing rates currently available to the Company for bank loans with similar terms and average maturities.

(1) The fair value of senior secured and revolving credit facilities is computed based on borrowing rates currently available to the Company for bank loans with similar terms and average maturities.

These fair value measurements are considered Level 3, as significant inputs to the fair value calculation are unobservable in the market.

See Note 8 for information on changes in the carrying amounts of debt during 2022.

(2) The fair value of the Company’s fixed rate debt is estimated based on bid prices obtained from an investment banking firm that regularly makes a market for these financial instruments.

These fair value measurements are considered Level 2, as quoted market prices are available for low volume trading of these securities.

See Note 8 for information on changes in the carrying amounts of debt during 2022.

During the year ended December 31, 2022, there were no events or changes in circumstance that triggered an impairment to the Company’s significant assets, including equity method investments, indefinite-lived intangible assets, long-lived assets and goodwill, other than those disclosed.

(2) The fair value of the Company’s fixed rate debt is estimated based on bid prices obtained from an investment banking firm and are considered Level 2.

During the year ended December 31, 2023, there were no events or changes in circumstance that triggered an impairment to the Company’s significant assets, including equity method investments, indefinite-lived intangible assets, long-lived assets and goodwill, other than those disclosed.

See Notes 5 and 6 for additional information.

Certain investments held in the pension and other post retirement plans have been valued using net asset value (“NAV”) as a practical expedient for fair value.

In accordance with ASC 820, investments measured at NAV are excluded from the fair value hierarchy.

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The common stockholders are entitled to receive cash dividends, subject to the rights of holders of any series of preferred stock, on an equal per share basis.

Nexstar’s senior secured credit facility provides limits on the amount of dividends the Company may pay to stockholders during the term of Nexstar’s credit agreement.

On January 27, 2021, Nexstar’s board of directors approved a share repurchase program authorizing the Company to repurchase up to an additional $ 1.0 billion of its common stock, of which $ 638.2 million remained available as of December 31, 2021.

On July 27, 2022, Nexstar’s board of directors approved a new share repurchase program authorizing the Company to repurchase up to an additional $ 1.5 billion of its common stock.

During 2022, Nexstar repurchased a total of 5.1 million shares of common stock for $ 880.7 million, funded by cash on hand.

In 2021, Nexstar repurchased a total of 3.6 million shares of common stock for $ 536.8 million, funded by cash on hand.

In 2020, Nexstar repurchased a total of 3.1 million shares of common stock for $ 281.9 million, funded by cash on hand.

As of December 31, 2022, the remaining available amount under the share repurchase authorization was $ 1.258 billion.

Share repurchases may be made from time to time in open market transactions, block trades or in private transactions.

There is no minimum number of shares that Nexstar is required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice.

During the years ended December 31, 2022, 2021 and 2020 , 1,116,701 shares, 1,076,169 shares and 592,785 shares, respectively, of common stock were reissued from treasury, net of any shares withheld to cover participant taxes and to fulfill stock option exercises and vesting of restricted stock units.

Nexstar’s senior secured credit facility provides limits on the amount of dividends the Company may pay to stockholders during the term of Nexstar’s credit agreement.

On July 27, 2022, Nexstar’s board of directors approved a new share repurchase program authorizing Nexstar to repurchase up to an additional $ 1.5 billion of its common stock, of which $ 1.258 billion remained available as of December 31, 2022.

During 2023, Nexstar repurchased a total of 3,782,104 shares of common stock for $ 605 million, funded by cash on hand.

In 2022, Nexstar repurchased a total of 5,055,304 shares of common stock for $ 881 million, funded by cash on hand.

In 2021, Nexstar repurchased a total of 3,575,568 shares of common stock for $ 537 million, funded by cash on hand.

As of December 31, 2023, the remaining available amount under the share repurchase authorization was $ 652 million.

Share repurchases are executed from time to time in open market transactions, block trades or in private transactions, including through Rule 10b5-1 plans.

There is no minimum number of shares that Nexstar is required to repurchase.

The repurchase program does not have an expiration date and may be suspended or discontinued at any time without prior notice.

Nexstar utilizes available treasury stock or issues new shares of its common stock when options are exercised or restricted stock units vest.

During the years ended December 31, 2023, 2022 and 2021 , 572,844 shares, 1,116,701 shares and 1,076,169 shares, respectively, of common stock were reissued from treasury to fulfill stock option exercises and vesting of restricted stock units, net of any shares withheld to cover participant taxes.

During the years ended December 31, 2023, 2022 and 2021, total dividend payments were $ 191 million, $ 142 million, and $ 118 million, respectively.

On June 13, 2022, Nexstar’s shareholders approved certain amendments to Nexstar’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to eliminate Nexstar’s Class B common stock, par value $ 0.01 per share (the “Class B Common Stock”), and Class C common stock, par value $ 0.01 per share (the “Class C Common Stock”), which classes of common stock had no shares issued and outstanding prior to the date of shareholder approval of their elimination.

On June 13, 2022, Nexstar’s shareholders approved certain amendments to Nexstar’s certificate of incorporation (the “Original Certificate of Incorporation”) to eliminate Nexstar’s Class B common stock, par value $ 0.01 per share (the “Class B Common Stock”), and Class C common stock, par value $ 0.01 per share (the “Class C Common Stock”), which classes of common stock had no shares issued and outstanding prior to the date of shareholder approval of their elimination.

The common stock (f/k/a Class A common stock) has been the only class of shares outstanding since 2013.

On June 27, 2022, Nexstar filed a Certificate of Amendment No.

2 (the “Amendment”) to the Certificate of Incorporation with the Secretary of State of the State of Delaware to reflect the elimination of Nexstar’s Class B Common Stock and Class C Common Stock and make related changes.

2 (the “Amendment”) to the Original Certificate of Incorporation with the Secretary of State of the State of Delaware to reflect the elimination of Nexstar’s Class B Common Stock and Class C Common Stock and make related changes.

The Amendment became effective upon its filing with the Secretary of State of the State of Delaware on June 27, 2022.

For transactions and events involving the Company’s common stock after December 31, 2022, refer to Note 19.

On June 15, 2023, Nexstar’s shareholders approved certain amendments to Nexstar’s certificate of incorporation to, among other things, declassify its board of directors beginning at the 2024 annual meeting.

On June 20, 2023, Nexstar filed a Certificate of its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware to reflect such amendments.

The Amended and Restated Certificate of Incorporation became effective immediately upon its filing with the Secretary of State of the State of Delaware on June 20, 2023.

For transactions and events involving the Company’s common stock after December 31, 2023, refer to Note 19 .

Stock-Based Compensation

Stock-Based Compensation Expense

The compensation cost related to time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) is based on the market price of the stock on the date of the award.

The fair values of the stock options and RSUs are recognized ratably over their respective vesting periods.

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As of December 31, 2023, Nexstar has two stock-based compensation plans that provide for the granting of stock options, stock appreciation rights, RSUs and PSUs to directors, employees or consultants of Nexstar:

the 2019 Long-Term Equity Incentive Plan, approved by Nexstar’s majority stockholders on June 5, 2019 (the “2019 Plan”) and the 2015 Long-Term Equity Incentive Plan, approved by Nexstar’s majority stockholders on June 11, 2015 (the “2015 Plan”).

A maximum of 3,100,000 shares and 2,500,000 shares of Nexstar’s common stock can be issued under the 2019 Plan and 2015 Plan, respectively.

At December 31, 2023, 1,562,447 shares remained available for future grants, of which 1,557,156 shares and 5,291 shares were available under the 2019 Plan and the 2015 Plan, respectively.

Nexstar utilizes any available treasury stock or issues new shares of its common stock when options are exercised or restricted stock units vest.

Stock Options

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As of December 31, 2023, all outstanding options are fully vested and expire ten years from the date of grant.

Upon the employee’s termination, any unexercised vested options are cancelled from 90 days to one year following the termination date.

The following table summarizes activity and information related to stock options for the year ended December 31, 2023:

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Fully vested and expected to vest as of December 31, 2023

The $ 43.2 million aggregate intrinsic value represents the difference between the closing market price of Nexstar’s common stock on the last day of the fiscal period and the stock option exercise prices multiplied by the number of options outstanding.

The $ 27 million aggregate intrinsic value represents the difference between the closing market price of Nexstar’s common stock as of December 29, 2023 and the stock option exercise prices multiplied by the number of options outstanding.

For the years ended December 31, 2023, 2022 and 2021 , the aggregate intrinsic value of options exercised, on their respective exercise dates, was $ 10 million, $ 110 million and $ 71 million, respectively.

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The RSUs vest over a range of two to four years from the date of the award.

Unvested RSUs are generally forfeited immediately upon the employee’s termination for any reason other than change of control.

The following table summarizes activity and information related to RSUs for the year ended December 31, 2023:

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Performance-Based Restricted Stock Units

The vesting of the PSUs is contingent on the continued service of the grantee and the achievement of specific performance metrics (generally over a range of two to four years ) designated by Nexstar’s board of directors.

Unvested PSUs are generally forfeited immediately upon the employee’s termination for any reason other than change of control.

The following table summarizes activity and information related to PSUs for the year ended December 31, 2023:

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Excess tax benefit on stock-based compensation

Disposition of nondeductible goodwill

Change in beginning of year valuation allowance

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Income tax expense

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code.

The Act reduced the federal corporate income tax rate from 35 % to 21 % effective for tax years beginning after December 31, 2017.

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Additionally, effective January 1, 2018, the Act modifies the executive compensation deduction limitation and imposes possible limitations on the deductibility of interest expense.

As a result of these provisions of the Act, the Company’s deduction related to executive compensation and interest expense could be limited in future years.

The components of the net deferred tax asset (liability) were as follows, as of December 31 (in millions):

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Other intangible assets

Deferred gain on spectrum

Total deferred tax liabilities

Net deferred tax liabilities

As of December 31, 2022 , the Company’s reserve for uncertain tax positions totaled approximately $ 28.0 million.

As of December 31, 2023 , the Company’s reserve for uncertain tax positions totaled approximately $ 27 million.

For the years ended December 31, 2023, 2022 and 2021 there were $ 27 million, $ 28 million and $ 33 million of gross unrecognized tax benefits, respectively, that would reduce the effective tax rate if the underlying tax positions were sustained or settled favorably.

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Uncertain tax position liability at the beginning of the year

Increases resulting from merger transaction

Increases related to tax positions taken during the current period

Increases related to tax positions taken during prior periods

Decreases related to settlements with taxing authorities

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Uncertain tax position liability at the end of the year

The Company’s liability for unrecognized tax benefits totaled $ 28.0 million and $ 32.8 million at December 31, 2022 and 2021, respectively.

If all of the unrecognized tax benefits at those dates had been recognized, there would have been a favorable $ 28.0 million and $ 32.8 million impact on the Company’s reported income tax expense in 2022 and 2021, respectively.

The Company’s liability for unrecognized tax benefits totaled $ 27 million and $ 28 million at December 31, 2023 and 2022, respectively.

If all of the unrecognized tax benefits at those dates had been recognized, there would have been a favorable $ 27 million and $ 28 million impact on the Company’s reported income tax expense in 2023 and 2022, respectively.

As allowed by ASC Topic 740, the Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense in the accompanying Consolidated Statements of Operations and Comprehensive Income.

The Company’s accrued interest and penalties related to uncertain tax positions were $ 6.9 million, $ 6.1 million and $ 7.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Although management believes its estimates and judgments are reasonable, the resolutions of the Company’s tax issues are unpredictable and could result in tax liabilities that are significantly higher or lower than those which have been provided by the Company.

The Company’s accrued interest and penalties related to uncertain tax positions were $ 9 million, $ 7 million and $ 6 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The Company believes it is reasonably possible that the total amount of unrecognized tax benefits could decrease by approximately $ 1 million within the next twelve months due to the resolution of tax examination issues and statute of limitations expirations.

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federal jurisdiction and various state jurisdictions.

The Tribune acquired entities are currently undergoing federal audits for tax periods including 2014–2015 and 2018–2019.

Protective claims for refund have been filed for 2013, 2016 and 2017 to keep the periods open for specific issues relating to the potential Cubs resolution.

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As of December 31, 2023, the Company does not expect any NOLs to expire as a result of Section 382 limitations.

The ability to use NOLs is also dependent upon the Company’s ability to generate taxable income.

The NOLs could expire before the Company generates sufficient taxable income.

To the extent the Company’s use of NOLs is significantly limited, the Company’s income could be subject to corporate income tax earlier than it would if it were able to use NOLs, which could have a negative effect on the Company’s financial results and operations.

FCC Regulatory Matters

Television broadcasting is subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the “Communications Act”).

The Communications Act prohibits the operation of television broadcasting stations except under a license issued by the FCC and empowers the FCC, among other things, to issue, revoke and modify broadcasting licenses, determine the location of television stations, regulate the equipment used by television stations, adopt regulations to carry out the provisions of the Communications Act and impose penalties for the violation of such regulations.

The FCC’s ongoing rule making proceedings could have a significant future impact on the television industry and on the operation of the Company’s stations and the stations to which it provides services.

In addition, the U.S.

Congress may act to amend the Communications Act or adopt other legislation in a manner that could impact the Company’s stations, the stations to which it provides services and the television broadcast industry in general.

Media Ownership

FCC rules limit the Company’s ownership of television stations in local markets and nationally and govern certain local service agreements between Nexstar and third parties.

In general, FCC rules prohibit Nexstar from owning two of the top four stations in a market in terms of audience share (unless a case-by-case exception is granted) and from owning stations that reach more than 39 % of U.S.

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Nexstar is also prohibited from providing more than 15 percent of the programming of a non-owned television station through a TBA or LMA if Nexstar also owns a station in the same market, unless the applicable TBA or LMA was entered into prior to November 5, 1996 .

The FCC is required to review its media ownership rules every four years and to eliminate those rules it finds are no longer “necessary in the public interest as a result of competition.”

The FCC’s two most recent quadrennial reviews—those for 2010 and 2014—were eventually consolidated into a single proceeding that involved extensive litigation, an agency reconsideration and multiple court appeals, culminating in an April 1, 2021 decision by the U.S.

Supreme Court which upheld the FCC’s elimination or relaxation of several rules.

The 2018 quadrennial review, which the FCC commenced in December 2018, remains pending, and the FCC has solicited and received comments to update the record of that proceeding in the wake of the Supreme Court’s decision.

Notwithstanding the pendency of the 2018 review, in December 2022 the FCC commenced its 2022 quadrennial review proceeding.

Additionally, the FCC has an open proceeding to review the national television station ownership limit.

The FCC is required to review its media ownership rules every four years and to eliminate those rules it finds are no longer “necessary in the public interest as a result of competition.” In December 2023, the FCC issued an order concluding its 2018 quadrennial review.

The order retained the local television ownership rule without deregulatory changes while extending the rule to prohibit, in certain circumstances, the establishment of a “top four” combination involving a network-affiliated low power television station or digital multicast stream.

The FCC’s 2018 quadrennial review order is subject to appeal, and in addition, the 2022 quadrennial review is currently pending.

The FCC also has an open proceeding to review the national television station ownership limit.

Thus, the media ownership rules are subject to change as a result of current and future quadrennial reviews and in other proceedings.

The FCC has repurposed a portion of the broadcast television spectrum for wireless broadband use.

Pursuant to federal legislation enacted in 2012, the FCC conducted an incentive auction in 2016-2017 for the purpose of making additional spectrum available to meet future wireless broadband needs.

Under the auction statute and rules, certain television broadcasters accepted bids from the FCC to voluntarily relinquish their spectrum in exchange for consideration, and certain wireless broadband providers and other entities submitted successful bids to acquire the relinquished television spectrum.

Television stations that did not relinquish their spectrum were “repacked”

into the frequency band still remaining for television broadcast use.

In 2017, the Company received payment for eleven television stations that accepted bids and either moved to different channels or (in one case) discontinued operations.

Seventy-four ( 74 ) full power stations owned by Nexstar and 17 full power stations owned by VIEs were assigned to new channels in the reduced post-auction television band.

These stations have commenced operation on their new assigned channels and have ceased operating on their former channels.

The Company is in the final stages of obtaining reimbursements for the costs of repacking these stations.

Retransmission Consent

Broadcasters may obtain carriage of their stations’

signals on cable, satellite and other MVPDs through either mandatory carriage or through “retransmission consent.”

Every three years all stations must formally elect either mandatory carriage or retransmission consent.

The next election must be made by October 1, 2023 and will be effective January 1, 2024.

Must-carry elections require that the MVPD carry one station programming stream and related data in the station’s local market.

Broadcasters may obtain carriage of their stations’ signals on cable, satellite and other MVPDs through either mandatory carriage or through “retransmission consent.” Every three years all stations must formally elect either mandatory carriage or retransmission consent.

The Company’s stations have timely opted to continue their elections of retransmission consent for the three-year period from January 1, 2024 through December 31, 2026.

Must-carry elections require that the MVPD carry one station programming stream and related data in the station’s local market.

However, MVPDs may decline a must-carry election in certain circumstances.

MVPDs do not pay a fee to stations that elect mandatory carriage.

A broadcaster that elects retransmission consent waives its mandatory carriage rights, and the broadcaster and the MVPD must negotiate for carriage of the station’s signal.

Negotiated terms may include channel position, service tier carriage, carriage of multiple program streams, compensation and other consideration.

If a broadcaster elects to negotiate retransmission terms, it is possible that the broadcaster and the MVPD will not reach agreement and that the MVPD will not carry the station’s signal.

FCC rules and federal statutory law require retransmission consent negotiations to be conducted in “good faith.”

It is a violation of the duty to negotiate in good faith for a television broadcast station to negotiate retransmission consent jointly with another station in the same market if the stations are not commonly owned.

A broadcaster that elects retransmission consent waives its mandatory carriage rights, and the broadcaster and the MVPD must negotiate for carriage of the station’s signal.

If a broadcaster elects to negotiate retransmission terms, it is possible that the broadcaster and the MVPD will not reach agreement and that the MVPD will not carry the station’s signal.

FCC rules and federal statutory law require retransmission consent negotiations to be conducted in “good faith.” It is a per se violation of the duty to negotiate in good faith for a television broadcast station to negotiate retransmission consent jointly with another station in the same market if the stations are not commonly owned.

Accordingly, the VIEs with which we have sharing agreements must separately negotiate their retransmission consent agreements with MVPDs for stations in markets where we also own a station.

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Congress and the FCC in order to increase their bargaining leverage with television stations.

There are still-open FCC proceedings to review the “totality of the circumstances”

test for good faith retransmission consent negotiations, and to eliminate or modify the FCC’s non-duplication and syndicated exclusivity rules (which could permit MVPDs to import out-of-market television stations in certain circumstances).

Certain OVDs have successfully or unsuccessfully sought to stream broadcast programming over the internet.

In 2014, the U.S.

Supreme Court held that an OVD’s retransmissions of broadcast television signals without the consent of the broadcast station violate federal copyright law.

In December 2014, the FCC issued a Notice of Proposed Rulemaking proposing to interpret the term “MVPD”

to encompass OVDs that make available for purchase multiple streams of video programming distributed at a prescheduled time and seeking comment on the effects of applying MVPD rules to such OVDs.

There are still-open FCC proceedings to review the “totality of the circumstances” test for good faith retransmission consent negotiations, and to eliminate or modify the FCC’s non-duplication and syndicated exclusivity rules (which could permit MVPDs to import out-of-market television stations in certain circumstances).

Certain OVDs stream broadcast programming over the internet.

In December 2014, the FCC issued a Notice of Proposed Rulemaking proposing to interpret the term “MVPD” to encompass OVDs that make available for purchase multiple streams of video programming distributed at a prescheduled time and seeking comment on the effects of applying MVPD rules to such OVDs.

The proceeding remains open.

Although the FCC has not classified OVDs as MVPDs to date, several OVDs have signed agreements for retransmission of local stations within their markets, and others are actively seeking to negotiate such agreements.

Commitments and Contingencies

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Collective Bargaining Agreements

As of December 31, 2022 , certain technical, production and news employees at 21 of the Company’s stations are covered by collective bargaining agreements.

As of December 31, 2023 , certain technical, production and news employees at 21 of the Company’s stations are covered by collective bargaining agreements.

The Company believes that employee relations are satisfactory and has not experienced any work stoppages at any of its stations.

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In the event of an adverse outcome of these proceedings, the Company believes the resulting liabilities would not have a material adverse effect on its financial condition or results of operations.

Local TV Advertising Antitrust Litigation —On March 16, 2018, a group of companies including Nexstar and Tribune (the “Defendants”) received a Civil Investigative Demand from the Antitrust Division of the Department of Justice (“DOJ”) regarding an investigation into the exchange of certain information related to the pacing of sales related to the same period in the prior year among broadcast stations in some DMAs in alleged violation of federal antitrust law.

Without admitting any wrongdoing, some Defendants, including Tribune, entered into a proposed consent decree (referred to herein as the “consent decree”) with the DOJ on November 6, 2018.

Without admitting any wrongdoing, Nexstar agreed to settle the matter with the DOJ on December 5, 2018.

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Local TV Advertising Antitrust Litigation , No.

1:18-cv-06785 (“MDL Litigation”).

On January 23, 2019, the Court in the MDL Litigation appointed plaintiffs’

lead and liaison counsel.

1:18-cv-06785 (“MDL Litigation”).

On January 23, 2019, the Court in the MDL Litigation appointed plaintiffs’ lead and liaison counsel.

The MDL Litigation is ongoing.

The Plaintiffs’

Consolidated Complaint was filed on April 3, 2019 ;

The Plaintiffs’ Consolidated Complaint was filed on April 3, 2019 ;

Defendants filed a Motion to Dismiss on September 5, 2019 .

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Nexstar and Tribune deny all allegations against them and will defend their advertising practices.

In connection with Nexstar’s acquisition of Tribune on September 19, 2019, Nexstar assumed contingencies from certain legal proceedings, as follows:

Tribune Chapter 11 Reorganization and Confirmation Order Appeals —On December 8, 2008, Tribune and 110 of its direct and indirect wholly-owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 (“Chapter 11”) of title 11 of the United States Code in the U.S.

Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

On July 23, 2012, the Bankruptcy Court issued an order confirming the Fourth Amended Joint Plan of Reorganization for Tribune and its Subsidiaries (as such plan was subsequently modified by its proponents, the “Plan”).

The Plan became effective and the Debtors emerged from Chapter 11 on December 31, 2012 (the “Effective Date”).

The Bankruptcy Court has entered final decrees that have collectively closed all of the Debtors’

Chapter 11 cases except for Tribune’s Chapter 11 case, which continues to be administered under the caption In re Tribune Media Company, et al.

As of the Effective Date, approximately 7,400 proofs of claim had been filed against the Debtors.

Amounts and payment terms for these claims, if applicable, were established in the Plan.

The Plan requires Tribune to reserve cash in amounts sufficient to make certain additional payments that may become due and owing pursuant to the Plan subsequent to the Effective Date.

As of December 31, 2022, restricted cash and cash equivalents held by Tribune to satisfy the remaining claim obligations were $ 15.6 million and are estimated to be sufficient to satisfy such obligations.

As of December 31, 2022, all but three proofs of claim against the Debtors had been withdrawn, expunged, settled or otherwise satisfied.

Those claims were resolved with Bankruptcy Court approval in January 2023.

The amount of such resolution did not exceed the restricted cash and cash equivalents held by Tribune to satisfy remaining claim obligations described above.

In the event any additional claims were to be allowed that exceeded the amount of restricted cash and cash equivalents held by Tribune, Tribune would be required to satisfy the allowed claims from its cash on hand from operations.

Chicago Cubs Transactions —

On August 21, 2009, Tribune and Chicago Entertainment Ventures, LLC (formerly Chicago Baseball Holdings, LLC) (“CEV LLC”), and its subsidiaries (collectively, “New Cubs LLC”), among other parties, entered into an agreement (the “Cubs Formation Agreement”) governing the contribution of certain assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise then owned by Tribune and its subsidiaries to New Cubs LLC.

The transactions contemplated by the Cubs Formation Agreement and the related agreements thereto (the “Chicago Cubs Transactions”) closed on October 27, 2009.

As a result of these transactions, Northside Entertainment Holdings LLC (f/k/a Ricketts Acquisition LLC) (“NEH”) owned 95 % and Tribune owned 5 % of the membership interests in CEV LLC.

The fair market value of the contributed assets exceeded the tax basis and did not result in an immediate taxable gain as the transaction was structured to comply with the partnership provisions of the Internal Revenue Code (“IRC”) and related regulations.

On June 28, 2016, the Internal Revenue Service (“IRS”) issued Tribune a Notice of Deficiency which presented the IRS’s position that the gain with respect to the Chicago Cubs Transactions should have been included in Tribune’s 2009 taxable income.

In connection with Nexstar’s acquisition of Tribune on September 19, 2019, Nexstar assumed contingencies from certain legal proceedings, as follows:

Tribune Chapter 11 Reorganization —On December 8, 2008, Tribune and 110 of its direct and indirect wholly-owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 (“Chapter 11”) of title 11 of the United States Code in the U.S.

Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

The Plan became effective and the Debtors emerged from Chapter 11 on December 31, 2012 (the “Effective Date”).

On July 11, 2023, the Bankruptcy Court entered final decrees closing the last of the Debtors’ Chapter 11 cases.

Tribune is in the process of making final distributions in connection with the Chapter 11 cases as well as the final distribution of reserve amounts and payment of fees in accordance with the Plan and applicable orders of the Bankruptcy Court.

Chicago Cubs Transactions —On August 21, 2009, Tribune and Chicago Entertainment Ventures, LLC (formerly Chicago Baseball Holdings, LLC) (“CEV LLC”), and its subsidiaries (collectively, “New Cubs LLC”), among other parties, entered into an agreement (the “Cubs Formation Agreement”) governing the contribution of certain assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise then owned by Tribune and its subsidiaries to New Cubs LLC.

The transactions contemplated by the Cubs Formation Agreement and the related agreements thereto (the “Chicago Cubs Transactions”) closed on October 27, 2009.

As a result of these transactions, Northside Entertainment Holdings LLC (f/k/a Ricketts Acquisition LLC) (“NEH”) owned 95 % and Tribune owned 5 % of the membership interests in CEV LLC.

Accordingly, the IRS proposed a $ 182 million tax and a $ 73 million gross valuation misstatement penalty.

During the third quarter of 2016, Tribune filed a petition in U.S.

Tax Court to contest the IRS’s determination.

After-tax interest on the aforementioned proposed tax and penalty through December 31, 2023 would be approximately $ 191 million.

In addition, if the IRS prevails in its position, under the tax rules for determining tax basis upon emergence from bankruptcy, the Company would be required to reduce its tax basis in certain assets.

The reduction in tax basis would be required to reflect the reduction in the amount of the Company’s guarantee of the New Cubs partnership debt which was included in the reported tax basis previously determined upon emergence from bankruptcy and subject to Tribune’s 2014 and 2015 Federal Income Tax Audits (described below).

On September 19, 2019, Tribune became a wholly owned subsidiary of Nexstar following Nexstar’s merger with Tribune.

Nexstar disagrees with the IRS’s position that the Chicago Cubs Transactions generated taxable gain in 2009, the proposed penalty and the IRS’s calculation of the gain.

On September 19, 2019, Tribune became a wholly owned subsidiary of Nexstar following Nexstar’s merger with Tribune.

Nexstar disagrees with the IRS’s position that the Chicago Cubs Transactions generated taxable gain in 2009, the proposed penalty and the IRS’s calculation of the gain.

If the IRS prevails in its position, the gain on the Chicago Cubs Transactions would be deemed to be taxable in 2009.

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The judge deferred any litigation of the penalty until a final determination was reached by the Tax Court or Court of Appeals.

On October 26, 2021, the Tax Court issued an opinion related to the Chicago Cubs Transactions, which held that Tribune’s structure was, in substantial part, in compliance with partnership provisions of the Code and, as a result, did not trigger the entire 2009 taxable gain proposed by the IRS.

On October 19, 2022, the Tax Court entered the decision that there is no tax deficiency or penalty due in the 2009 tax year.

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On February 3, 2023, the Company filed a notice of cross-appeal.

As of December 31, 2022, Nexstar believes the tax impact of applying the Tax Court opinion to 2009 and its impact on subsequent tax years is not material to the Company’s accounting for uncertain tax positions or to its Consolidated Financial Statements.

On February 15, 2024, the case was argued before the U.S.

Court of Appeals for the Seventh Circuit.

The Company expects a ruling from the Court of Appeals in the second half of 2024.

As of December 31, 2023, Nexstar believes the tax impact of applying the Tax Court opinion to 2009 and its impact on subsequent tax years is not material to the Company’s accounting for uncertain tax positions or to its Consolidated Financial Statements.

Although management believes its estimates and judgments are reasonable, the timing and ultimate resolution are unpredictable and could materially change.

Revenue Agent’s Report on Tribune’s 2014 to 2015 Federal Income Tax Audits —

Prior to Nexstar’s merger with Tribune in September 2019, Tribune was undergoing federal income tax audits for taxable years 2014 and 2015.

In the third quarter of 2020, the IRS completed its audits of Tribune and issued a Revenue Agent’s Report which disallows the reporting of certain assets and liabilities related to Tribune’s emergence from Chapter 11 bankruptcy on December 31, 2012.

Nexstar disagrees with the IRS’s proposed adjustments to the tax basis of certain assets and the related taxable income impact, and Nexstar is contesting the adjustments through the IRS administrative appeal procedures.

Revenue Agent’s Report on Tribune’s 2014 to 2015 Federal Income Tax Audits — Prior to Nexstar’s merger with Tribune in September 2019, Tribune was undergoing federal income tax audits for taxable years 2014 and 2015.

If the IRS prevails in its position and after taking into account the impact of the Tax Court opinion, Nexstar would be required to reduce its tax basis in certain assets resulting in a $ 16 million increase in its federal and state taxes payable and a $ 70 million increase in deferred income tax liability as of December 31, 2023.

In accordance with ASC Topic 740, the Company has reflected $ 11 million for certain contested issues in its liability for uncertain tax positions at December 31, 2023 and December 31, 2022.

The Company’s reportable broadcast segment includes (i) television stations and related community focused websites that Nexstar owns, operates, programs or provides sales and other services to in various markets across the United States, (ii) NewsNation, a national cable news network, (iii) two owned and operated digital multicast networks and other multicast network services, and (iv) WGN-AM, a Chicago radio station.

The other activities of the Company include (i) operating Nexstar’s recently acquired The CW (see Note 3), (ii) digital businesses, (iii) corporate functions, (iv) the management of certain real estate assets, including revenues from leasing certain owned office and production facilities, and (v) eliminations.

The Company evaluates the performance of its operating segments based on net revenue and segment profit.

Segment profit excludes depreciation and amortization, amortization of broadcast rights (but includes payments for broadcast rights), reimbursement from the FCC related to station repack, impairment charges, gain on disposal of assets and business divestitures and certain other items that are included in income from continuing operations determined in accordance with U.S.

The Company’s reportable segments are Broadcast and The CW.

Our Broadcast segment includes (i) television stations and related local websites that Nexstar owns, operates, programs or provides sales and other services to in various markets across the United States, (ii) NewsNation, a national cable news network, (iii) two owned and operated digital multicast networks and other multicast network services, and (iv) WGN-AM, a Chicago radio station.

The CW is the fifth major broadcast network in the U.S.

The Company evaluates the performance of its operating segments based on net revenue and segment profit (loss).

Segment profit includes net revenue, direct operating expenses and selling, general and administrative expenses (excluding corporate) and payments for broadcast rights.

Segment profit (loss) excludes depreciation and amortization, reimbursement from the FCC related to station repack, impairment charges, gain on disposal of assets and business divestitures and non-operating income statement items.

The CW segment profit (loss) is also calculated in this manner except The CW includes amortization of broadcast rights and excludes payments for broadcast rights.

Segment financial information is included in the following tables for the periods presented (in millions):

Years Ended December 31,

Corporate (unallocated)

Corporate (unallocated) and Other

Total net revenue

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Broadcast segment profit

Other segments (loss) profit

Corporate (unallocated)

The CW segment loss (1)

Corporate (unallocated) and Other

Depreciation and amortization expense (2)

Goodwill and other long-lived asset impairments

Payments for broadcast rights, net of amortization

Payments for broadcast rights (3)

Loss attributable to noncontrolling owners of a segment

Reimbursement from the FCC related to station repack

Gain on disposal of stations and business units, net

Miscellaneous, net

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Broadcast (4)

Corporate (unallocated)

(1) While the Company’s investment in TV Food Network ($ 1.099 billion at December 31, 2022 and $ 1.191 billion at December 31, 2021) has not been allocated to a Company reporting unit or operating segment, such asset has been included in the Company’s disclosure of Broadcast segment assets given the similar nature of the investment to that segment.

For additional information on equity investments, see Note 6 .

Corporate (unallocated) and Other

As of December 31,

The following table presents the disaggregation of the Company’s revenue under ASC 606 for the periods presented (in millions).

Corporate (unallocated) and Other

(1) The CW’s segment loss presented at 75 % during the years ended December 31, 2023 and 2022 ( no ne in 2021).

(2) Excludes amortization of The CW’s programming costs of $ 377 million and $ 90 million for the years ended December 31, 2023 and 2022, respectively, which is included in “The CW segment loss”.

(3) Excludes payments for The CW’s broadcast rights of $ 329 million and $ 118 million for the years ended December 31, 2023 and 2022, respectively, which are not included in “The CW segment loss”.

(4) While the Company’s investment in TV Food Network ($ 936 million at December 31, 2023 and $ 1.099 billion at December 31, 2022) has not been allocated to a Company reporting unit or operating segment, such asset has been included in the Company’s disclosure of Broadcast segment assets given the similar nature of the investment to that segment.

For additional information on equity investments, see Note 6 .

The following table presents the disaggregation of the Company’s revenue under ASC 606 for the periods presented (in millions).

Year Ended December 31, 2023

Corporate (unallocated)

Corporate (unallocated) and Other

Core advertising

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Year Ended December 31, 2022

Corporate (unallocated)

Corporate (unallocated) and Other

Core advertising

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Year Ended December 31, 2021

Corporate (unallocated)

Corporate (unallocated) and Other

Core advertising

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Total net revenue

The Company primarily derives its revenues from television and digital advertising and from distribution of its stations’

signals and networks.

During the years ended December 31, 2022, 2021 and 2020, revenues from these sources for two of the Company’s customers exceeded 10%.

In 2022, each of these customers represented approximately 10 %, and 11 %, respectively, of the Company’s consolidated net revenues.

In 2021, each of these customers represented approximately 12 %, and 13 %, respectively, of the Company’s consolidated net revenues.

In 2020, each of these customers represented approximately 11 % of the Company’s consolidated net revenues.

Advertising revenue (core, political and digital) is positively affected by national and regional political campaigns and certain events such as the Olympic Games or the Super Bowl.

Company stations’

advertising revenue is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season.

In addition, advertising revenue is generally higher during even-numbered years when congressional and presidential elections occur and advertising is aired during the Olympic Games.

The Company primarily derives its revenues from television and digital advertising and from distribution of its stations’ signals and networks.

During the years ended December 31, 2023, 2022 and 2021, revenues from these sources for two of the Company’s customers exceeded 10%.

The first customer represented approximately 12 %, 10 % and 12 % of the Company’s consolidated net revenue in 2023, 2022 and 2021, respectively.

The second customer represented 14 %, 11 % and 13 % of the Company’s consolidated net revenue in 2023, 2022 and 2021, respectively.

Advertising revenue (core, political and digital) is positively affected by national and local political campaigns and certain events such as the Olympic Games or the Super Bowl.

Company stations’ advertising revenue is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season.

In addition, advertising revenue is generally higher during even-numbered years when congressional and/or presidential elections occur and advertising is aired during the Olympic Games.

The Company receives compensation from MVPDs and OVDs in return for the consent to the retransmission of the signals of its television stations and the carriage of NewsNation.

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Subsequent Events

On January 26, 2023 , Nexstar’s board of directors declared a quarterly cash dividend of $ 1.35 per share on its outstanding common stock.

On January 26, 2024 , Nexstar’s board of directors declared a quarterly cash dividend of $ 1.69 per share on its outstanding common stock.

The dividend was paid on February 23, 2024 to stockholders of record on February 9, 2024 .

From January 1 to February 27, 2024, we repurchased 190,297 shares of our common stock for $ 32 million, funded by cash on hand.

As of the date of filing this Annual Report on Form 10-K, the remaining available amount under the share repurchase authorization was $ 1.225 billion.

From January 1 to February 27, 2023, in connection with the vesting of restricted stock units, we issued 130,808 shares of our common stock, net of any shares withheld for taxes.

As of the date of filing this Annual Report on Form 10-K, the remaining available amount under the share repurchase authorization was $ 620 million.

In January 2024, Nexstar borrowed $ 55 million under its revolving credit facility used for additional working capital, which it repaid in full.

In February 2024, we received $ 40 million in cash in connection with Broadcast Music Inc.’s (“BMI”) sale to New Mountain Capital.

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.

What changed 10-K

Item 9A. Controls and Procedures